Everything About Directors Report under Companies Act, 2013

Number of Board Meeting held during the year

– Accounting Standard

– Accounting Policy

– Proper and efficient care for three things:

• Going concern Basis
• Adequate Internal Financial Control
• Compliances with all applicable law

The Report will mention yearly total Sales Turnover and Income and Point out any problems faced by the company which have affected the profits and measures which have been taken to improve the working and reduce costs.-

Post Balance Sheet Events

The term material included items, the knowledge of which might influence the decision of use of financial statement.

• Director appointed during the year.
• Director resigned during the year.

• There is required to disclose by director in Board’s Report all the related party transaction entered along with the justification for entering into such contract and arrangement by the company during financial year.

• Number of Board Meeting held during the year
• Date of Board Meetings held during the year
• Number and Date of Committee meeting held during the year
• No. of Board Meeting attended by the each Directors during the year

– Accounting Standard

– Accounting Policy

– Proper and efficient care for three things:

• Going concern Basis
• Adequate Internal Financial Control
• Compliances with all applicable law

The Report will mention yearly total Sales Turnover and Income and Point out any problems faced by the company which have affected the profits and measures which have been taken to improve the working and reduce costs.

The term material included items, the knowledge of which might influence the decision of use of financial statement.

(A) Conservation of energy–

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption-

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product

development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

But the Board’s Report shall contain a Separate section wherein a report on the performance and financial position of each:

• Subsidiary
• Associate

Joint venture companies, including in the consolidated financial statement is presented.

• Director/KMP appointed during the year.
• Director/KMP resigned during the year.

• Company should make disclosure in Board Report relating to Constitution of Committee for Sexual Harassment of Women & Workplace.

• Adequate Internal Financial Control- Rule 8(5)(viii)

• In case of private limited company board of director is required to comment only on the adequacy of Internal Financial Control (Sec- 134(5)(e)} and not on its effectiveness.

• Details of Deposit – Rule 8(5)(v)

a. Number of Share issued Condition of issue of shares.

b. Pricing formula

c. Total Sweat equity share issued.

d. Money realized and benefit accrued

e. Diluted EPS pursuant to issue of sweat equity shares.

f. If ESOP has been given, its details are to be disclosed.

• If provisions of vigil Mechanism apply on company, then directors required to disclose in Board’s report establishment of Vigil Mechanism.
• Also a requirement in terms of Clause 49(vii)(H)(2) of Clause 49.
• Applicable to the Companies which have borrowed money from banks & FIs in excess of Rs. 50 Crore.

• A MD/WTD of company can receive remuneration or commission from any holding company or subsidiary company of such company. This should be disclosed by the company in Board’s Report.

• Details of deposits which are not in compliance with the requirement of chapter V of the Act.
• Deposit Accepted during the year.
• Unpaid and unclaimed deposit at the end of the year.
• If there is any default in repayment of deposit or payment of interest thereon during the year then; Number of such cases and total amount involved

– At the beginning of the year

– Maximum during the year

– At the end of the year

Details about:

• Policy;
• Its Implementation;
• Spending as per Format in CSR Rules.

This will go as a separate annexure to the Board Report in the formant prescribed in CSR Rules. The concept of CSR is based on the principle ‘comply or explain’.

Hence, if Company fails to spend, the Board shall in its report specify the reason for not spending the amount and in case it does not disclose the reason for not spending, the company shall be punishable with fine.

• Name of retiring directors and whether or not they offer themselves for re-appointment.
• Casual vacancies in the Board filled during the year.
• Re-appointment.
• Casual vacancy in the Board filed during the year
• Changes in Board during the year, by change of nominees, appointment of additional directors, death, resignation or any other reason
• Details, if anyone is contesting for election as director/ small shareholder director.

• If a public company provide financial assistance for the purchase of, or subscription for, fully paid-up shares in the company or its holding company, if the purchase of, or the subscription for, the shares held by trustees for the benefit of the employees or such shares held by the employee of Company.