COMPANY LAWS UPDATE ON DIRECTORS REPORT FOR PRIVATE LIMITED COMPANIES & SMALL COMPANIES
- Extract of Annual Return (Extract of annual return relating to FY to which the Board’s Report relates shall be attached.) MGT 9/Sec 134 (3) (a) r/w rule 12 of Cos (MAD) Rules.
- Number of Meetings Of The Board, including dates of Board and Committees meetings held indicating the number of Meetings attended by each Director -SS1.(Clarification by ICSI – SS 1 to apply to BM in respect of which Notices are issued on or after 1stJuly, 2015.) Sec 134 (3) (b);/Secretarial Standards 1.
- 3 Directors’ Responsibility Statement -Accounting Standards –Accounting Policies- Proper and efficient care for 3 things-Going concern basis-Adequate Internal Financial Controls-Compliance with all applicable laws.Above 6 points to be cover / Sec 134 (3) (C) & (5).
- Explanation or Comments By The Bod on every qualification, reservation or adverse remark or disclaimer made bythe Auditors in Audit report Sec 134 (3)(f) (i).
- Particulars of Loans, Guarantees or Investments U/S186 -Sec 134 (3) (g).
- Related Party Contracts or Arrangements (Particulars of contract along with justification for entering into such contract) AOC 2/ Sec 134 (3) (h) r/w Rule 8(2) of Cos (Accounts) Rules.
- State of the Company’s Affairs Sec 134 (3) (i).
- Amounts proposed to be Carried to Reserves, if any Sec 134 (3) (j).
- Amount recommended as Dividend, if any, Sec 134 (3) (k).
- Material Changes & Commitments affecting financial position of the Company, occurring after Balance Sheet Date (Details of material changes occurring between date of Financial Statements & Board Report) Sec 134 (4) (l).
- Energy Conservation, Technology absorption, FOREX earnings & outgo, in prescribed manner Sec 134 (3) (m) r/w Rule 8(3) of Cos (Accounts) Rule.
- Statement indicating development & implementation of RISK Management Policy (This is required only if risk factors are there) Sec 134 (3) (n).
- Financial Highlights& Change in the nature of business Sec 134 (3)(q) r/w Rule 8(5).
- Details of Directors/ KMP Appointed/Resigned during the year Sec 134 (3)(q) r/w Rule (8)(5)(iii) of Cos (Accounts) Rules, 2014 & Sec168 (1).
- Name of the Companies Which Have Become/Ceased to be subsidiaries, JVs or Associate companies during the year Sec 134 (3)(q) r/w Rule (8)(5)(iv) of Cos (Accounts) Rules, 2014.
- Details of significant and material Orders Passed By The Regulators, Courts, Tribunals impacting the going concern status and company’s operations in future Sec 134 (3)(q) r/w Rule 8 (5) (vii) of Cos (Accounts) Rules.
- Details in respect of adequacy of internal Financial Controls with reference to Financial Statements Sec 134 (3)(q) r/w Rule 8 (5) (viii) of Cos (Accounts) Rules.
- Separate section containing a report on Performance And Financial Position Of Each Of Subsidiaries, Associates& JVs included in the Consolidated FS of the Co Rule 8(1) of Cos (Accounts) Rules.
- Disclosures under Sexual Harassment Of Women at Workplace (Prevention, prohibition &redressal) Act, 2013 Sexual Harassment of Women at Workplace (Prevention, prohibition &redressal) Act, 2013.
- Details about CSR Committee, Policy, its implementation and initiatives taken during the year (To be included if following limits are triggered –NW ≥ 500Cr TO ≥ 1000 Cr NP≥ 5 Cr)Format prescribed in CSR Rules Sec 134 (o); 135 (2) r/w Rule 8 of Cos (CSR) Rules.
- Disclosure on establishment of Vigil Mechanism (Applicable to Cos which have accepted deposits from the public or borrowed money from banks & FIs in excess of Rs 50 Cr) Sec 177(9) r/w Rule 7 of Cos(Meetings of the BoD) Rules.
- Prescribed details of Deposits covered under Chapter V of the Act Sec 134 (3)(q) r/w Rule (8)(5)(v) & (vi) of Cos (Accounts) Rules, 2014.
- Issue of Equity Shares with Differential Rights, Sweat Equity, ESOS, etc. Sec 43, 54 r/w Rule4 (4); 8 (13) & 12 (9) of Cos & Sec 62 (1)(b) r/w rule 12(9) of Cos(Share Cap & Debenture) Rules.
- Disclosure in respect of Voting Rights not exercised directly by the employees in respect of shares to which the scheme relates -Sec 67(3) r/w Rule 16 of Cos(Share Cap & Debenture) Rules.
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