Checklist on Board of Directors Report under Companies Act, 2013

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

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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

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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)

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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.)

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Sec 134 (3) (e); Sec 178 (1) & (3)

×

×

×

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PUSC ≥ 10Cr TO ≥ 100 Cr

OL/deposits/ debentures > 50Cr

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5

Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made bythe Auditors in Audit report

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Sec 134 (3)(f) (i)

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6

Particulars of Loans, guarantees or investments u/s 186

‐

Sec 134 (3) (g)

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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

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8

State of the company’s affairs

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Sec 134 (3) (i)

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9

Amounts proposed to be carried to reserves, if any

‐

Sec 134 (3) (j)

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10

Amount recommended as dividend, if any,

‐

Sec 134 (3) (k)

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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)

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Sec 134 (4) (l)

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12

Energy Conservation, Technology absorption, FOREX earnings & outgo, in prescribed manner

‐

Sec 134 (3) (m) r/w Rule 8(3) of Cos (Accounts) Rule

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13

Statement indicating development & implementation of Risk Management Policy

(This is required only if risk factors are there)

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Sec 134 (3) (n)

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14

Financial Highlights & Change in the nature of business

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Sec 134 (3)(q) r/w Rule 8(5) (i)&(ii)of

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15

Details of Directors/ KMP appointed/resigned during the year

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Sec 134 (3)(q) r/w Rule (8)(5)(iii) of Cos (Accounts) Rules, 2014 &

Sec168 (1)

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16

Name of the companies which have become/ceased to be subsidiaries, JVs or Associate companies during the year

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Sec 134 (3)(q) r/w Rule (8)(5)(iv) of Cos (Accounts) Rules, 2014

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17

Details of significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company’s operations in future

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Sec 134 (3)(q) r/w Rule 8 (5) (vii) of Cos (Accounts) Rules

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18

Details in respect of adequacy of internal financial controls with reference to Financial Statements

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Sec 134 (3)(q) r/w Rule 8 (5) (viii) of Cos (Accounts) Rules

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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

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Rule 8(1) of Cos (Accounts) Rules

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20

Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013

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Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013

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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

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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

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23

Prescribed details of deposits covered under Chapter V of the Act

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Sec 134 (3)(q) r/w Rule (8)(5)(v) & (vi) of Cos (Accounts) Rules, 2014

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24

Issue of Equity Shares with Differential Rights, Sweat Equity, ESOS, etc.

(This disclosure would be event based)

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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

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25

Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates

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Sec 67(3) r/w Rule 16 of Cos(Share Cap & Debenture) Rules

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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

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Section 197(14)

×

×

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×

×

Disclosure Mandatory To Be Made By Listed Company & Selected Public Company

27

Declaration by Independent Directors

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Sec 134 (3)( d) r/w

Sec 149 (6)

×

×

×

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PUSC ≥ 10Cr TO ≥ 100 Cr

OL/deposits/ debentures > 50Cr

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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.)

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Section 149(10)

×

×

×

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PUSC ≥ 10Cr TO ≥ 100 Cr

OL/deposits/ debentures > 50Cr

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29

Secretarial Audit Report

(To be annexed with Board’s Report)

MR 3

Sec 204 (1)

×

×

×

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PUSC ≥ 50Cr TO ≥ 250 Cr

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30

Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made by the PCS in Secretarial Audit report

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Sec 134 (3)(f) (ii)

×

×

×

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PUSC ≥ 50Cr TO ≥ 250 Cr

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31

Manner in which Formal Annual Evaluation of performance of Board, its Committees and individual directors has been carried out

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Sec 134 (p) r/w Rule 8 (4) of Cos (Accounts) Rules

×

×

×

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PUSC ≥ 25 Cr

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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.

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Sec 177 (8) r/w

Rule 6 of Cos(Meetings of the BoD) Rules

×

×

×

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PUSC ≥ 10Cr TO ≥ 100 Cr

OL/deposits/ debentures > 50Cr

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33

Corporate Governance disclosure requirements

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Clause 49 of the Listing Agreement

×

×

×

×

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Disclosure Mandatory To Be Made By Listed Company

34

Ratio of remuneration of each director to the median employee’s

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Section 197(12) r/w Rule 5 of

×

×

×

×

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35

remuneration and other prescribed details

Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

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