Introduction:
Section 134 of the Companies Act, 2013 casts a responsibility on the Board of Directors to prepare a report containing details as discussed below and this report needs to be annexed to the Financial Statements which are laid before the members in the annual general meeting. Companies Act, 2013 also contains provisions regarding revision of Board’s report which has been discussed in Chapter VI of the companies act, 2013 along with revisions of Financial Statements under Section 131.
a) Annual Disclosure:
All Companies:
Sl No. | Contents of The Report | Reference to Act/Rule |
1. | Financial Summary/Highlights, Operations, State of Affairs: | Section 134
Rule 8(5)(i) of Cos(Accounts) Rules, 2014 |
2. | Events Subsequent to the date of Financial statements | Section 134(3) (l) |
3. | Change in the Nature of Business , if any | Rule 8(ii) of Cos (Accounts) Rules, 2014 |
4. | Dividend, if declared & amount, if any, carried forwarded to Reserves. | Section 134 (3) (k)& (j) |
5. | No of Board Meetings held during | Section 134 (3)(b) |
6. | Directors and Key Managerial Personnel | Rule 5 (iii) of Cos. (Accounts) Rules, 2014 |
7. | Director’s Responsibility Statement | Section 134 (3) (c) & 134 (5) |
8. | Information about the Financial Performance / Financial Position of the Subsidiaries / Associates/ JV | Rule 8(1) of Cos(Accounts) Rules, 2014Rule 8(5) of Cos (Accounts) Rules, 2014 |
9. | Extract of Annual ReturnANNEXURE I | Section 134(3) (a) |
10. | Auditors
|
Sections 134 139, 140Rules 3,5,6 of Cos. (Audit &Auditors) Rules, 2014 |
11. | Conservation of Energy, Technology Absorption And Foreign Exchange Outgo | Section 134 (3) (m)Rule 8 of Cos(Accounts) Rules, 2014 |
12. | Significant & Material orders Passed by the Regulators if any | Rule 8 (5) (vii) Cos (Accounts) Rules, 2014 |
13. | Details of Adequacy of Internal Financial Controls, if applicable | Rule 8(5) (viii) Cos( Accounts) Rules, 2014 |
14. | Particulars of Loans, Guarantees or Investments | Section 134(3) (g) |
15. | Risk Management Policy | Section 134(3) (n) |
16. | Corporate Social Responsibility Policy
|
Section 134(3) (o)Rule 8 of Cos. (CSR Policy) Rules,2014 |
17. | Related Party Transactions
|
Section 134(3) (h) &Rule 8(2) of Cos. (Accounts) Rules,2014Section 188(2) |
18. | Secretarial Standards | SS 10 |
Listed and certain Public Companies:
Along with above said applicability, Listed Companies shall further include following contents in Board’s Report
Sl No. | Contents Of The Report | Reference to Act/Rule |
19. | Declaration from Independent Directors on Annual basisANNEXURE IV | Section 134(3) (d) |
20. | Composition of Audit Committee
|
Section 177(8)Proviso to Section 178 (4)& Section 134 |
21. | Vigil Mechanism | Proviso to Section 177(10) |
22. | Director’s Responsibility Statement
|
Section 134 (3) (c) & 134 (5) |
23. | Secretarial Audit:
|
Section 204(3) |
24. | Formal Annual Evaluation | Section 134(3) (p) |
25. | Disclosures of Ratio of remuneration to each director ( Only Listed Company)ANNEXURE – V | Section 197(12)Rule 5 (1) (2) & (3) of Cos (Appointment & Remuneration) Rules, 2014 |
26. | Confirms that the Company paid the listing fee for FY 2015-16 to Stock Exchanges where the Company Shares are listed. ( Only Listed Company) | – |
27. | Corporate Governance and Shareholders Information A report on Corporate Governance as laid down in Clause 49 of the Listing AgreementANNEXURE VI |
– |
NBFC, Housing Companies… etc.
Sl No. | Contents Of The Report | Reference to Act/Rule |
28. | Industry based disclosures as mandated by the respective Laws governing the Company | – |
Companies Accepting Deposits
Sl No. | Contents Of The Report | Reference to Act/Rule |
29. | Details relating to Deposits, covering the following :
|
Section 73, 74 & 76
Rule 8(5)(v) of Cos( Accounts) Rules, 2014 |
b) Event Based Disclosures:
All Companies:
Sl No. | Contents Of The Report | Reference to Act/Rule |
1. | Issue of Sweat Equity Share | – |
2. | Issue of Shares with Differential Rights | – |
3. | Issue of Shares under Employees Stock Option Scheme | – |
4. | Disclosure on Purchase by Company or giving of Loans by it for purchase of its shares | Section 67 (3) |
5. | About Buy Back Shares | – |
6. | Disclosure About Revision | Yet to be Notified |
Who shall Sign the Report:
Section –134 (6) states that the Board’s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is a one director.
Board’s Report shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed.
Disclaimer: The entire contents of this document have been developed on the basis of relevant information and are purely the views of the authors. Though the authors have made utmost efforts to provide authentic information however, the authors and the company expressly disclaim all and any liability to any person who has read this document, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this document.