Company Law

Checklist on Board’s Report under the Companies Act, 2013

We have first prepared this checklist in 2015 to assist all the companies (OPC, small, Private, Public or Listed) in the preparation of the Director’s Report and every year we update this checklist as per the latest amendment in the Companies Act, 2013 and publish the same in our Blog. Below mentioned checklist of the Director’s report is updated till August 30, 2020.

The checklist has been made with the prime focus on the priorities of the Companies Act, 2013 so that no point shall be missed in the preparation of the Director’s Report.

S.No. Particulars/Disclosure Format, if any Provisions Applicability
Small Private Public Select Public Listed
1 Extract of Annual Return
(Extract of annual return relating to FY to which the Board’s Report relates shall be attached.
MGT 9 Sec 134 (3) (a) r/w rule 12 of Cos (MAD) Rules
2 Number of meetings of the Board, including dates of Board and Committees meetings held indicating the number of Meetings attended by each Director ‐ SS1.
(Clarification by ICSI – SS 1 to apply to BM in respect of which Notices are issued on or after 1st July, 2015.)
Format Attached Sec 134 (3) (b);
Secretarial Standards 1
3 Directors’ Responsibility Statement
‐Accounting Standards
‐Accounting Policies
‐ Proper and efficient care for 3 things
‐Going concern basis
‐Adequate Internal Financial Controls
‐Compliance with all applicable laws
   
4 Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to Central Government :   Sec 134(3)(ca)
5 Company’s policy on Director’s, KMPs
& other employees appointment & remuneration including criteria for determining Qualification, Attributes, Independence, etc.
(For this purpose, limits to be reckoned as existing on the date of Last Audited
  Sec 134 (3) (e);

Sec 178 (1) & (3)

× × ×
PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
6 Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made by the Auditor   Sec 134 (3)(f) (i)
7 Particulars  of  Loans,  guarantees  or investments   Sec 134 (3) (g)
8 Related        Party        Contracts        or arrangements
(Particulars of contract along with justification for entering into such contract)
AOC 2 Sec 134 (3) (h) r/w Rule 8(2) of Cos (Accounts) Rules
9 State of the company’s affairs Sec 134 (3) (i)
10 Amounts  proposed  to  be  carried  to reserves, if any Sec 134 (3) (j)
11 Amount recommended as dividend, if any, Sec 134 (3) (k)
12 Material Changes & Commitments affecting financial position of the Company, occurring after Balance Sheet Date (Details of material changes occurring between date of Financial Statements & Board Report) Sec 134 (4) (l)
13 Energy Conservation, Technology absorption, FOREX earnings & outgo, in prescribed manner Sec 134 (3) (m) r/w Rule 8(3) of Cos (Accounts) Rule
14 Statement indicating  development& implementation of Risk Management Policy
(This is required only if risk factors are there)
Sec 134 (3) (n)
15 Financial Highlights & Change in the nature of business Sec 134 (3)(q) r/w Rule 8(5) (i)&(ii)of
16 Details         of         Directors/         KMP appointed/resigned during the year Sec 134 (3)(q) r/w Rule (8)(5)(iii) of Cos (Accounts) Rules, 2014 &Sec168 (1)
17 Name of the companies which have become/ceased to be subsidiaries, JVs or Associate companies during the year Sec 134 (3)(q) r/w Rule (8)(5)(iv) of Cos (Accounts) Rules, 2014
18 Details of significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company’s operations in future Sec 134 (3)(q) r/w Rule 8 (5) (vii) of Cos (Accounts) Rules
19 Details in respect of adequacy of internal financial controls with reference to Financial Statements Sec 134 (3)(q) r/w Rule 8 (5) (viii) of Cos (Accounts) Rules
20 Separate section containing a  report on performance and financial position of each of subsidiaries,  associates  & JVs included in the Consolidated FS of the Co Rule 8(1) of Cos (Accounts) Rules
EVENT BASED/LIMIT BASED DISCLOSURES
22 Details about CSR Committee, Policy, its implementation and  initiatives taken during the year
(To be included if following limits are triggered –NW ≥ 500Cr TO ≥ 1000 Cr
Format prescribed in CSR Rules Sec 134 (o); 135(2) r/w Rule 8 of Cos (CSR) Rules
23 Disclosure  on  establishment  of  Vigil Mechanism(Applicable to Cos which have accepted deposits from the public or borrowed money from banks & FIs in excess of Rs 50 Cr)   Sec 177(9) r/w Rule 7 of Cos(Meetings of the BoD) Rules
24 Prescribed details of deposits covered under Chapter V of the Act   Sec 134 (3)(q) r/w Rule (8)(5)(v) & (vi) of Cos (Accounts) Rules, 2014
25 Issue of Equity Shares with Differential Rights, Sweat Equity, ESOS, etc.
(This  disclosure  would  be  event based)
  Sec 43, 54 r/w Rule
4 (4); 8 (13) & 12
(9) of Cos & Sec 62 (1)(b) r/w rule 12(9) of Cos(Share Cap & Debenture) Rules
26 Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates   Sec 67(3) r/w Rule 16 of Cos(Share Cap & Debenture) Rules
27 Voluntary revision of financial statements or Board’s report
(Detailed reasons for revision of such financial statements or Board’s report to be disclosed in the Board’s report in the relevant F.Y. in which such revision is being made.)
  Sec 131(1)
DISCLOSURE MANDATORY TO BE MADE BY PUBLIC COMPANY
28 Disclosure about receipt of any commission by MD / WTD from a Company and also receiving commission / remuneration from it Holding or subsidiary   Section 197(14) × × × ×
DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY & SELECTED PUBLIC COMPANY
29 Declaration by Independent Directors   Sec 134 (3)( d) r/w
Sec 149 (6)
× × ×
PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
30 Disclosure on    Reappointment    of Independent Director
(ID is eligible for re‐appointment beyond a term of 5 yrs by passing an SR and if re‐appointed, the company must disclose such re‐ appointment of ID in Board Report.)
  Section 149(10) × × ×
PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
31 Secretarial Audit Report
(To be annexed with Board’s Report)
MR 3 Sec 204 (1) × × ×
PUSC ≥ 50Cr TO ≥ 250 Cr
32 Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made by the PCS in Secretarial Audit report   Sec 134 (3)(f) (ii) × × ×
PUSC ≥ 50Cr TO ≥ 250 Cr
33 Manner in which Formal Annual Evaluation of performance  of Board, its Committees and  individual directors has been carried out   Sec 134 (p) r/w Rule 8 (4) of Cos (Accounts) Rules × × ×
PUSC ≥ 25 Cr
34 The composition of the Audit Committee
Further, if the Board has not accepted any recommendation of the Audit Committee, the same shall also be disclosed along with reasons therefore.
  Sec 177 (8) r/w
Rule 6 of Cos(Meetings of the BoD) Rules
× × ×
PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
35 Corporate     Governance     disclosure requirements   Clause 49 of the Listing Agreement × × × ×
DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY
36 Ratio of remuneration of each director to        the        median        employee’s remuneration  and  other  prescribed details   Section 197(12) r/w Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules × × × ×

CS Divesh Goyal

CS Divesh Goyal is a Fellow member of ICSI, Practicing Company Secretary, and Steering Voice in the Corporate World. He is a Prop. at Goyal Divesh & Associates, Company Secretaries. He is a competent professional having enrich 6 years post qualification experience as Company Secretary with expertise in Corporate Law, FEMA, IBC, SEBI, RBI. He has written more than 600 editorials on Companies Act, 2013 to keep at pace with the latest changes and critically analyse the implications of various provisions of the Companies Act, 2013, Insolvency & Bankruptcy Code, 2016, FEMA, RBI, SEBI etc. He is a vibrant, sought after, and spellbinding speaker and has delivered more than 200 sessions on various aspects of Company Law at ICSI, ICAI, and online platforms. Apart from his passion for his work he also believes in elevating his profession and for that dream

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