Preparation of Boards Report is one of the most vital phenomena of a Company with consistent deliberations like what should form a part of the report and what not, so that it becomes apt to be served to the shareholders & stakeholders to cater their needs satisfactorily. With the new Companies Act, the Boards Report was made quite lengthy with lot of information to be given and especially the inclusion of MGT-9 (Extract of Annual Return). All the Companies were on the same platform with the requirement to mention the detail as sought in Section 134 (Boards Report) read with Section 129 (Financial Statement) and rules made there under.
On 31st July, 2018 MCA notified Companies (Accounts) Amendment Rules, 2018 wherein a new Rule 8A was inserted specifying the matters to be stated in Boards Report of Small Company and OPC(One Person Company).
Let’s brush up the basics:
- Small Company: Section 2(85) of the Act says that a company other than public company whose:
(i) Paid up share capital does not exceed 50 lakh rupees or such higher amount as may be prescribed which shall not be more than Rupees 10 crore
and
(ii) Turnover of which as per profit and loss account for immediately preceding financial year does not exceed Rupees 2 crore or such higher amount as may be prescribed which shall not be more than Rupees 100 crore
- OPC: Section 2(62) of the Act defines OPC as the Company which has only one person as member.
10 Points of Boards Report:
These ten points can be categorised under three categories for easy understanding:
BASIC & FINANCIAL DETAILS
1. Website of the Company, if any.
2. The state of affairs of company.
3. Financial summary or highlights.
4. Material changes from the date of closure of the financial year in the nature of business and their effect on the financial position of the company.
5. Details or significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.
DETAILS OF BOARD
6. Number of Board Meetings.
7. Directors Responsibility Statement as per Section 134(5) of the Act.
8. Details of Directors appointed or resigned during the year.
DETAILS RELATING TO AUDIT REPORT
9. Details of Fraud reported by Auditors under Section 143(12) other than those which are to be reported to Central Government.
10. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made in the Auditors Report.
Annexure:
AOC-2- Particulars of Contract or Arrangement with Related Parties as per Section 188(1) of Companies Act, 2013 shall be annexed to the Boards Report.
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