The Board’s Report is the most vital means of communication by the Board of Directors of a company with its shareholders. It is an all-inclusive document which serves to inform the shareholders about the performance and various other aspects of the company, its major policies, relevant changes in management, future programmes of expansion, modernization and diversification, capitalization or reserves, etc. The Board’s Report enables not only the shareholders but also the lenders, bankers, government and the public to make an appraisal of the company’s performance and provides an insight into the future growth and profitability of the company.

The Companies Act, 2013 is based on enhanced disclosures and transparency. The Act requires the Board of Directors to disclose on various parameters including the risk management, board evaluation, implementation of Corporate Social Responsibility, a statement of declaration given by independent directors, extracts of annual return etc. The Secretarial Audit Report is also required to be annexed to the Board’s Report.

Following are the main disclosures which should be included in the Board report as per the prescribed provision of the Companies Act, 2013:

1. Financial summary or highlights;

2. State of the company’s affairs;

3. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;

4. Amounts, if any, which it proposes to carry to any reserves;

5. Amount, if any, which it recommends should be paid by way of dividend;

6. Number of meetings of the Board;

7. Change in the nature of business, if any;

8. Companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;

9. Details of directors or key managerial personnel who were appointed or have resigned during the year;

10. Directors’ Responsibility Statement;

11. Particulars of loans, guarantees or investments under section 186;

12. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188in AOC-2;

13. Details in respect of frauds reported by auditors under sub-section (12) of section 143other than those which are reportable to the Central Government.

14. Statement on declaration given by independent Directors under sub-section (6) of section 149;

15. Company covered under sub-section (1) of section 178, company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178

16. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—by the auditor in his report; and by the company secretary in practicein his secretarial audit report;

17. Conservation of energy, technology absorption, foreign exchange earnings and outgo;

18. Details relating to deposits,

19. Risk Management Policy

20. Corporate Social Responsibility

21. Detail of Vigil mechanism

22. Name of Statutory Auditor of the company and changes in the appointment of the auditor during the Financial year;

23. Annual evaluation of the performance of the Board, its Committees and of individual Directors has been made;

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

25. Details in respect of adequacy of internal financial controls with reference to the Financial Statements;

26. Cost Records

27. Statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

28. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

29. 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

The Board’s report and its annexures shall be signed by the 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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