BOARD'S REPORT – READY RECKONER
(covers
Companies Act, 2013 as amended from time to time along SEBI (Listing Obligation
and Disclosure Requirements) Regulations (“Listing Regulations”) and Secretarial Standard
-4 on Board’s Report issued by ICSI (SS-4))
Sl. No. |
Section under Companies Act, 2013/ its Rules |
Particulars |
Applicable to |
Other Remarks
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Listed Company |
Public Company |
Pvt. Company |
Sec 8 Company |
Small Company |
OPC |
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1 |
Sec 134 (3) (a)
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the web address, if any, where annual return
referred to in sub-section (3) of section 92 has been placed |
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The earlier requirement of providing an extract of the Annual Return (MGT-9) for the FY ended March 31 every year, in the Board’s Report, has been discontinued by the Companies (Amendment) Act, 2017. Amendment Effective from 31st July, 2018 Refer
Sec 92 (3) of the Act. |
2 |
Sec 134 (3) (b) |
number of meetings of the Board; |
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Refer
SS-1 and also Para No.6.4 of SS-4 on Secretarial Standards on Report of the
Board of Directors issued ICSI. |
3 |
Sec 134 (3) (c) |
Directors’ Responsibility Statement; |
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Refer Sec 134 (5) · it
would be necessary for a company to lay down policies and procedures for
ensuring efficient and effective conduct of business, safeguarding of its
assets and prevention &detection of frauds and errors.
· It
would be advisable to put in place essential and complete Accounting
policies and systems for ensuring timely and reliable MIS.
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4 |
Sec 134 (3) (ca) read
with Rule 13(4) of Companies (Audit and
Auditors) Rules, 2014 |
details of frauds reported by auditors under
section 143 (12) other than those which are reportable to the Central
Government |
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inserted
vide companies (Amendment) Act, 2015
Auditor here refers to
Statutory Auditor, Secretarial Auditor or Cost Auditor.
Refer Sec 143(12) read with Rule 13 of
Companies (Audit and Auditors) Rules, 2014
Refer SS-4 on Board report issued by ICSI |
5 |
Sec 134 (3) (d) |
a statement on declaration given by
independent directors under Section 149 (6) |
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Also Refer Reg 16(1)(b) of the Listing Regulations. Refer
ICSI SS-4 under Para 6.3. on Board report issued by ICSI |
6 |
Sec 134 (3) (e) |
in case of a company covered under Section 178 (1), company’s
policy on directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director
and other matters provided under Section 178 (3); |
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This
provisions shall not be applicable in case of Government Companies through
notification dated 05.06.2015
(refer
proviso to Section 178(1) and (3))
Applicability:
list company &unlisted public company based on · Paid up share capital ≥ Rs. 10 Crs or · Turnover ≥ Rs. 100 Crs or · Outstanding Loan/ Deposits/ Debentures >Rs. 50Crs. |
7 |
Sec 134 (3) (f) |
Explanations or comments by the Board 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; |
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Para
18 of ICSI SS-4 refers,if such qualification, reservation, adverse remark or
disclaimer has a material adverse effect on the financial statement or on the functioning
of the company, its likely impact and the corrective measures that are
proposed to be taken shall also be disclosed in the Report. |
8 |
Sec 134 (3) (g) and Para 9 of SS-4
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particulars of loans, guarantees or investments under section
186;
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A company shall
disclose the aforesaid particulars in the notes to the financial statement and give reference thereof in the Report. Sub-section (3) of section 134 of the Act requires that the particulars of loans, guarantees or investments under section 186 shall be disclosed in the Report. Sec 186 is not applicable in case of Govt. Company subject to certain conditions. In respect of companies which are exempt from the provisions of Sec 186 of the Act, provisions w.r.t. disclosures as required shall not apply. |
9 |
Sec 134 (3) (h) |
particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form |
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particulars in Format
AoC-2 vide Rule 8 (2) of Companies (Accounts) rules, 2014 |
10 |
Sec 134 (3) (i)
Read with SS-4 |
the state of the company’s affairs;
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The state of
affairs of the company shall, inter alia, include the following information i. segment-wise
position of business and its operations; ii. change
in status of the company; iii. key
business developments; iv. change
in the financial year; v. capital
expenditure program; vi. details
and status of acquisition, merger, expansion, modernization and
diversification; developments, acquisition and assignment of material Intellectual
Property Rights; vii.
any other material event having an impact
on the affairs of the company. |
11 |
Sec 134 (3) (j) |
the amounts, if any, which it proposes to carry to any reserves;
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As per Sec 123, it is now optional for companies to transfer of amount to reserve even if Company declares/ recommend the dividend. As per SS-4, the amount proposed to be transferred to any reserves of the company shall be included in the Report. If no amount is proposed to be transferred to reserves, a statement to that effect shall be included. |
12 |
Sec 134 (3) (k) |
the amount, if any, which it recommends should be paid by way of
dividend;
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Refer Section 123 of the Act on declaration of dividend. As per SS-4, following shall be disclosed in the Board’s Report: a.
The amount of dividend per share and the
percentage thereof which the Board recommends for the year and the dividend
distribution tax thereon. In case no dividend has been recommended by the
Board, a statement to that effect shall be made. b.
The amount and the percentage of interim
dividend declared, if any, during the year and the dividend distribution tax
thereon. c.
The total amount of dividend for the year. d. A statement on compliance with the Dividend Distribution Policy, if applicable, and the reasons for deviation and the rationale for additional parameters considered, if any. The amount of tax paid on the distribution of dividend should also be disclosed in the Report. However, with the Union Budget 2020-21 the dividend distribution tax payable by a company, has been removed. Reg. 43A to the Listing Regulations making it mandatory for top 1000 companies to
formulate a “Dividend distribution policy”. |
13 |
Sec 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; |
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As per SS-4, the effect of such changes and commitments and an estimate of their financial impact shall also be disclosed in the Report. If evaluation of such an estimate cannot be made, a statement to that effect be made. The causes for
such material changes and commitments and the remedial measures taken shall
also be disclosed. |
13 |
Sec 134
(3) (m) |
the conservation of
energy, technology absorption, foreign exchange earnings and outgo;
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check the Sl. No. 20 - Rule 8 (3) Companies (Accounts) Rules,
2014
the requirement of furnishing information and details shall not
apply to a government company engaged in producing defence equipment. |
14 |
Sec 134 (3) (n) |
a 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; |
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SS-4 provides that
such statement shall, inter alia,
disclose: (a) various
elements of risk which, in the opinion of the Board, may threaten the
existence of the company and (b) strategy
to mitigate such risks. |
15 |
Sec 134 (3) (o) |
the
details about the policy developed and implemented by the company on
corporate social responsibility initiatives taken during the year;
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Refer Section 135 of the
Act w.r.t. Corporate Social Responsibility.
SS-4 provides that the
Report shall disclose about the CSR policy of the company and the CSR
initiatives taken during the year.
Rule 9 of Companies
(Accounts) Rules, 2014, disclosure of contents of CSR Policy in Board report
and on the Companies website as per annexure to Companies (CSR policy) rules,
2014.
In case of companies not
having a website, such companies should provide the details about the CSR
policy developed and implemented by the company on CSR initiatives taken
during the year. |
16 |
Sec 134 (3) (p) |
in case of a listed company and every other public company
having such paid-up share capital as may be prescribed, a 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. |
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Refer
Sec 178(2) of the Act pertaining to Performance evaluation of Board, its
committee and its directors.
This
provision shall not be applied to Govt company wherein directors are
evaluated based on their own mythology.
Rule 8
(4) of Companies (accounts) rules, 2014, every listed company and other
public companies having paid up capital of Rs. 25 Crores or more, shall
include statement of formal evaluation of Board performance, its committees
and individual directors.
The
Guidance Note on SS-4 on Board Report issued by ICSI provides that the manner
of performance evaluation should indicate the process of obtaining feedback, such as
feedback sought by way of a structured questionnaire or otherwise, aspects
covered in the feedback sought, and whether the Directors were satisfied with
the evaluation process.
Further,
as per the provisions of Schedule IV to the Act (Code for Independent
Directors), the performance evaluation of independent directors shall be done
by the entire Board of Directors, excluding the director being evaluated.
The Listing Regulations
contain similar requirement in case of listed companies.
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17 |
Sec 134 (3) (q)
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such other matters as may be prescribed
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Refer Rule 8(5) of the Companies (Accounts) Rules, 2014. This rule shall not apply to One Person Company or Small Company |
18 |
Rule 8 (1) of Companies (Accounts) Rules, 2014
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The
Board Report shall be prepared on standalone financial statement of Company
and shall report on highlights of performance of subsidiaries, associates and
joint venture company and their contribution to the overall performance of
the Company during the period under review
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19 |
Rule 8 (3) |
(A) Conservation of energy -
(ii) the benefits derived like product improvement, cost
reduction, product development or import substitution; (iii) in case of
imported technology (imported during the last 3 years from the beginning of
the financial year)-
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Not Applicable
to Government Company engaged in producing defence equipment
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20 |
Rule 8 (4) |
Every
Listed Company and every other public company having paid up share capital of
Rs. 25 Crores or more calculated at the end of preceding FY shall include, in
the report by Board, a statement indicating the manner in which formal
evaluation has been made by the Board of its own performance and that of its
committee and individuals
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Rule 8 (5) |
(i) the financial summary or highlights; iiia) a statement regarding opinion of the Board with regard to
integrity, expertise and experience (including the proficiency) of the
independent directors appointed during the year”. (iv) the names of companies which have become or ceased to be
its Subsidiaries, joint ventures or associate companies during the year; (v) the details relating to deposits, covered under Chapter V of
the Act,- (a) accepted during the year; (1) at the beginning of the year;
ix) a disclosure, as to whether maintenance of cost records as
specified by the Central Government under sub-section (1) of section 148 of
the Companies Act, 2013, is required by the Company and accordingly such
accounts and records are made and maintained,
(x) a statement that the company has complied with provisions
relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 [14 of 2013]
(xi) the details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial year.
(xii) the details of difference between amount of the valuation
done at the time of one time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof.
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In case of a listed company, the business highlights should also be reported as per the segment reporting requirements. In case of an unlisted company, the financial summary in the Report may be disclosed segment wise. As per SS-4, in
case the company has commenced any new business or discontinued/sold or
disposed off any of its existing
businesses or hived off any segment or division during the year, the Report
shall disclose the details of the same highlighting the key focus areas
SS-4 provides that
details of significant and material orders passed by any Regulator, Court,
Tribunal, Statutory and quasi-judicial body, impacting the going concern
status of the company and its future operations shall be disclosed.
Additionally, SS-4
provides other disclosures in the Board’s Report as under: (a) a
statement, wherever applicable, that the consolidated financial statement is
also being presented in addition to the standalone financial statement of the
company. (b) key
initiatives with respect to Stakeholder relationship, Customer relationship,
Environment, Sustainability, Health and Safety. (c) reasons for delay, if any, in holding the
annual general meeting;
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22 |
(3A) |
Central
Government shall prescribe Abridged Board's Report for compliance with this
section by OPC and small Company
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Sec 134
(4)states that the report of the Board of Directors to be attached to the financial
statement under this section shall, in case of a One Person Company, mean a
report containing explanations or comments by the Board on every
qualification, reservation or adverse remark or disclaimer made by the
auditor in his report. |
23 |
134 (6)
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The
Board report and any annexures under Sub sec (3) shall be signed by the
Chairperson of the Company if authorized by Board and where he is not
authorized, shall be signed by at least 2 Directors one of whom shall be MD/
Director where there is one |
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24 |
Section 149(10)
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Company shall disclose the appointment or re-appointment of
Independent Director.
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25 |
Sec 43 (a) (ii) read with Rule 4 (4) of Companies (share capital
and debenture) rules, 2014 |
The Board of Directors shall, inter alia, disclose, for the
financial year in which the issue of equity shares with differential rights
was completed
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Sec 43 shall not apply to private companies where MoA and AoA so
provides
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Sec 67 read with Rule 16of Companies (share capital and
debenture) rules, 2014 |
Where the voting rights are not exercised directly by the
employees in respect of shares to which the scheme relates, the Board of
Directors shall, inter alia, disclose certain information for the relevant
financial year
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27 |
Sec 54 read with Rule 8
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The Board's Report for the year, wherein sweat equity shares are
issued, shall contain requisite information.
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Listed Company shall additionally comply with SEBI (Share based
Employee Benefits and Sweat Equity) Reg, 2021 |
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Sec 62 (1) (b) read with Rule 12
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The Board's Report for the year, wherein ESOPs are issued, shall
contain requisite information.
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Listed Company has to additional comply with SEBI (Share based
Employee Benefits and Sweat Equity) Reg, 2021
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Section 135 (2) |
Details of composition of CSR committee, disclose contents of
such Policy and if fails to spend such amount, the reason for not spending. |
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Section 177(8). |
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 |
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Refer Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014. Listed Companies has to comply with Reg 18 of Listing
Regulations.
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Proviso to Section 177(10) |
Establishment of vigil mechanism
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Refer Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014. Listed Companies has to comply with Reg 22 of Listing
Regulations.
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32 |
Sec 197 (14) |
Any Managing or Whole-time director of the company, who is in
receipt of any commission from the company and also receiving any
remuneration or commission from any holding company or subsidiary company of
such company, has to disclose the same.
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Sec 204 (1) |
Secretarial Audit Report (To be annexed with Board’s Report) |
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Applicability: Every listed company and class of companies as below: (a)
Every public company having a paid-up share capital of Rs. 50 Crores or more;
or (b)
Every public company having a turnover of Rs. 250 Crores or more; [or] (c) Every company having outstanding loans or borrowings from banks or public financial institutions of Rs. 100 Crores or more.] Format of Secretarial Audit Report: Form MR 3 Reg 24A
of listing regulations, every listed entity and its material unlisted subsidiaries
incorporated in India shall undertake secretarial audit and shall annex a
secretarial audit report given by a company secretary in practice, in such
form as specified, with the annual report of the listed entity. |
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Sec 197 (12) read with
Rule 5 (1) of Companies (appointment and remuneration of
managerial personnel) Rules, 2014 |
Every listed company shall disclose in the Board report (i) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the FY (ii) the percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Managerial in the FY (iii) the percentage increase in the median remuneration of employees in the financial year (iv) the number of permanent employees on the rolls of Company (viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last FY and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration (xii) affirmation that the remuneration is as per the
remuneration policy of the Company |
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(v) to (vii) and (ix) to (xi) of Rule 5 (1) of Companies (appointment
and remuneration of managerial remuneration) Rules, 2014 omitted vide
amendment rules dated 30.06.2016
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34 |
Sec 197 (14) |
Subject
to the provisions of this section, any director who is in receipt of any
commission from the company and who is a managing or whole-time director of
the company shall not be disqualified from receiving any remuneration or
commission from any holding company or subsidiary company of such company
subject to its disclosure by the company in the Board’s report. |
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Rule 5 (2) |
The Board report shall include statement showing the name of the top ten employees in terms of remuneration drawn and the name of every employees who : (i) if employed through out the FY, was in receipt of remuneration for that year which, in the aggregate, was not less than Rs. 1.02 Crores; (ii) if employed for a part of the FY, was in receipt of remuneration for any part of that year, at a rate which in the aggregate, was not less than Rs. 8.5 lakhs per month; (iii) if employed throughout the FY or part thereof, was in receipt of remuneration in that year which in the aggregate or as the case may be, at a rate which in aggregate is in excess of that drawn by MD/ WTD/ manager and holds by himself or along with his spouse and dependent children, not less than 2% of equity shares of the Company. |
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Rule 5 (3) |
The above mentioned statement shall also indicate the |
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1st proviso to Rule 5 (3) |
the particulars of employees posted and working in a country outside India, not being directors or their relatives, drawing more than Rs.60,00,000 per FY or Rs.5,00,000 per month, as the case may be, as may be decided by the Board, shall not be circulated to the members in the Board’s report, but such particulars shall be filed with the Registrar of Companies while filing the financial statement and Board Reports. |
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38 |
3rd proviso to Sec 131 |
Where the financial statement or Board's Report of the Company
was revised in respect of any of the three preceding financial years after
obtaining approval of the Tribunal, then, the detailed reasons for revision
shall be disclosed, in the relevant FY in which such revision is being made.
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Section 71 and para 3.6 of SS-4 |
Issue of debentures, bonds or any non-convertible securities
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Disclosure regarding issue of debt securities shall be included in
the Board Report which contains the following: · date of issue and allotment of the securities; · number of securities; · whether the issue of the securities was by way of
preferential allotment, private placement or public issue; · brief details of the debt restructuring pursuant to which
the securities are issued; · issue price; etc. |
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Sec 125 (2)
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Investor Education and Protection Fund
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As a good governance, inform the shareholders about the amounts, if any, which have been transferred during the year to the Investor Education and Protection Fund (IEPF) established under sub-section Sec 125 (2) of the Act and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016. SS-3 on dividend requires that the Annual Report of the company should disclose the total amount lying in the Unpaid Dividend Account of the company in respect of the last 7 years and when such unpaid dividend is due for transfer to the Fund. SS-4 advises
that the company should disclose the date and year of declaration of dividend
and the amount to be transferred to the IEPF. The amount of Dividend, if any,
transferred by the company to the IEPF during the year should also be
disclosed. |
ADDITIONAL COMPLIANCE FOR LISTED COMPANIES UNDER
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REG, 2015
Reg24A. (1) Every listed entity and its
material unlisted subsidiaries incorporated in India shall undertake
secretarial audit and shall annex a secretarial audit report given by a company
secretary in practice, in such form as specified, with the annual report of the
listed entity.
(As
per Reg 16 (1) (c) of Listing Regulations, “Material Subsidiary” shall mean a
subsidiary, whose income or net worth exceeds 10% of the consolidated income or
net worth respectively, of the listed entity and its subsidiaries in the
immediately preceding accounting year.)
Reg 32 (4):The listed entity shall furnish
an explanation for the variation in in the use of proceeds from the objects
stated in the offer document (for public issue, rights issue, preferential
issue) or explanatory statement to the notice for the general meeting, in the
directors’ report in the annual report.
(7A)
Where an entity has raised funds through preferential allotment or qualified institutions placement,
the listed entity shall disclose every year, the utilization of such
funds during that year in its Annual Report until such funds are fully utilized.
Reg 34 (1)The listed entity shall submit to
the stock exchange and publish on its website
(a) a
copy of the annual report sent to the shareholders along with the notice of the
annual general meeting not later than the day of commencement of dispatch to
its shareholders;
(b) in
the event of any changes to the annual report, the revised copy along with the
details of and explanation for the changes shall be sent not later than 48
hours after the annual general meeting.
(2) The annual report shall contain the
following:
a. audited
financial statements i.e. balance sheets, profit and loss accounts
etc, and Statement on Impact of Audit Qualifications as stipulated in regulation
33(3)(d), if applicable;
b. consolidated
financial statements audited by its statutory auditors;
c. cash
flow statement presented only under the indirect method as prescribed
in Accounting Standard-3 or Indian Accounting Standard 7, as applicable,
specified in Section 133 of the Companies Act, 2013 read with relevant rules
framed thereunder or as specified by the Institute of Chartered Accountants of
India, whichever is applicable;
d. directors
report;
e. management
discussion and analysis report - either as a part of directors report
or addition thereto;
f. for
the top 1000 listed entities based on market capitalization, a Business
Responsibility and Sustainability Report on the environmental, social and
governance disclosures, in the format as may be specified by the Board from
time to time.
The
assurance of the Business Responsibility and Sustainability Report Core shall be
obtained, with effect from and in the manner as may be specified by the Board
from time to time:
SEBI
vide circular no SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023 on the
subject ie., BRSR Core –Framework for assurance
and ESG disclosuresfor valuechain
specified thatlisted entities shall mandatorily
undertake reasonable assurance of the BRSR Core, as per the details
given in the following table:
Financial
Year |
Applicability
of BRSR Core to top listed entities (by market capitalization) |
2023
–24 |
Top
150 listed entities |
2024
–25 |
Top
250 listed entities |
2025
–26 |
Top
500 listed entities |
2026
–27 |
Top
1000 listed entities |
(3) The annual report shall contain any
other disclosures specified in Companies Act, 2013 along with other requirements
as specified in Schedule V of these regulations.
Reg
36. (1) The listed entity shall send the annual report in the following manner
to theshareholders:
(a) Soft
copies of full annual report to all those shareholder(s) who have
registered their email address(es) either with the listed entity or with
any depository];
(b) Hard
copy of statement containing the salient features of all the documents,
as prescribed in Section 136 of Companies Act, 2013 or rules made thereunder
to those shareholder(s) who have not so registered;
(c) Hard
copies of full annual reports to those shareholders, who request for the same.
(2)The listed entity shall send annual
report referred to in sub-regulation(1), to the holders of securities, not less
than twenty-one days before the annual general meeting.
Reg 43A Proviso to sub reg (2): if the
listed entity proposes to declare dividend on the basis of parameters in
addition to clauses (a) to (e) of Reg 43A (2) or proposes to change such
additional parameters or the dividend distribution policy contained in any of
the parameters, it shall disclose such changes along with the rationale for the
same in its annual report and on its website.
Reg 46: The listed entity shall maintain a
functional website inter-alia containing complete copy of the annual report
including balance sheet, profit and loss account, directors report, corporate
governance report etc;
Reg 56(1)(a): The listed entity shall
forward the following to the debenture trustee promptly a copy of the annual
report at the same time as it is issued along with a copy of certificate from
the listed entity's auditors in respect of utilization of funds during the
implementation period of the project for which the funds have been raised.
SCHEDULE V: (Regulation
34(3) and 53(f)])
A.
Related Party Disclosure:
· The listed entities which
has listed its non-convertible securities Disclosures in compliance with the
Accounting Standard on “Related Party Disclosures.
·
The above disclosures
shall be applicable to all listed entities except for listed banks.
·
Disclosures of
transactions of the listed entity with any person or entity belonging to the
promoter/promoter group which hold(s) 10% or more shareholding in the listed
entity, in the format prescribed in the relevant accounting standards for annual
results.
B. Management Discussion and Analysis
This section shall include discussion on the following matters
within the limits set by the listed entity’s competitive position:
a.
Industry
structure and developments.
b.
Opportunities
and Threats.
c.
Segment–wise
or product-wise performance.
d.
Outlook
e.
Risks and
concerns.
f.
Internal
control systems and their adequacy.
g.
Discussion
on financial performance with respect to operational performance.
h.
Material
developments in Human Resources / Industrial Relations front, including number
of people employed.
i.
details
of significant changes (i.e. change of 25% or more as compared to the
immediately previous financial year) in key financial ratios, along with
detailed explanations therefor, including:
(i) Debtors Turnover
(ii) Inventory Turnover
(iii) Interest Coverage Ratio
(iv) Current Ratio
(v) Debt Equity Ratio
(vi) Operating Profit Margin (%)
(vii) Net Profit Margin (%)
or sector-specific equivalent ratios, as applicable.
j. details of any change in Return on Net Worth as compared to the
immediately previous financial year along with a detailed explanation thereof.
C. Disclosure
of Accounting Treatment:
Where
in the preparation of financial statements, a treatment different from that
prescribed in an Accounting Standard has been followed, the fact shall be
disclosed in the financial statements, together with the management’s
explanation as to why it believes such alternative treatment is more
representative of the true and fair view of the underlying business
transaction.
D.
Corporate Governance
Report: The following are the disclosures to be included in annual report.
· A
brief statement on listed entity’s philosophy on code of governance;
· Board
of directors and its compositions & its related disclosure;
· Audit committee and its compositions &
its related disclosure;
· Nomination and Remuneration Committee and
its compositions & its related disclosure;
· Remuneration of Directors;
· Stakeholders' grievance committee and
its compositions & its related disclosure;
· Risk
management committee and its compositions & its related disclosure
(applicable for top 1000 listed entity based on market cap):
· Particulars of senior management including the changes therein
since the close of the previous financial year.
· Remuneration
of directors and other matters connected thereto:
· General body meetings and its related disclosure;
· Means of communication of quarterly/ yearly results, website etc;
· General shareholder information viz., AGM details, dividend
payable date, name of stock exchanges in which shares of the Company is listedetc…;
· Other Disclosures viz., disclosures on materially significant
related party transactions including weblink of policy on material related
party transaction & policy for determining material subsidiaries; details
of non-compliance by the listed entity, penalties, strictures imposed by stock
exchanges;details of vigil mechanism etc….;
· Non-compliance of any requirement of corporate governance report as
above along with reasons;
· The corporate governance report on discretionary requirements as
specified in Part E of Schedule II have been adopted;
· The disclosures of the compliance with corporate governance
requirements specified in regulation 17 to 27 and clauses (b) to (i) of regulation
46 (2).
E. Declaration
signed by CEO stating that the members of board of directors and senior
management personnel have affirmed compliance with the code of conduct of board
of directors and senior management.
F.
Compliance
certificate from either the auditors or practicing company secretaries
regarding compliance of conditions of corporate governance shall be annexed
with the directors’ report.
G. Disclosures
with respect to de-mat suspense account/ unclaimed suspense account.
PUNISHMENT
FOR NON COMPLIANCE OF SEC 134
If a company is in default
in complying with the provisions of this section, the company shall be liable
to a penalty of Rs. 3 lakhs and every officer of the company who is in default
shall be liable to a penalty of fifty thousand rupees
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