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CONTENT OF DIRECTOR’S REPORT FOR THE FY ENDED ON MARCH 31, 2018

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CONTENT OF DIRECTOR’S REPORT FOR THE FY ENDED ON MARCH 31, 2018
By: Chinki Singhal
August 3, 2018
All Articles by: Chinki Singhal       View Profile
  • Contents

Director’s Report pursuant to section 134 of the Companies Act, 2013 along with Rule 8 of Companies (Accounts) Rules, 2014

  1. The Board’s Report shall be prepared based on the stand alone financial statements of the company and shall report on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report.[R8(1)]
  2. the extract of the annual return as provided under sub-section (3) of section 92; [S.134(3)(a)]#[Acc. to Companies Amendment Act, 2017 in Section 134(3)(a) the web address if any where annual return referred to in subsection (3) of Section 92 has been placed is substituted. (This section is not yet notified)]
  3. number of meetings of the Board; [S.134(3)(b)]
  4. Directors‘ Responsibility Statement; [S.134(3)(c)]
  5. 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[S.134(3)(ca)]
  6. a statement on declaration given by independent directors under sub-section (6) of section 149 [S.134(3)(d)]
  7. in case of a 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; [S.134(3)(e)]
  8. explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made- (i) by the auditor in his report; and (ii) by the company secretary in practice in his secretarial audit report; [S.134(3)(f)]
  9. particulars of loans, guarantees or investments under section 186; [S.134(3)(g)]
  10. particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2; [S.134(3)(h) & R.8(2)]
  11. the state of the company‘s affairs; [S.134(3)(i)]
  12. the amounts, if any, which it proposes to carry to any reserves; [S.134(3)(j)]
  13. the amount, if any, which it recommends should be paid by way of dividend; [S.134(3)(k)]
  14. 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; [S.134(3)(l)]
  15. The report of the Board shall contain the following information and details, namely:- (A) Conservation of energy- (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising 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. (exception:-Government company engaged in producing defence equipment) [S.134(3)(m) & R. 8(3)]
  16. a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company; [S.134(3)(n)]
  17. the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year; [S.134(3)(o)]
  18. in case of a listed company and every other public company having a paid-up  share capital of twenty five crore rupees or more calculated at the end of the preceding financial year shall include, 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. [S.134(3)(p) & R8(4)] Also provide following information:[R8(5)]
    1. the financial summary or highlights;
    2. the change in the nature of business, if any;
    3. the details of directors or key managerial personnel who were appointed or have resigned during the year;
    4. the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;
    5. the details relating to deposits, covered under Chapter V of the Act,- (a) accepted during the year; (b) remained unpaid or unclaimed as at the end of the year; (c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- (i) at the beginning of the year; (ii) maximum during the year; (iii) at the end of the year;
    6. the details of deposits which are not in compliance with the requirements of Chapter V of the Act;
    7. the 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;
    8. the details in respect of adequacy of internal financial controls with reference to the Financial Statements.
    9. a disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained(Companies (Accounts) Amendment Rules, 2018)
    10. a 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 (Companies (Accounts) Amendment Rules, 2018)

Note:-

Matters to be included in Board’s Report for One Person Company and Small Company i.e Abridged Board’s Report.[R8A: Companies (Accounts) Amendment Rules, 2018]

(1) 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 following:-

(a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed;

(b) number of meetings of the Board;

(c) Directors’ Responsibility Statement as referred to in sub-section (5) of section 134;

(d) 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;

(e) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report;

(f) the state of the company’s affairs;

(g) the financial summary or highlights;

(h) material changes from the date of closure of the financial year in the nature of business and their effect on the financial position of the company;

(i) the details of directors who were appointed or have resigned during the year;

(j) the details or significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

(2) The Report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2.”

Note:- Section 134(3A) inserted by Companies Amendment Act, 2017 that the Central Government may prescribed an abridged Board’s Report for the purpose of Compliance with this section by one person company or small company(This section is not yet notified)

Contents of Director’s Report under SEBI LODR Regulations, 2015 [R. 34(2) & Schedule-V]

  1. Related Party Disclosure.
  2. Management Discussion and Analysis Report and Disclosure of Accounting Treatment
  3. Corporate Governance Report(*)
  4. Declaration signed by CEO for affirmation of code of conduct(*)
  5. Compliance Certificate(*)
  6. Disclosures with respect to de-mat suspense account/unclaimed suspense account

*Note :- The Corporate Governance Report, Declaration signed by CEO and Compliance certificate are not applicable to those Listed Companies whose paid up capital is less than ₹ 10 crore and net-worth is less than ₹ 25 crore.

General Points to be included in Director’s Report

  • Background of the Company
  • Business Performance
  • Share Capital
  • Vigil Mechanism
  • Human Resources
  • Compliance
  • Details of Committees and their meetings
  • Details of Auditors
  • Acknowledgement

Hope the information will assist you in your Professional endeavours. In case of any query / information, please do not hesitate to write back to us at pcschinki@gmail.com.

 

By: Chinki Singhal - August 3, 2018

 

 

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