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.

 Thanks

Amendment in the Patent Laws on 16th May 2016.

 

Dear Professional Friends,

Pl find the amendment in the Patent Laws on 16^th May 2016.

 

As per the new amendments the Changes in the process of filling of the Patent has been taken into consideration.

 

Following are the changes: 

 

RULES BEFORE AMENDMENTS	RULES AFTER AMENDMENTS
1. Request for examination to be made within 36 months from date of priority or from date of filing application.	Request for examination to be made within 48 months from date of priority or from date of filing application.
2. Controller to refer the application to Examiner	Controller to refer the application to Examiner within 1 month from date of publication or 1 month from request for examination whichever is later.
3. Meeting the requirements of the First Examination Report – 6 months from the date of issue of the report.	Meeting the requirements of the First Examination Report – 12 months from date of issue of the report.
4. A pre-grant opposition to be filed within 3 months from the date of publication for the application or before the grant of patent.	A pre-grant opposition to be filed within6 months from the date of publication of the application or before the grant of patent.
5. Reply to pre-grant opposition to be filed within 1 month from date of notice of opposition.	Reply to pre-grant opposition to be filed within 3 months from date of notice of opposition.
6. Official fees to be paid in cash or bank draft or cheque.	Official fees to be paid in cash or bank draft or cheque or electronically.
7. Controller to decide on request for permission to file for patents abroad – 3 months from date of request.	Controller to decide on request for permission to file for patents abroad -21 days from date of request.

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RAVI GARG (CS)     

91-7838204665, 

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Update Dated 16.05.2016_Delegation of powers in case of alteration in memorandum of section 8 companies

16th May, 2016
 
Dear Professional Colleagues,
 
Subject: Delegation of powers in case of alteration in memorandum of section 8 companies
 
We invite your kind attention to the MCA notification no. S.O. 1353 (E) dated May 21, 2014 (copy enclosed) wherein the Central Government has delegated the powers and functions vested in Central Government, amongst others, under section 13 (2) to the Registrar of Companies. Section 13 deals with Alteration of Memorandum.
 
In this regard, ICSI has received a communication from the Ministry of Corporate Affairs that the professionals/ companies are filing RD-1 seeking approval to alter the Memorandum of Association.  As the power for approving change in Memorandum has been delegated to ROC, Members  are advised to file application for alteration of Memorandum of Association in correct form i.e. e-form GNL-1.
 
Regards
 

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Thanks & Regards
RAVI GARG (CS)     

91-7838204665, 

91-7830007660

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Suggested format(s) under Regulation 7(3) and Regulation 40(9) of SEBI

Suggested format(s) under Regulation 7(3) and Regulation 40(9) of SEBI Listing Regulations, 2015




   The Institute has developed the following formats under Regulation 40(9) and Regulation 7(3) of SEBI Listing Regulations 2015 in consultation with the Stock Exchanges :

1. Format for Certificate under Regulation 40(9)

2. Format for Certificate under Regulation 7(3)

 



1
 

CERTIFICATE UNDER REGULATION 40 (9) OF THE SEBI (LODR) REGULATIONS

 

FOR THE HALF YEAR ENDED (half year ended March / September 20xx)

I have examined all Share Transfer forms, Memorandum of Transfers, Registers, files and other documents relating to (name of the company) maintained by (name of the RTA) pertaining to transfer of equity shares of the company for the period from (beginning date of the half year) to (end date of the half year) for the purpose of issuing a Certificate as per Regulation 40(9)of the SEBI (LODR) Regulations2015, by, (name of the company)and based on the information provided by the Company, hereby certify that the Company has delivered during the half year ended on (March / September 20xx).

A) Share Certificate(s) relating to the Share Transfer form(s) received during the period from 1ST(beginning date of the half year) to (end date of the half year) as entered in the Memorandum of Transfers have been issued within one month from the respective date of lodgement of each form excepting those rejected on technical grounds.

B) Share Certificates in respect of requests for exchange of duplicate and split certificates have been issued within one month of lodgment.

Date : (Name, Membership No and Signature of Practising Company Secretary)

Place:
 2
 ISIN :………………..

Scrip Code:………………..
 

Compliance Certificate

  [Pursuant to Regulation 7(3) of SEBI (LODR) Regulations, 2015]
  

I (We) being the Company Secretary (ies) of the Company and the Authorised Representatives of the Share Transfer Agents do hereby certify that the M/s……………………………. Ltd. having its Registered Office at……………………………………. has appointed M/s ……………………. as its Share Transfer Agents (STA) having its Registered Office/Place of activities at …………………….. for effecting transfer of shares, etc. and is a SEBI Registered Category I Share Transfer Agent bearing Registration No. ……………………...

Further, M/s …………………..as a STA has properly conducted all the activities as prescribed under Regulation 7 (2) of the SEBI (LODR) Regulations, 2015 thereto in relation to both physical and electronic share transfer facility of M/s ……………………… during the period from October 1, 2015 to March 31, 2016 on its behalf.

In our opinion and to the best of our knowledge and information and according to the documents furnished to us, we here by certify that, the company has complied with the aforesaid regulations and has maintained all the records of the activities in relation to both physical and electronic share transfer of M/s …………………. .

For………….……. Ltd.

(………………………..)
Compliance Officer
M.No. ACS/FCS
Place:
Date:

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RAVI GARG (CS)     
91-7838204665, 

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RBI UPDATE

RBI UPDATE

A) Foreign Exchange Management (Manner of Receipt and Payment) Regulations, 2016

RBI has notified Foreign Exchange Management (Manner of Receipt and Payment) Regulations, 2016 in supersession of the erstwhile Foreign Exchange Management (Manner of Receipt and Payment) Regulation, 2000 which deals with Receipt from and Payment to a person Resident outside India and dealing with Transactions in Indian Rupees with Residents of Nepal and Bhutan.

They shall come into effect from the date of their publication in the Official Gazette.

 

 

B) Acceptance of deposits by Indian companies from a person resident outside India for nomination as Director

 

 

Under section 160 of the Companies Act, 2013, it is provided that a person who intends to nominate himself or any other person as a director in an Indian company is required to place a deposit with the said company.

In this context, it has come to the notice of the Reserve Bank that there is ambiguity whether such deposits will require any specific approval from the Reserve Bank under Notification No. FEMA 5(R), in cases where the deposit is received from a person resident outside India.

It is clarified vide Notification No. FEMA 5(R)/2016-RB dated April 1, 2016 that keeping deposits with an Indian company by persons resident outside India, in accordance with section 160 of the Companies Act, 2013, is a current account (payment) transaction and, as such, does not require any approval from Reserve Bank. All refunds of such deposits, arising in the event of selection of the person as director or getting more than twenty five percent votes, shall be treated similarly.

 

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Thanks & Regards:

RAVI GARG (CS)   

91-7838204665, 

 

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MCA Latest Update 06.05.2016

MCA completes consultation for norms on revival of sick companies

UPDATE AS ON May 6, 2016

The Corporate Affairs Ministry has completed public consultation for rules pertaining to revival and rehabilitation of sick firms under the companies law, Parliament was informed today.

"The rules related to revival and rehabilitation of sick companies have been examined in the ministry and public consultations has also been completed," Corporate Affairs Minister Arun Jaitley said in a written reply to Lok Sabha.

He further said: "Notification of these rules is dependent on establishment of National Company Law Tribunal), & NCLAT (National Company Law Appellate Tribunal) and commencement of the sick industrial (Special Provision) Repeal Act, 2003."

NCLT, proposed under the Companies Act, 2013, would replace the Company Law Board.

The comments were sought with respect to revival and rehabilitation of sick companies related provisions under the Act on the draft rules till March 14.

As per the draft rules, in case a sick company does not submit a draft scheme of revival and rehabilitation, the Tribunal may direct the interim administrator to take over the management of that entity.

In a separate reply, Jaitley said that government has granted Rs 71.89 crore to the Indian Institute of Corporate Affairs (IICA) since 2008-09 for running the organisation and expenditure towards various training programmes by its schools and centres. However, the institute has utilised Rs 68.39 crore.

IICA, which comes under the ministry, launched a certificate programme for corporate social responsibility (CSR) in 2014. The programme was aimed at preparing professionals for CSR through an nine months programme.

In the first batch 169 participants, of which 60 were corporate sponsored, were registered and completed the course. This included 33 officers of PSUs.

In the second course running since February this year, 130 participants have been registered.

 

Source: Economics Times.

 

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Thanks & Regards

RAVI GARG (CS)     

91-7838204665, 

 

 

MCA FAQ

Stakeholders are requested to make note of the following common queries.

Stakeholders are also requested not to raise duplicate Helpdesk tickets.

1. Which eforms can I file as attachments with

GNL-2?

Annual filing eforms under the Companies Act, 1956 viz. 23AC/ACA, 23AC/ACA-XBRL, 20-B,

21-A, Form 66, I-XBRL, A-XBRL, 23B, 23C and 23D would be made available shortly for filing

purposes. Users are requested not to file these forms as attachments with GNL-2 eforms.

2. How can I file CRA-4 and Refund eforms as they are not available on www.mca.gov.in?

The CRA-4 (Companies Act, 2013) and Refund eforms would also be made available shortly

for filing purposes. Stakeholders may kindly take note and plan accordingly.

3. My account is debited on making online payment; however, corresponding challan/receipt

is not generated and system does not allow filing of the form again. What should I do next?

OR

The payment was made but the SRN status is ‘Pending for Payment’ or ‘Not Paid’. What

should I do next?

You need to cancel your SRN. On cancellation, the payment would be reversed by the bank.

The filing can be re-initiated immediately.

MCA has issued a circular wherein it has been decided to relax additional fees payable on eforms

which are due for filings by companies between

25th March to 30th April ‘16. However,

no such waiver of additional shall be applicable if such due forms are filed after 10th May

2016.

To cancel an SRN, do the following:

1. Login to the MCA21 application.

2. Click the MCA Services tab. The list of

MCA Services is displayed.

3. Click the

SRN / Transaction Status menu. The Track SRN Status page is displayed.

4. In the

SRN field, enter the SRN to be cancelled and click Submit. The SRN details are

displayed.

5. Click the

Cancel SRN link available for the SRN. The Track SRN page will be displayed

with SRN filled in the

SRN field.

4. I am unable to upload the eform again after cancelling the SRN. How can I upload the

eform after cancellation of SRN?

The same eform cannot be uploaded

‘As-Is’. You need to modify the eform, complete the

Pre-scrutiny and then try to upload the form again. Please ensure that the latest version of

the eform is downloaded from MCA21 portal.

5. The payment challan was generated but the total of fees shown is incorrect. How can I get

the challan / receipt with correct amount?

The issue has been fixed and stakeholders are requested to download the corrected challan

/ receipt from “Track Payment Status / Track SRN Status” service on the MCA21 portal.

6. How can I upload linked eforms?

Incorporation forms in the new MCA21 portal need to be linked filed. You are required to

select multiple eforms while uploading the form. Steps for linked filing of incorporation

forms (INC-7, DIR-12, INC-22, URC-1) are as following:

1. Login to the MCA21 application.

2. Click the MCA Services tab. The list of MCA Services is displayed.

3. Under e-filing, click the Upload eForms menu. The Upload eForms page is displayed.

4. Click the eForm Upload button/link. The eForm Filing page is displayed

5. Click on normal filing or resubmission SRN as the case may be.

6. Check the Linked Forms option

7. Click the Browse button to navigate and select the eform to be uploaded. To upload

linked eforms, click the Add more linked eForms button. Click the Browse button that

appears in the second row, to navigate and select the linked eform to be uploaded. Follow

similar process to upload more linked eforms. You can select upto 10 linked eforms.

8. Click the Upload button. In case you selected multiple linked eforms, all eforms will be

uploaded in one go.

9. The pre scrutiny checks happens and after successful upload the SRN of the uploaded

eForm will be displayed to the user.

10. The user will have an option to either make a payment soon after form upload or later

11. Click thee Pay Fee button. The fee details screen will be displayed.

12. The Payment Options page is displayed.

13. Select the desired payment option making payment of Fee. Make the payment. SRN is

generated and displayed.

14. After you make the payment, a transaction receipt/acknowledgment is generated.

7. I could not resubmit my company eforms as the eform was not available in the portal/ I

faced technical issues with the MCA21 portal. What are the timelines for resubmission of

Company eforms?

The provision to extend resubmission due date has been made. The stakeholders will be

allowed to resubmit the eform until 10th May 2016, in case the resubmission due date was

between 25th March and 30th April 2016.

8. The name approval letters has expired for my proposed company. However, the Company

formation process is not yet completed. Do I get another name approved?

If the company name was approved and the name expired between periods 25th March to

30th April 2016, the Name reservation date is extended for you till 10th May 2016.

​

Thanks & Regards

RAVI GARG (CS)     

91-7838204665, 

91-7830007660

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