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Matters Need to be Covered in Board of Directors Report under Companies Act, 2013

1. Web address, if any, where annual accounts were placed

2. Number of meetings of the Board

3. Director’s Responsibility Statement (DRS)

4. Details in respect of fraud reported by Auditor as per section 143 of the Companies Act, 2013.

5. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the Financial Auditor or by the Secretarial Auditor in its Secretarial Audit Report

6. Particulars of contracts or arrangements with related parties as per section 188 in the Form AOC 2.

7. The state of the company’s affairs

8. Financial summary or highlights of the company

9. Details of directors or KMP who were appointed or have resigned during the year

10. 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

11. Statement of declaration given by Independent Director under section 149

12. In case of a company covered under section 178(1), company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, and other matters provided under section 178

13. Particulars of loans, guarantee or investment under section 186 of the Companies Act, 2013

14. The amounts, if any, which it proposes to carry to any reserves

15. Compliance of the Secretarial Standard 

16. If there is any change in capital

17. The amount, if any, which it recommends should be paid by way of dividend;

18. 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;

19. Details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed

20. A statement indicating development and implementation of a risk management policy.

21. The details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;

22. Highlights of the Performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report

23. Every listed company and every other public company having a paid up share capital of Rs. 25 Cr. or more calculated at the end of the preceding financial year shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

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

25. The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year

26. Details relating to deposits, covered under Chapter V of the Act

27. Details of deposits which are not in compliance with the requirements of Chapter V of the Act;

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

29. Disclosure, as to whether maintenance of cost records as specified by the Central Government under section148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained,

30. 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

31. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along nwith their status as at the end of the financial year.

32. The 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.

ABRIDGED BOARD REPORT: The Board’s Report of One Person Company and Small Company shall be prepared based on the stand-alone financial statement of the company, which shall be in abridged form and contain the points from 1 to 10 only.

SIGNING: The Board’s report shall be signed by its chairperson of the company if he is authorized by the Board and where he is not so authorized, 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.

 PENALTY: If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.


Disclaimer: –The above mentioned article has been based on relevant provisions of Companies Act, 2013. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.

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May 2024