Disclosure
in Director's Report under Companies Act, 2013
Click on link to get documents in word.
Chapter
|
Section
|
Rule
|
Particulars/Disclosures/Content/Comment
|
For all Companies
|
|||
Financial Statements
|
|||
9
|
8(1)
|
Director's Report shall report on the highlights of performance of the
subsidiaries, associate and JV companies and their contribution to the overall performance of the company during the period under report.
|
|
9
|
8(5)(iv)
|
The
names of companies which have become or ceased to be its Subsidiaries, joint
ventures or associate companies during the year.
|
|
9
|
8(5)(i)
|
The
financial summary or highlights
|
|
9
|
8(5)(viii)
|
The
details in respect of adequacy of internal financial controls with reference
to the Financial Statements.
|
|
9
|
8(5)(ii)
|
The
change in the nature of business, if any
|
|
9
|
134(3)(i)
|
The
state of the company’s affairs
|
|
9
|
134(3)(e)
|
Explanations
or comments 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;
|
|
9
|
134(3)(j)
|
The
amounts, if any, which it proposes to carry to any reserves;
|
|
9
|
134(3)(k)
|
The
amount, if any, which it recommends should be paid by way of dividend;
|
|
9
|
134(3)(l)
|
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
|
|
9
|
134(3)(m)
|
8(3)
|
|
9
|
134(3)(g)
|
Particulars
of loans, guarantees or investments under section 186:
"The company shall disclose to the members in the financial statement the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security" |
|
9
|
134(3)(h)
|
Particulars
of contracts or arrangements with related parties referred to in sub-section
(1) of section 188 in Form AOC-2.
|
|
12
|
188(2)
|
Details
of Every contract or arrangement entered into under Section 188(1) alongwith
justification for entering into such contract or arrangement.
|
|
13
|
5(2)
|
-
who was in receipt of remuneration of
not less than Rs 1.02 lakh in FY - who was in receipt of remuneration of not less than Rs. 8.5 lakh per month for part FY in aggregate - receipt of remuneration in excess of remuneration drawn by MD/WTD/Manager and hold by himself or alognwith his spouse and dependent childrent not less than 2% of equity shares of the company. Statement also include details given in Rule 5(3) |
|
Auditors:
-Details regarding Auditors. -Information about change of Auditor, if any during the year may be included. -Information about the proposal of the shareholders for appointment of new Auditors. -Rotation of Auditors in respect of certain classes of Companies. |
|||
Buy
Back of shares during year - If such event had taken place
|
|||
Capital
Reduction during year - If such event had taken place
|
|||
Disclosure
about cost audit - If such event had taken place
|
|||
Directors / BM
|
|||
9
|
8(5)(iii)
|
Details
of directors or key managerial personnel who were appointed or have resigned
during the year;
As per Section 168(1) fact of resignation director shall be placed in Director Report of following AGM. |
|
197(14)
|
Disclosure
of receipt of Remuneration or commission by MD/WTD from Subsidiary or holding
company.
Only if MD/WTD is in receipt of any commission from the Company. |
||
9
|
134(3)(a)
|
Extract
of Annual Return in Form MGT-9.
|
|
9
|
134(3)(b)
|
Number
and Date of Board Meeting and Committees.
Number
of meetings attended by each Director.
(SS1 - Standard 9)
|
|
9
|
134(3)(c)
|
||
OTHERS
|
|||
9
|
8(5)(vii)
|
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.
|
|
9
|
134(3)(n)
|
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.
|
|
9
|
8(5)(v)
|
||
9
|
8(5)(vi)
|
Details
of Deposit which are not in compliance with the requirement of Chapter V.
|
|
5
|
2(1)(c)(viii)
|
Details
of amount (Loan) received from the Director.
| |
4
|
4(4)
|
Details
regarding issue of equity shares with differential voting rights as given in
Rule 4(4).
| |
4
|
8(13)
|
Details
regarding issue of sweat equity shares as given in Rule 8(13).
| |
4
|
12(9)
|
Details
of ESOS as given in Rule 12(9). Also disclosed
In case the company calculates the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed in the Directors report and also the impact of this difference on profits and on EPS of the company shall also be disclosed in the Directors’ report - only if such event taken place. | |
Industry
based disclosures as mandated by the respective laws governing the company.
| |||
4
|
67(3)
|
16(4)(a to h)
|
Disclosures
in respect of voting rights not exercised directly by the employees in
respect of shares to which the scheme relates shall be made in the Board's
report in such manner as may be prescribed.(see section 67(3) and Rule 16(4)
(a to h) - for interpretation). -only if ESOP scheme in existence
|
10
|
143(12)
|
Details
of each of the fraud reported to the Audit Committee or the Board during the
year to be disclosed in the Board’s:
(a) Nature of Fraud with description;
(b)
Approximate Amount involved;
(c)
Parties involved, if remedial action not taken; and
(d) Remedial actions taken. | |
If CSR applicable
| |||
9
|
134(3)(o)
|
9
|
Details
about the policy developed and implemented by the company on CSR initiatives
taken during the year, shall be as per annexure attached to the CSR Rules.
|
9
|
135(2)
|
Composition
of CSR Committee.
| |
9
|
135(5) proviso
|
Reason
for not Spending, if 2% not spend
| |
9
|
135
|
8 of CSR Rules
|
Annual Report on CSR as per format given in CSR Rules Annexure.
|
If Company is having Independent Director
(ID)
| |||
9
|
134(3)(d)
|
a
statement on declaration given by independent directors under sub-section (6)
of section 149
| |
11
|
149(10)
|
Disclosure
of appointment or reappointment of ID
| |
If Section 178(1) Applicable -
Nomination & Remuneration Committee
| |||
9
|
134(3)(d)
|
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. Section 178(4) proviso: To disclose Policy framed by Nomination and Remuneration Committee. | |
Disclose
the composition of a Nomination & Remuneration Committee.
| |||
If Section 177 Applicable - Audit
Committee
| |||
9
|
134(3)(d)
|
Disclose
the composition of an Audit Committee and where the Board had not accepted
any recommendation of the Audit Committee, the same shall be disclosed in
such report along with the reasons therefor.
| |
If Public Company is having PUC of 25
cr or more at the end of preceding FY
| |||
9
|
134(3)(p)
|
8(4)
|
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.
|
If Vigil Mechanism applicable
| |||
9
|
134(3)(p)
|
8(4)
|
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.
|
If Secretarial Audit applicable
| |||
13
|
204(1)
|
Annex
Secretarial Audit Report given by CS in practice in Form MR-3.
| |
9
|
134(3)(e)
|
explanations
or comments 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;
| |
13
|
204(3)
|
Explain
in full any qualification or observation or other remarks made by the CS in
practice in Secretarial Audit
| |
If Company is listed
| |||
9
|
134(3)(p)
|
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. | |
12
|
10
|
Details
of establishment of such mechanism shall be disclosed.
| |
13
|
197(12)
|
The
ratio of the remuneration of each director to the median emloyee's
remuneration.
| |
13
|
197(12)
|
5
|
Disclose
details as given in Rule (5) Item (i) to (xii).
|
13
|
204(1)
|
Annex
Secretarial Audit Report given by CS in practice in Form MR-3
| |
Sch V
|
Sch
V - Part 2 - Section 2
IV.
Disclosures:
The
following disclosures shall be mentioned in the Board of Director’s report
under the heading “Corporate Governance”, if any, attached to the financial
statement:
(i)
all elements of remuneration package such as salary, benefits, bonuses, stock
options, pension, etc., of all the directors;
(ii)
details of fixed component and performance linked incentives along with the
performance criteria;
(iii)
service contracts, notice period, severance fees;
(iv)
stock option details, if any, and whether the same has been issued at a
discount as well as the period over which accrued and over which exercisable.
| ||
Nice article covering all aspect of Companies Act, Keep it up...
ReplyDelete