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

Corporate Laws / Banking / SEBI - By: - Chinki Singhal - Dated:- 3-8-2018 - Director s Report pursuant to section 134 of the Companies Act, 2013 along with Rule 8 of Companies (Accounts) Rules, 2014 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.[ .....

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43 other than those which are reportable to the Central Government[S.134(3)(ca)] a statement on declaration given by independent directors under sub-section (6) of section 149 [S.134(3)(d)] 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)] explan .....

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rs; [S.134(3)(i)] the amounts, if any, which it proposes to carry to any reserves; [S.134(3)(j)] the amount, if any, which it recommends should be paid by way of dividend; [S.134(3)(k)] 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)] The report of the Board shall contain the following information and .....

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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 term .....

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g the year; [S.134(3)(o)] 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)] the financial summary or highlights; th .....

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sits 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; the details of deposits which are not in compliance with the requirements of Chapter V of the Act; 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; the details in respect of .....

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under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Companies (Accounts) Amendment Rules, 2018) Note:- Above provisions defined under Rule 8 shall not apply to One Person Company or Small Company.(Companies (Accounts) Amendment Rules, 2018) Every Listed Company shall disclose in the Board s Report, the ration of the remuneration of each director to the median employee s remuneration and such other details as mentioned in Rule 5 of Companies (Appo .....

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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 fin .....

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