![Checklist of Directors Report under Companies Act, 2013 Checklist of Directors Report under Companies Act, 2013](/img/preview/custom/20210328222357_chcklist.jpg)
Checklist on Board's Report under The Companies Act, 2013 |
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S.No. |
Particulars/Disclosure |
Format, if any |
Provisions |
Applicability |
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OPC |
Small |
Private |
Public |
Select Public |
Listed |
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1. |
Extract of Annual Return (Extract of annual return relating to FY to which the Board's Report relates shall be attached.) |
MGT 9 |
No Section for this now. |
Removed from Companies Act for all type of Companies. |
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2. |
Publication of Annual Return. If Company having website |
Section 92(3) read with Rule 8 and 8A and Section 134(3) (a) |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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3. |
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 1st July, 2015.) |
Format Attached |
Sec 134 (3) (b); Secretarial Standards 1 |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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4. |
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 |
6 points |
Sec 134 (3)( C) & (5) |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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5. |
Company's policy on Director's, KMPs & other employees appointment & remuneration including criteria for determining Qualification, Attributes, Independence, etc. (For this purpose, limits to be reckoned as existing on the date of Last Audited Financial Statements.) |
‐ |
Sec 134 (3) (e); Sec 178 (1) & (3) |
× |
× |
× |
× |
✓ PUSC ≥ 10Cr TO ≥ 100 Cr OL/depos its/ debentures > 50Cr |
✓ |
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6. |
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) |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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7. |
Particulars of Loans, guarantees or investments u/s 186 |
‐ |
Sec 134 (3) (g) |
× |
× |
✓ |
✓ |
✓ |
✓ |
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8. |
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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9. |
State of the company's affairs |
‐ |
Sec 134 (3) (i) |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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10. |
Amounts proposed to be carried to |
‐ |
Sec 134 (3) (j) |
× |
× |
✓ |
✓ |
✓ |
✓ |
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11. |
Amount recommended as dividend, if any, |
‐ |
Sec 134 (3) (k) |
× |
× |
✓ |
✓ |
✓ |
✓ |
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12. |
Material Changes & Commitments affecting financial position of the Company, occurring after Balance Sheet Date (Details of material |
‐ |
Sec 134 (4) (l) |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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13. |
Energy Conservation, Technology absorption, FOREX earnings & outgo, in prescribed manner |
‐ |
Sec 134 (3) (m) r/w Rule 8(3) of Cos (Accounts) Rule |
× |
× |
✓ |
✓ |
✓ |
✓ |
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14. |
Statement indicating development & implementation of Risk Management Policy |
‐ |
Sec 134 (3) (n) |
× |
× |
✓ |
✓ |
✓ |
✓ |
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15. |
Financial Highlights & Change in the nature of business |
‐ |
Sec 134 (3)(q) r/w Rule 8(5) (i)&(ii)of |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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16. |
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) |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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17. |
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 |
× |
× |
✓ |
✓ |
✓ |
✓ |
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18. |
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 |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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19. |
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 |
× |
× |
✓ |
✓ |
✓ |
✓ |
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20. |
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 |
× |
× |
✓ |
✓ |
✓ |
✓ |
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21. |
Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013 |
‐ |
Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013 |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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22. |
details in respect of frauds reported by auditors under sub- section (12) of section 143 other than those which are reportable to the Central Government; |
- |
Section 143(12) read with Rule 8A and Section 134 (3) (CA) |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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23. |
Compliance with Secretarial Standard |
- |
As per Secretarial Standard issued u/s 188 |
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EVENT BASED/LIMIT BASED DISCLOSURES |
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24. 1 |
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 |
✓ |
✓ |
✓ |
✓ |
✓ |
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25. |
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 |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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26. 3 |
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 |
× |
× |
✓ |
✓ |
✓ |
✓ |
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27. 4 |
Issue of Equity Shares with Differential Rights, Sweat Equity, ESOS, etc. (This disclosure would be event based) |
‐ |
Sec 43, 54 r/w Rule 4 (4); 8 (13) & 12 (9) of Cos & Sec 62 (1)(b) r/w rule 12(9) of Cos(Share Cap & Debenture) Rules |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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28. 5 |
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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DISCLOSURE MANDATORY TO BE MADE BY PUBLIC COMPANY |
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29. |
Disclosure about receipt of any commission by MD / WTD from a Company and also receiving commission / remuneration from it Holding or subsidiary |
‐ |
Section 197(14) |
× |
× |
× |
✓ |
✓ |
✓ |
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DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY & SELECTED PUBLIC COMPANY |
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30. 7 |
Declaration by Independent Directors |
‐ |
Sec 134 (3)( d) r/w Sec 149 (6) |
× |
× |
× |
× |
✓ PUSC ≥ 10Cr TO ≥ 100 Cr OL/depos its/ |
✓ |
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31. 8 |
Disclosure on Reappointment of Independent Director (ID is eligible for re‐appointment beyond a term of 5 yrs by passing an SR and if re‐appointed, the company must disclose such re‐ appointment of ID in |
‐ |
Section 149(10) |
× |
× |
× |
× |
✓ PUSC ≥ 10Cr TO ≥ 100 Cr OL/depos its/ debentures > 50Cr |
✓ |
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32. 9 |
Secretarial Audit Report (To be annexed with Board's Report) |
MR 3 |
Sec 204 (1) |
× |
× |
× |
× |
✓ PUSC ≥ 50Cr TO ≥ 250 Cr |
✓ |
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33. 0 |
Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made by the PCS in Secretarial Audit report |
‐ |
Sec 134 (3)(f) (ii) |
× |
× |
× |
× |
✓ PUSC ≥ 50Cr TO ≥ 250 Cr |
✓ |
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34. 1 |
Manner in which Formal Annual Evaluation of performance of Board, its Committees and individual directors has been carried out |
‐ |
Sec 134 (p) r/w Rule 8 (4) of Cos (Accounts) Rules |
× |
× |
× |
× |
✓ PUSC ≥ 25 Cr |
✓ |
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35. 2 |
The composition of the Audit Committee Further, if the Board has not accepted any recommendation of the Audit Committee, the same shall also be disclosed along with reasons therefore. |
‐ |
Sec 177 (8) r/w Rule 6 of Cos(Meetings of the BoD) Rules |
× |
× |
× |
× |
✓ PUSC ≥ 10Cr TO ≥ 100 Cr OL/depos its/ debentures > 50Cr |
✓ |
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36. |
Corporate Governance disclosure requirements |
‐ |
Clause 49 of the Listing Agreement |
× |
× |
× |
× |
× |
✓ |
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DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY |
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37. |
Ratio of remuneration of each director to the median employee's |
‐ |
Section 197(12) r/w Rule 5 of |
× |
× |
× |
× |
× |
✓ |
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38. |
Remuneration and other prescribed details |
Companies (Appointment & Remuneration of Managerial Personnel) Rules |
× |
× |
× |
✓ |
✓ |
✓ |
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39. |
Voluntary revision of financial statements or Board's report |
- |
Sec 131 (1) |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
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