Disclosure in Director's Report under Companies Act, 2013

Disclosure in Director's Report under Companies Act, 2013

 

 

 

 

Chapter	Section	Rule	Particulars/Disclosures/Content/Comment
For all Companies
Financial Statements
9		8(1)	Separate Section for report on the performance and financial position of each of the subsidiaries, associate and JV companies included in Consolidated FS.
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)	The conservation of energy, technology absorption, foreign exchange earnings and outgo, in manner given in Rule 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 utilized 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) along with justification for entering into such contract or arrangement.
13		5(2)	Statement showing name of every employee  - who was in receipt of remuneration of  not less than Rs 60 lakh in FY - who was in receipt of remuneration of  not less than Rs. 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 along with his spouse and dependent children 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)		Directors Responsibility Statement as stated in Section 134(5).
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.
			Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
9		8(5)(v)	Details of Deposit covered under Chapter V as per format given in Rule 8(5)(v).
9		8(5)(vi)	Details of Deposit which are not in compliance with the requirement of Chapter V.
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 employee'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.

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