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Guideline on Drafting of Directors Report / Checklist of Directors Report

CS Divesh Goyal 10 Aug 2024 14,538 Views 1 comment Print Company Law | Articles

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Summary: The Directors’ Report is a crucial document required by the Companies Act, 2013, which mandates that every company’s Board of Directors attach their report to the financial statements presented at the annual general meeting. The report must include various disclosures, as stipulated by the Act, and in the case of listed companies, additional requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This editorial provides a detailed checklist for drafting a Directors’ Report across different types of companies, including one-person companies, small companies, private companies, unlisted public companies, and listed companies. Key disclosures in the report include the extract of the annual return, number of board meetings, Directors’ Responsibility Statement, policies on appointments and remuneration, and explanations on any adverse remarks in the audit report. The checklist also covers specific event-based disclosures such as details on Corporate Social Responsibility (CSR), establishment of Vigil Mechanisms, and various financial particulars required by the law. This comprehensive guidance ensures that all necessary legal requirements are met when drafting the Directors’ Report.

Guideline on Drafting of Directors Report Checklist of Directors Report

In this editorial, we have covered the checklist for a one-person Company, a small company, a non-small Private Company, an unlisted public company, and a listed company.

Checklist on Board’s Report under The Companies Act, 2013

S.
No.

Particulars/ Disclosure

Format, if any

Provisions

Applicability

OPC

Small

Private

Public

Selected 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

No Section for this now.

Removed from Companies Act for all type of Companies.

2. Publication of Annual Return i. e. MGT-7 of FY 2023-24

If Company having website.

Section 92(3) read Section 134(3) (a)

Rule 8A (1)(a)

√

3. 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 1^st July, 2015.)

Format Attached

Sec 134 (3) (b);

Secretarial Standards 1

Rule 8A (1)(b)

√

4. Directors’ Responsibility Statement

‐ Accounting Standards

‐ Accounting Policies

‐ Proper and efficient care for 3 things

‐ Going concern basis

‐Adequate Internal Financial Controls

‐Compliance with all applicable laws

6 points

Sec 134 (3)( C) & (5) Rule 8A (1)(C)

√

5. 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

√

6. 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) Rule 8A (1)(e)

√

7. Particulars of Loans, guarantees or investments u/s 186

‐

Sec 134 (3) (g)

√

8. 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 Company (Accounts) Rules

√

9. State of the company’s affairs

‐

Sec 134 (3) (i) Rule 8A (1)(f)

√

10. Amounts proposed to be carried to reserves, if any

‐

Sec 134 (3) (j)

×

√

11. Amount recommended as dividend, if any,

‐

Sec 134 (3) (k)

×

√

12. 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 (3) (L)

Rule 8A (1)(h)

√

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

‐

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

×

√

14. Statement indicating development & implementation of Risk Management Policy (This is required only if risk factors are there)

‐

Sec 134 (3) (n)

×

√

15. Financial Highlights & Change in the nature of business

‐

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

√

16. Details of Directors/ KMP appointed/resigned during the year

‐

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

Sec168 (1)

√

17. 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

×

√

18. 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

Rule 8A (1)(j)

√

19. 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

×

√

20. 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

×

√

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

‐

Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013 Rule 8 (5) (X) of Cos (Accounts) Rules

√

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

–

Section 143(12) read with Rule 8A and Section 134 (3) (CA) Rule 8A (1)(d)

√

23. Compliance with Secretarial Standard

–

As per Secretarial Standard issued u/s 118

√

EVENT BASED/LIMIT BASED DISCLOSURES

24. Details about CSR Committee, Policy, its implementation and initiatives taken during the year

Format prescribed in CSR

Rules

Sec 134 (o); 135 (2) r/w Rule 8 of Cos (CSR) Rules

√

25. 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

√

26. 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

×

√

27. 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

√

28. 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

√

29. Whether Cost records appliable on the Company. If Yes, whether record maintained

Sec 134 (3)(q) r/w Rule (8)(5)(ix)

Required to give disclosure only in case when Cost records applicable on the Company.

30. Details of application made under Insolvency and Bankruptcy code during year along with status at the end of the financial year.

Sec 134 (3)(q) r/w Rule (8)(5)(xi)

×

√

31. 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 Bank and Financial Institution.

Sec 13 4 (3)(q) r/w Rule (8)(5)(xii)

×

√

DISCLOSURE MANDATORY TO BE MADE BY PUBLIC COMPANY

32. Disclosure about receipt of any commission by MD / WTD from a Company and also receiving commission / remuneration from it Holding or subsidiary

‐

Section 197(14)

×

√

DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY & SELECTED PUBLIC COMPANY

33. Declaration by Independent Directors

‐

Sec 134 (3)( d) r/w Sec 149 (6)

×

√

PUSC ≥ 10Cr TO ≥ 100 Cr

OL/deposits/ debentures > 50Cr

√

34. A statement regarding opinion of the board with regard to integrity, expertise and experience of the Independent Director appointed during the year.

‐

Sec 134 (3)(q) r/w Rule (8)(5)(iiia)

×

√

35. 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.)

‐

Section 149(10)

×

√

PUSC ≥ 10Cr TO ≥ 100 Cr

OL/deposits/ debentures > 50Cr

√

36. Secretarial Audit Report

(To be annexed with Board’s Report)

MR 3

Sec 204 (1)

×

√

PUSC ≥ 50Cr TO ≥ 250 Cr

√

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

‐

Sec 134 (3)(f) (ii)

×

√

PUSC ≥ 50Cr TO ≥ 250 Cr

√

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

‐

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

×

√

PUSC ≥ 25 Cr

√

39. 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.

‐

Sec 177 (8) r/w Rule 6 of Cos(Meetings of the BoD) Rules

×

√

PUSC ≥ 10Cr TO ≥ 100 Cr OL/deposits/ debentures > 50Cr

√

40. Corporate Governance disclosure requirements

‐

Clause 49 of the Listing Agreement

×

√

DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY

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

‐

Section 197(12) r/w Rule 5 of

×

√

42. Remuneration and other prescribed details

Companies (Appointment & Remuneration of Managerial Personnel) Rules

×

√

43. Voluntary revision of financial statements or Board’s report

–

Sec 131 (1)

√

******

Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).

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Name: CS Divesh Goyal

Qualification: CS

Company: Goyal Divesh & Associates

Location: Delhi, New Delhi, IN

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One Comment

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July 27, 2021 at 9:08 am

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Guideline on Drafting of Directors Report / Checklist of Directors Report

Checklist on Board’s Report under The Companies Act, 2013

S. No.

Particulars/ Disclosure

Format, if any

Provisions

Applicability

OPC

Small

Private

Public

Selected 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

No Section for this now.

Removed from Companies Act for all type of Companies.

2.

Publication of Annual Return i. e. MGT-7 of FY 2023-24

If Company having website.

Section 92(3) read Section 134(3) (a)

Rule 8A (1)(a)

√

√

√

√

√

√

3.

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 1st July, 2015.)

Format Attached

Sec 134 (3) (b);

Secretarial Standards 1

Rule 8A (1)(b)

√

√

√

√

√

√

4.

Directors’ Responsibility Statement

‐ Accounting Standards

‐ Accounting Policies

‐ Proper and efficient care for 3 things

‐ Going concern basis

‐Adequate Internal Financial Controls

‐Compliance with all applicable laws

6 points

Sec 134 (3)( C) & (5) Rule 8A (1)(C)

√

√

√

√

√

√

5.

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

√

6.

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) Rule 8A (1)(e)

√

√

√

√

√

√

S.
No.

(Clarification by ICSI – SS 1 to apply to BM in respect of which Notices are issued on or after 1^st July, 2015.)