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CONTENTS
1 Statutory Summary 2
2 Importance 2
STATUTORY SUMMARY
IMPORTANCE
These reports are primary source of information for an investor to understand the company,
management views and to analyse the Financials.
The Companies Act, 2013has enhanced the accountability and responsibilities of directors by
clearly defining their duties and responsibilities, qualification of independent directors and
mandating certain disclosures such as evaluation of performance of board, CSR policy, whistle
blower mechanism, risk policies etc in the Boards report.
Board Report together with complete Financial Statements and Auditors Report are to be sent
along with notice of Annual General meeting to members of the company.
Board Report is the only document along with Financial Statements that can be revised / re-
opened u/s 131 now.
The Board Report has to be of Standalone Financial Statements of the company and not of the
Consolidated Financial Statements. However, it shall contain a separate section wherein a
report on the performance and financial position of each of the subsidiaries, associates and JV
companies included in the CFS is presented.
Reporting by directors in Directors Report under Companies Act 2013 has increased tremendously.
However, there are certain points which are still to be reported which were also required under the
1956 Act. These are:-
Apart from the old reporting points certain new points are also to be reported by directors in the
Directors Report. These new points are as per Section 134(3), Companies (Accounts) Rules 2014 and
various other provisions under the Act. New points which are to be reported by all companies
including Private companies are:
12. Details in respect of adequacy of Internal Financial Controls with reference to the Financial
Statements.
13. In case of Revision of or Re-opening of Financial Statements or Boards Report, detailed
reasons to be stated. (3rd Proviso to s. 131(1)
14. Voting rights not exercised by employees regarding purchase of its own shares by employees
or by trustees for benefit of employees as per S.67(3) read with rule 16(4) Company (Share
Capital & Debenture) Rules 2014
15. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund
16. Disclosures under Companies (Share Capital and Debenture) Rules, 2014 regarding:-
a. Disclosures pursuant to shares with differential voting rights
b. Disclosure pursuant to Issue of Sweat Equity Shares
c. Disclosure pursuant to Employee Stock Option and Employee Stock Purchase Schemes
17. As per Rule 5(2) of Cos. (Appointment and Remuneration of Managerial Personnel) Rules,
2014 :
a. If employed throughout the Financial Year, was in receipt of remuneration for that year
which, in aggregate, was not less than Rs. 60 Lacs (Old Requirement);
b. If employed for a part of the Financial Year, was in receipt of remuneration for any part
of that year, at a rate which, in the aggregate, was not less than Rs. 5 Lacs per month
(Old Requirement);
c. If employed throughout Financial Year or part thereof, was in receipt of remuneration
in that year which, in aggregate, or as the case may be, at a rate which, in the aggregate,
is in excess of that drawn by the MD or WTD or Manager and holds by himself or
along with his spouse and dependent children, not less than 2% of the equity shares of
the company.
Listed companies and certain specified companies i.e., companies who on basis of net-worth, paid up
capital, turnover, net profit, etc. are required to make specific disclosures in Directors Report. The
new disclosures for such specified companies are:
2. Listed companies and specified companies u/s178(1) to disclose companys policy on directors
appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided u/s 178(3).
3. Explanations or comments by the Board on every qualification, reservation or adverse remark or
disclaimer made by not only statutory auditor in his report but also by the Company Secretary in
practice in his Secretarial Audit Report , wherever is applicable.
4. The details about the policy developed and implemented by the company on Corporate Social
Responsibility initiatives taken during the year along with related annexure.
5. In case of a listed company and every other public company having paid-up share capital of Rs. 25
crores or more, 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 as
per Rule 8(4).
6. Apart from existing points, new reporting in Directors Responsibility statement for listed
companies would include:
a. Internal Financial Controls laid have been followed by the company and that such controls
are adequate and are operating effectively.
7. Re-appointment of independent director after term of 5 years u/s 149(10)
8. Composition of audit committee & reasons for not accepting recommendations of audit committee,
if any u/s.177(8)
9. Details of Establishment of Vigil mechanism u/s. 177(10)
10. Policy formulated by Nomination and Remuneration committee regarding criteria for determining
qualifications, positive attributes & independence of director u/s 178(4)
11. For listed company Rule 5(1) of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014
a. Ratio of remuneration of each director to median remuneration of the employees of
company for FY;
b. Percentage increase in remuneration of each director, CFO, CEO, CS or Manager, if any, in
the FY;
c. Percentage increase in the median remuneration of employees in the FY;
d. No. of permanent employees on the rolls of company;
e. Explanation on relationship between average increase in remuneration & co. performance;
The Board Report would contain explanations or comments by Board on every qualification,
reservation, adverse remarks made by Statutory Auditor in his report.
Boards Report and annexures forming part of it, has to be signed as under:-
Contravention
If Company contravenes the provisions of Section 134, then the punishment shall be:
On Company
Fine which shall not be less than Rs. 50,000 but which may extend to Rs.25 Lacs
On Officer in Default
I hope this document would be of use to you. I thank CS. Divya Khurana in assisting me to compile
this document.
Best Regards
(Disclaimer: Though full efforts have been made to state the interpretations and case laws correctly,
yet the author is not responsible / liable for any loss or damage caused to anyone due to any mistake /
error / omissions)
ANNEXURE-1
To the Members,
Your Directors have pleasure in submitting their Annual Report of the Company together with
the Audited Statements of Accounts for the year ended 31st March,
1. FINANCIAL RESULTS
The Companys financial performance for the year under review alongwith previous years figures are
given hereunder:
Particulars For the C.Y. Ended. For the P.Y. ended.
Performance and Financial Position of the Subsidiaries, Associates and Joint Venture companies
Subsidiaries
Associates
Joint Ventures
2. DIVIDEND
In the month of the Company declared an Interim Dividend of Rsper share. Your
Directors are pleased to recommend a final dividend of Rsper share aggregating to Rs..per
share (both inclusive interim and final) for the current financial year. The dividend if approved and
declared in the forthcoming Annual General meeting would result a total Dividend outflow of
Rsand Dividend Distribution Tax of Rs aggregating a total outflow of Rs..
or
Your Directors are pleased to recommend a dividend of Rsper share aggregating to Rs..per share
for the current financial year. The dividend if approved and declared in the forthcoming Annual
General meeting would result a Dividend outflow of Rsand dividend Distribution Tax of
Rs aggregating a total outflow of Rs..
or
No Dividend was declared for the current financial year due to conservation of Profits/due to loss
incurred by the Company /due to insufficient profit.
or
The Company does not have any Risk Management Policy as the elements of risk threatening the
Companys existence are very minimal.
There was no contract or arrangements made with related parties as defined under Section 188 of the
Companies Act, 2013 during the year under review.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by the Auditors in their report.
The provisions relating to submission of Secretarial Audit Report in not applicable to the Company.
or
There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by
the Practising Company Secretary in their respective reports.
or
The explanations /comments made by the Board relating to the qualifications, reservations or adverse
remarks made by the Auditors in their report are furnished Annexure and is attached to this report.
The provisions relating to submission of Secretarial Audit Report in not applicable to the Company.
or
The explanations /comments made by the Board relating to the qualifications, reservations or adverse
remarks made by the Auditors and the Practicing Company Secretary in their respective reports are
furnished Annexure . and are attached to this report.
or
The explanations /comments made by the Board relating to the qualifications, reservations or adverse
remarks made by the Auditors in their report are furnished Annexure . and is attached to this report.
There was no an adverse comment, qualifications or reservations or adverse remarks in the Secretarial
Audit Report.
The Company did not employ any such person whose particulars are required to be given under Rule
5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
or
The particulars of employees drawing a specified remuneration which are required to be given under
under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 are furnished in Annexure . and attached to this report.
or
The table containing the names and other Particulars of employees of the Company in accordance
with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as
Annexure . of the Boards report.
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(b) 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 financial year and of the profit and loss of the company for
that period;
(c) 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;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) 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.(Not applicable to an unlisted Company, including Private Company); and
(f) 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.
18. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
or
The details of deposits accepted/renewed during the year under review are furnished hereunder
S.NO PARTICULARS AMOUNT IN RS.
a) Amount accepted during the year
b) Amount 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
19. DIRECTORS
There was no Director who got re-elected/reappointed during the year under review
Mrwho was appointed as Additional Director on .and holds the said office
till the date of the Annual General Meeting. A notice has been received from a member proposing his
candidature for his reappointment.
or
Mrand Mr.retire at this Annual General Meeting and being eligible offer
themselves for re-election.
The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.
or
The Audit Committee consists of the following members
a.
b.
c.
The above composition of the Audit Committee consists of independent Directors viz.,
Mr and Mr.. who form the majority.
The Company has established a vigil mechanism and overseas through the committee, the genuine
concerns expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimization of employees and Directors who express their concerns. The
Company has also provided direct access to the chairman of the Audit Committee on reporting issues
concerning the interests of co employees and the Company.
24. SHARES
of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies(Share Capital and
Debentures), Rules 2014.
or
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company had issued .Equity Shares of Rs.10/- aggregating to Rsunder the
Employees Stock Option Plan during the year under review .
or
The Company has not provided any Stock Option Scheme to the employees.
26. ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges gratefully the shareholders for their
support and confidence reposed on your Company.
Date:
Place: