Checklist on Board’s Report under The Companies Act, 2013
Sr.
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 1stJuly, 2015.)
Format Attached
Sec 134 (3) (b);
Secretarial Standards 1
3
Directors’ Responsibility Statement
i. Accounting Standards
ii. Accounting Policies
iii.Proper and efficient care for 3 things
iv. Going concern basis
6 points
Sec 134 (3)( C) & (5)
4
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 Financial Statements.)
Sec 134 (3) (e); Sec 178 (1) & (3)
×
×
×
PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
5
Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made bythe Auditors in Audit report
Sec 134 (3)(f) (i)
6
Particulars of Loans, guarantees or investments u/s 186
Sec 134 (3) (g)
7
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, 2014
8
State of the company’s affairs
Sec 134 (3) (i)
9
Amounts proposed to be carried to reserves, if any
Sec 134 (3) (j)
10
Amount recommended as dividend, if any,
Sec 134 (3) (k)
11
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)
12
Energy Conservation, Technology absorption, FOREX earnings & outgo, in prescribed manner
Sec 134 (3) (m) r/w Rule 8(3) of Cos (Accounts) Rule
13
Statement indicating development & implementation of Risk Management Policy
(This is required only if risk factors are there)
Sec 134 (3) (n)
14
Financial Highlights & Change in the nature of business
Sec 134 (3)(q) r/w Rule 8(5) (i)&(ii)of
15
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)
16
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
17
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
18
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
19
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
20
Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013
Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013
Event Based/Limit Based Disclosures
21
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
NP≥ 5 Cr)
Format prescribed in CSR
Rules
Sec 134 (o); 135
(2) r/w Rule 8 of Cos (CSR) Rules
22
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)
c 177(9) r/w Rule 7 of Cos(Meetings of the BoD) Rules
23
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
24
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
25
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
Disclosure Mandatory To Be Made By Public Company
26
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
27
Declaration by Independent Directors
Sec 134 (3)( d) r/w
Sec 149 (6)
×
×
×
PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
28
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
29
Secretarial Audit Report
(To be annexed with Board’s Report)
MR 3
Sec 204 (1)
×
×
×
PUSC ≥ 50Cr TO ≥ 250 Cr
30
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
31
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
32
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
33
Corporate Governance disclosure requirements
Clause 49 of the Listing Agreement
×
×
×
×
Disclosure Mandatory To Be Made By Listed Company
34
Ratio of remuneration of each director to the median employee’s
Section 197(12) r/w Rule 5 of
×
×
×
×
35
remuneration and other prescribed details
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

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