As a move towards greater corporate transparency, a Directors / Board’ report is a financial document that is required to file at end of the financial year by the Companies. Section 134 of the Companies Act, 2013 has laid down provisions related to Financial statement, Board’s report, etc.
1. Contents of Board / Director’s Report 2020:
1. Introduction (Draft below)
To the Members,
The Directors present the Annual Report of ………….. Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2020. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
2. Financial results – Brief
3. State of the Company’s Affairs
4. About COVID-19 (Draft below)
In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers globally.Add more Clauses according to your understanding.
5. About Dividend
6. Transfer to reserves
7. Company’s performance
8. Human resource development
9. Quality initiatives
The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management.Add more Clauses according to your understanding.
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10. Details about Subsidiary companies
11. Directors’ responsibility statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability,confirm certain provisions.
12. Directors and key managerial personnel
13. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made
14. Number of meetings of the Board of Directors
15. Board evaluation
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
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16. Policy on directors’ appointment and remuneration and other details
17. Audit committee
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report / can give details here too.
18. Auditors – Appointment / Re-appointment / Fixing of Remuneration
19. Auditor’s report and Secretarial audit report
20. Risk management
21. Vigil Mechanism
22. Particulars of loans, guarantees and investments
23. Transactions with related parties – scope of Section 188(1) of the Companies Act, 2013
24. Corporate Social Responsibility
25. Extract of annual return – as per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed thereunder.
26. Particulars of employees
- The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:
- The percentage increase in the median remuneration of employees in the financial year
- The number of permanent employees on the rolls of Company
- Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 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:
- Affirmation that the remuneration is as per the remuneration policy of the Company:
- The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
27. Integrated Report – Top companies in the country in terms of market capitalization
28. Disclosure requirements (Draft given below)
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’ Certificate thereon, and the integrated Management Discussion and Analysis including the Business Responsibility Report are attached, which forms part of this report.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
29. Deposits from public
30. Conservation of energy, technology absorption,foreign exchange earnings and outgo
31. Acknowledgments (draft)
The Directors thank the Company’s employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.
They regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The Directors appreciate and value the contribution made by every member of the …………. family.
2. Attachments to the Director’s / Board Report:
- Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)
- Annual Report on CSR Activities
- Form No. MGT-9 – Extract of Annual Return [Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
- FORM No. MR-3
- Secretarial Audit Report[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
3. Signing of Board Report:
As per Section 134 (6) of the Companies Act, 2013:
The Board’s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorized by the Board and where he is not so authorized, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.
4. Kindly note that:
As per Section 134 (3A) of the Companies Act 2013:
The Central Government may prescribe an abridged Board’s report, for the purpose of compliance with this section by One Person Company or small company.
The author of the above article is CS Lalit Rajput, Partner at Xcede Consultech LLP.
Email id: [email protected]
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