Sec 134 ofCompanies Act, 2013 read with Companies (Accounts) Rules, 2014 and other Rules
The Directors/Board’ report is a financial document that is required to file at end of the financial year by the Companies as an attachment in e-form AOC-4. The following are the disclosures to be made in the Board Report: –
| S. No. | Particulars | Small Company /OPC | Private Company | Public Company | Listed Company |
| 1. | Financial Results-Standalone and Consolidated (If any) and Highlight | Applicable | |||
| 2. | State Of Company’s Affairs & Operations | Applicable | |||
| 3. | Material Changes and commitment affecting the financial position of the company | Applicable | |||
| 4. | Number of the Board Meetings conducted during the FY specifying the dates of the BM | Applicable | |||
| 5. | Details of Director who were appointed or resigned during the FY | Applicable | |||
| 6. | Director Responsibility Statement | Applicable | |||
| 7. | The WEB link where annual return of company shall be published. | Applicable | |||
| 8. | Details of significant material orders passed by regulators/courts/ tribunals against the going concern status of the company | Applicable | |||
| 9. | Details of fraud reported by the auditor under sub section (12) of Sec 143 of Companies Act. | Applicable | |||
| 10. | Comments by the Board on qualification/ adverse remark by the auditor and PCS in their audit reports. | Applicable | |||
| 11. | Statement that company complies with Secretarial Standards | Applicable | |||
| 12. | The amounts, if any, which it proposes to carry to any reserves | Applicable | |||
| 13. | Dividend Recommendation for the FY | Applicable | |||
| 14. | Particulars of Loans, Guarantees or Investments provided under Section 186 | Applicable | |||
| 15. | Change in the nature of business if any | NA | Applicable | ||
| 16. | Statement regarding opinion of the Board with regard to proficiency, integrity of ID appointed during the FY | NA | NA | Applicable | |
| 17. | Name of the companies which have become or ceased to be the subsidiary, associate, joint venture during the FY. The details about these companies shall be given in Annexure in Form AOC-1 | NA | Applicable | ||
| 18. | Details of deposits accepted, unpaid, unclaimed and defaulted in the repayment during the year. | NA | Applicable | ||
| 19. | Details of deposit not in compliance with Chapter V of the Act | NA | Applicable | ||
| 20. | Foreign Exchange earnings and outgo during the FY | NA | Applicable | ||
| 21. | Details of Conservation of Energy, Technology Absorption as mentioned in Rule 8 Companies (Accounts) Rules, 2014 | NA | Applicable | ||
| 22. | Details in respect of Adequacy of Internal Financial Controls with Reference to The Financial Statements | NA | Applicable
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| 23. | D0isclosure whether the maintenance of cost records as specified by CG Section under Sec 148(1) of the Companies Act, 2013 is required to be maintained by the company or not | NA | Applicable | ||
| 24. | Statement that company has complied provisions relating to Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 | NA | Applicable | ||
| 25. | A statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual director | NA | NA | Paid up share capital >= 25 crores | Applicable |
| 26. | Particulars of Contract or Arrangements with Related Parties. The details of such shall be provided in Annexure in Form AOC-2 | Applicable | |||
| 27. | A statement on Declaration given by Independent Director | NA | NA | Applicable if IDs are appointed | Applicable |
| 28. | Disclosure about the company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided | NA | NA | Applicable if NRC committee is formulated | Applicable |
| 29. | Composition of the Audit Committee and if the Board has not accepted any recommendation of the Audit Committee, the same shall also be disclosed along with reasons therefore | NA | NA | Applicable if NRC committee is formulated | Applicable |
| 30. | Details of Establishment of vigil mechanism | NA | If the company has accepted deposits from the public or borrowed money from banks & FIs in excess of Rs 50 Cr | Applicable | |
| 31. | Statement indicating development and implementation of Risk Management Policy (Only if there are any risk) | Applicable | |||
| 32. | If the financial statements and the Board report has been revised by the Company under Section 131 of the Companies Act then the detailed reasons for revision of such financial statement or report shall also be disclosed | Applicable | |||
| 33. | Share Capital of the Company and the details of issue of securities made during the year. | Applicable | |||
| 34. | Details about policy developed by the company on CSR initiatives during the year. The annual report of CSR shall be enclosed as an annexure in the Board Report | NA | Net Worth> 500 CR
Turnover> 1000 CR Net Profit> 50 CR |
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| 35. | Details of ESOP granted, vested, exercised, lapsed during the FY along with the details of employees to whom such ESOP is granted, vested, exercised, lapsed. | Applicable | |||
| 36. | Share Capital of the Company and the details of issue of securities made during the year. | Applicable | |||
| 37. | Name of the Statutory Auditor of the company and the changes in the appointment of the auditor during the FY | Applicable | |||
| 38. | Name of the Secretarial Auditor and the statement that the secretarial audit report is attached as an Annexure to the Report in Form MR-3 | NA | O/s loans and borrowings >= 100 crore | Paid Up share Capital ≥ 50Cr
OR Turnover ≥ 250 Cr OR O/s loans and borrowings >= 100 crore |
Applicable |
| 39. | Disclosure about receipt of any commission by MD / WTD from a Company and also receiving commission / remuneration from it Holding or subsidiary as per Section 197(14) | NA | NA | Applicable | Applicable |
| 40. | Disclosure:
1. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; 2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; 3. the percentage increase in the median remuneration of employees in the financial year; 4. the number of permanent employees on the rolls of company; 5. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration 6. affirmation that the remuneration is as per the remuneration policy of the company. |
NA | Applicable | ||
| 41. | Name /designation of the top 10 employees in terms of remuneration drawn along with all the details mentioned in Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 | NA | NA | Applicable | Applicable |
| 42. | Additional Annexures to the Board Report: –
1. Corporate Governance Report 2. Management and Discussion Analysis Report 3. Business Responsibility Report |
NA | NA | NA | Applicable |
| 43. | 1. Details of application made or any preceding pending under IBC, 2016 during the FY along with the current status
2. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof |
NA | (These ones are applicable from 01st April 2021 therefore they will be disclosed in the Board Report for the year 2021-22 onwards)
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SIGNATURE: The Board’s report and the annexures shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.
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