Contents of Director Report Under Company Law & SEBI (LODR) 2015

• The financial results of the year
• Appropriation of profit including the transfer to general reserve which is left to the Director to decide.
• problems faced by the company which has affected the Profits and measures that have been taken to improve the working and reduces the costs.

• The web address where the extract of Annual Return under section 92(3) is placed.

• No. of board meetings with date held during the year
• No. and date of committee meetings held during the year
• No of board meeting attended by each director during the year.

• Limit of Upto 60% of paid up capital and free reserves or 100% of free reserves whichever more passed by Board resolution
• Exceeding the above limits, special shareholders resolution required

• Covers only transactions which are not at arms length and not in ordinary course of business

• Not applicable to OPCs and Small Companies

• Not applicable to OPCs and small companies

• Directors to mention explanation or comments on every qualification, reservation or adverse remarks

• the recommendation of the Board reg. dividend for the approval of shareholders at the AGM

• Top 1000 listed entities on the basis of market capitalization

• Not applicable to OPCs and Small Companies.

• Disclosures on financial summary and change in the nature of the business must be mentioned.
• Not applicable to OPCS and small Companies

• it is only required to comment on the adequacy of Internal Financial Control and not on its effectiveness.
• Not applicable to OPCS and small Companies

• in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
• the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the F.Y. and of the profit and loss for that period;
• the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
• the directors had prepared the annual accounts on a going concern basis.
• the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
• the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Opinion of Board with respect to integrity, expertise, proficiency of Independent Directors

• Listed Public Company
• Public Companies with paid-up share capital of Rs. 10 crores or more; or
• Public Companies with turnover of Rs. 100 crore or more; or

Public Companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.

• Director’s Appointment
• Director’ remuneration
• Criteria for determining qualifications, positive attributes, independence of a director.

Applicable to:

Listed Public Company

• Public Companies with paid-up share capital of Rs. 10 crores or more; or
• Public Companies with turnover of Rs. 100 crore or more; or

Public Companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.

• Conservation of energy
• Technology absorption
• Foreign Exchange earnings and outgo;

During the F.Y

Not applicable to government companies producing defence equipment’s, small companies and OPCs.

• net worth of rupees five hundred crore or more,
• Turnover of rupees one thousand crore or more or
• Net profit of rupees five crore or
  more during any financial year shall constitute a Corporate Social
  Responsibility Committee.
• Such Co. must disclose the CSR policy and the amount spent during F.Y

Where the amount to be spent on CSR is less than Rs 50 lacs,  no requirement of  forming  the
committee.

• Applicable to listed company and every other public company having such paid-up share capital of Rs. 25crore or more,

• accepted during the year
• remained unpaid or unclaimed as at the end of the year.
• whether there has been any default in  repayment  of  deposits  or payment of interest thereon during the year
•  Also, the details of deposits which are  not in compliance with the
  requirement of Chapter V of the Act.
• Not applicable to OPCs and Small Companies.

• Need to disclose any significant orders which impacts or will impact the concern of the co, passed during the F.Y.
• Not applicable to OPCS and small Companies

• If any preferential issue was made, its details are to be disclosed.

• Details of sweat equity OR ESOPS shall be mentioned .

Not applicable to OPCS and small Companies

149(10)

• If any independent director is reappointed during the F.Y , it shall be disclosed in the Directors Report

• Reasons for voluntary revision shall

be disclosed

• Listed Entities
• all public companies with a paid up capital of Rs.10 Crores or more;
• all public companies having turnover of Rs.100 Crores or more;
• all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 Crores or more.

• Every listed companies;
• Every other company which accepts deposits from the public;
• Every company which has borrowed money from banks and public financial institutions in excess of Rs. 50.00 (Fifty) Crores.

• Every F.Y Companies shall calculate the ratio between remuneration of directors to the median remuneration of employees.

• names of top ten employees in terms of remuneration drawn
• the name of other employees who:

(i)if employed throughout the financial year was in receipt of remuneration for that year of one crore and two lakh rupees

(ii) if employed for part of the financial year was in receipt of remuneration for any part of that year of eight lakh and fifty thousand rupees per month.

• Directors Report should include discussion on the following:

(i) Industry structure and developments.

(ii) Opportunities and Threats.

(iii) Segment–wise or product-wise performance.

(iv) Outlook

(v) Risks and concerns.

(vi) Internal control systems and their adequacy

• Disclosures of amounts at the year end and the maximum amount

• the circumstances under which the shareholders of the listed entities may or may not expect dividend;
• the financial parameters that shall be considered while declaring dividend;
•  internal and external factors that shall be considered for declaration of dividend;
•  policy as to how the retained earnings shall be utilized; and
•  parameters that shall be adopted with regard to various classes of shares:

• Loans and advances in the nature of loans to subsidiaries , associates and companies in which its directors are interested
• Nature of the loan, amount and the name of the recipient shall be disclosed
• Investments by the loanee in the shares of parent company and subsidiary company
• Same disclosures as applicable to the parent company in the accounts of subsidiary company

• Board of directors
• Audit committee
• Nomination and Remuneration Committee
• Remuneration of Directors
• Stakeholders’ grievance committee
• General body meetings
• Means of communication
• General shareholder
  information

• Declaration shall state affirmance to the code of conduct by Board of Directors and senior management

• Certificate certifying compliance of corporate governance
• This should be annexed to the directors report