Checklist on Board’s Report under Companies Act, 2013

S.
N.

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.)

–

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(applies only to listed company)

‐Compliance with all applicable laws

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

√

√

√

√

√

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)

‐

Sec 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

√

√

√