CORPORATE UPDATE ON DIRECTORS REPORT

COMPANY LAWS UPDATE ON DIRECTORS REPORT FOR PRIVATE LIMITED COMPANIES & SMALL COMPANIES

24 Points to Be Taken To Directors Report For Private Limited Companies & Small Companies:-

1. 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.
2. 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. 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).
4. 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).
5. Particulars of Loans, Guarantees or Investments U/S186 -Sec 134 (3) (g).
6. 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.

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7. State of the Company’s Affairs Sec 134 (3) (i).

8. Amounts proposed to be Carried to Reserves, if any Sec 134 (3) (j).

9. Amount recommended as Dividend, if any, Sec 134 (3) (k).

10. 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).
11. Energy Conservation, Technology absorption, FOREX earnings & outgo, in prescribed manner Sec 134 (3) (m) r/w Rule 8(3) of Cos (Accounts) Rule.
12. Statement indicating development & implementation of RISK Management Policy (This is required only if risk factors are there) Sec 134 (3) (n).
13. Financial Highlights& Change in the nature of business Sec 134 (3)(q) r/w Rule 8(5).
14. 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).
15. 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.

16. 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.

17. 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.
18. 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.

19. Disclosures under Sexual Harassment Of Women at Workplace (Prevention, prohibition &redressal) Act, 2013 Sexual Harassment of Women at Workplace (Prevention, prohibition &redressal) Act, 2013.

20. 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.

21. 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.
22. 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.
23. 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.
24. 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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