| Mandatory | |||
| Section | Particulars | Applicability | Details |
| 134 | Corporate Information | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17391 |
| 134 | Web Address of Annual Return | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17475 |
| SS | Web Link of Annual Return | All Companies | A copy of the annual return shall be placed on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Report |
| 134 | No of Board Meeting | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | Number and dates of Meeting including number of Meetings attended by each Director. | All Companies | The number and dates of meetings of the Board held during the year shall be disclosed in the Report. |
| 134 | DRS | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | DRS | All Companies | The Report shall include a Directors’ Responsibility Statement stating the following: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year and of the profit and loss of the company for that period; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; (e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; (f) the Directors, in case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively. |
| 134 | Details of Fraud under 143 (2) | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | Frauds reported by the Auditor | All Companies | The following details of frauds reported by the Auditor (Statutory Auditor, Secretarial Auditor or Cost Auditor) to the Audit Committee/ Board, as the case may be, and the frauds reported to the Central Government shall be disclosed in the Report: (a) nature of fraud with description;(b) approximate amount involved; (c) parties involved, if remedial action not taken; (d) remedial action taken to prevent occurrence of such frauds in future. |
| SS | Independent Directors | Listed & Applicable Public Companies | The disclosure shall include the following: (a) in case of appointment of Independent Directors, the justification for choosing the proposed appointees for appointment as Independent Directors; and (b) in case of re-appointment after completion of the first term, the rationale for such re-appointment. |
| 134 | Statement Declaration of Independent Directors under 149 (6) | Listed & Applicable Public Cos. | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | Declaration by ID | Listed & Applicable Public Cos. | The Report shall include a statement: (a) that necessary declaration with respect to independence has been received from all the Independent Directors of the company; (b) that the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. If the company has formulated a Code of Conduct for Directors and senior management personnel, the Report shall also include a statement on compliance of such Code |
| SS | Committees | Listed & Applicable Public Companies | The Report shall disclose: (a) Composition of Committees constituted by the Board under the Act and the Listing Regulations as well as changes in their composition, if any, during the year; (b) The number and dates of meetings of such committees held during the year. |
| SS | Recommendations of Audit Committee | Listed & Applicable Public Companies | Where the Board has not accepted any recommendation of the Audit Committee, a statement to that effect shall be disclosed in the Report along with the reasons for such non-acceptance. |
| 134 | Statement indicating Policies on NRC | Listed & Applicable Public Cos. | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | Company’s Policy on Directors’ appointment and remuneration | Listed & Applicable Public Companies | The Report of every listed public company and other prescribed class of companies shall disclose company’s policy on directors’ appointment and remuneration and the criteria for determining qualifications, positive attributes and independence of a Director. Where the said policy is available on the website of the company, it would be sufficient to disclose salient features of such policy, any change therein and the web-link at which the complete policy is available. |
| SS | Auditor's Details | All Companies | Names of the Statutory Auditor, Cost Auditor and Secretarial Auditor and details of any change in such Auditors, during the year and up to the date of the Report due to resignation / casual vacancy / removal / completion of term shall be disclosed in the Report. |
| 134 | Explanation on remarks of Auditor | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| 134 | Explanation on remarks of Secretarial Auditor | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | Explanation on remarks of Secretarial Auditor | The Secretarial Audit Report shall be annexed to the Report | |
| SS | Explanation on remarks of Auditor | The Report shall include explanations or comments on every qualification, reservation or adverse remark or disclaimer made in the Auditor’s Report and the Secretarial Auditor’s Report. If there are no qualifications, reservations or adverse remarks made by the Statutory Auditors / Secretarial Auditors in their respective Report, a statement to this effect shall be given in the Report. Further, 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. | |
| 134 | particulars of loans, guarantees or investments under section 186; | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | particulars of loans, guarantees or investments under section 186; | All Companies | Particulars of the loans given, investments made, guarantees given or securities provided during the year and the purpose for which the loans / guarantees / securities are proposed to be utilised by the recipient of such loan / guarantee / security. A company shall disclose the aforesaid particulars in the notes to the financial statement and give reference thereof in the Report. |
| 134 | Contracts or arrangements with related parties | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | Contracts or arrangements with related parties | All Companies | The disclosure shall include the following (a) contracts / arrangements / transactions with related parties which are not at arm’s length basis; (b) material contracts / arrangements / transactions with related parties which are at arm’s length basis; (c) contracts / arrangements with related parties which are not in the ordinary course of business and justification for entering into such contract.Such disclosure in the prescribed form shall be annexed to the Report. |
| 134 | State of Affairs | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | State of Affairs | All Companies | 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 programmes; vi. details and status of acquisition, merger, expansion, modernization and diversification; vii. developments, acquisition and assignment of material Intellectual Property Rights; viii. any other material event having an impact on the affairs of the company. |
| 134 | Reserves | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| 134 | Dividend | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| 134 | Material Changes & Commitment between FY date and Date of Report | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | Material Changes & Commitment between FY date and Date of Report | All Companies | 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. The Report shall also disclose the information with respect to changes in external and internal environment including technical, legal and financial, strikes, lockouts and breakdowns affecting the business of the company. |
| SS | Changes in Nature of Business | All Companies | 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 area |
| 134 | Conservation of energy, technology absorption, foreign exchange earnings and outgo, | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| 134 | Conservation of energy, technology absorption, foreign exchange earnings and outgo, | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| SS | Conservation of energy, technology absorption, foreign exchange earnings and outgo, | All Companies | The disclosure shall include the following: (a) Conservation of energy – (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy; (iii) the capital investment on energy conservation equipments. (b) Technology absorption – (i) the efforts made towards technology absorption; (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the year under reference) – a) details of the technology imported; b) the year of import; c) whether the technology has been fully absorbed and if not, areas where absorption has not taken place, and the reasons thereof; (iv) the expenditure incurred on Research and Development.(c) Foreign exchange earnings and Outgo – The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. In cases where such disclosures are not applicable, the Report shall include a statement to that effect. |
| 134 | Astatement indicating development and implementation of a risk management policy | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | A statement indicating development and implementation of a risk management policy | All Companies | A statement indicating the development and implementation of a risk management policy for the company. 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 |
| 134 | CSR policy | Applicable Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | CSR | Applicable Companies | The Report shall disclose about the CSR policy of the company and the CSR initiatives taken during the year. Where the said policy is available on the website of the company, it would be sufficient to disclose salient features of such policy, any change therein and the web-link at which the complete policy is available. The Report shall include an Annual Report on the CSR activities and shall comprise the following: (a) a brief outline of the CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web link to the CSR Policy and projects or programs; (b) composition of the CSR Committee, number of meetings held during the year; (c) average net profits for the three immediately preceding years; (d) prescribed CSR expenditure i.e. two percent of clause (c) above; (e) details of amount spent on CSR during the year including total amount to be spent, amount unspent and manner in which the amount has been spent;(f) in case the prescribed CSR amount has not been spent, easons for not spending the same; (g) a responsibility statement from the CSR Committee that he implementation and monitoring of the CSR Policy isin compliance with the CSR objectives and policy of the company |
| 134 | Annual evaluation of the performance of the Board, its Committees and of individual directors has been made;] | Listed & Applicable Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17517 |
| SS | Board Evaluation | Listed & Applicable Companies | The Report of every listed company and other prescribed class of public companies shall include a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors has been made. |
| 134 | Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company | Applicable Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| Rule 5 of Companies (Accounts) Rules, 2014 | Form of Statement Containing Salient Features of Financial Statements of Subsidiaries | Applicable Companies | The statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures under the first proviso to sub-section (3) of section 129 shall be in Form AOC-1. |
| 134 | names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies | Applicable Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| SS | Details on Joint Venture, Subsidiary & Associates | Applicable Companies | 1 Report on performance and financial position of the subsidiaries, associates and joint ventures In case of companies having subsidiaries, associates and joint ventures, the Report shall include a separate section highlighting the performance of each of the subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company. 7.2 Companies which have become or ceased to be subsidiaries, associates and joint ventures During the year or at any time after the closure of the year and till the date of the Report, if the company has acquired or formed any new subsidiary, associate or joint venture, details of such companies shall be disclosed. Where any of the subsidiaries, associates or joint ventures of the company has ceased to be a subsidiary, associate or joint venture on account of sale of shares, amalgamation, or by any other manner, then, the names of such companies along with the manner of such cessation shall also be disclosed in the Report. Companies which have listed their specified securities shall also state in the Report the name of its material subsidiary as per the Listing Regulations. If such material subsidiary has sold, disposed of and leased assets of more than twenty percent of the assets of the material subsidiary on an aggregate basis during a year then details of such sale shall be disclosed. |
| 134 | Financial Summary | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| 134 | the change in the nature of business | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| 129 (3) | Consolidated Details of Subsidiary | Applicable Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17512 |
| 134 | the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year; | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| 134 | Directors or key managerial personnel who were appointed or have resigned during the year | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| 134 | The details relating to deposits, covered under Chapter V of the Act- | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| 134 | The details of deposits which are not in compliance with the requirements of Chapter V of the Act | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| 134 | Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| SS | Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future | All Companies | 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. |
| 134 | The details in respect of adequacy of internal financial controls with reference to the Financial Statements. | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| SS | Internal Financial Control | All Companies | Details in respect of adequacy of internal financial controls with reference to the financial statement. |
| 134 | Cost Records Applicability & Maintenance | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| SS | Cost Records | Applicable Companies | a statement as to whether cost records is required to be maintained by the company pursuant to an order of the Central Government and accordingly such records and accounts are maintained. |
| 134 | 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 | All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=18057 |
| SS | POSH | All Companies | The disclosure shall include the following: (a)a statement that the company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. (b) the details of number of cases filed and disposed as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. |
| Section 122 | POSH | All Companies | Employer to include information in Annual Report number of cases filed, if any, and their disposal under The Sexual Harassment Of Women At The Workplace (Prevention, Prohibition, & Redressal Act, 2013 |
| 67 (3) | Voting rights not exercised directly by the employees | Applicable Companies | 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. |
| 131 | Voluntary Revision of Directors Report | Applicable Companies | the detailed reasons for revision of such financial statement or report shall also be disclosed in the Board's report in the relevant financial year in which such revision is being made. |
| SS | Voluntary Revision of Directors Report | All Companies | In case the company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made. |
| 135 | Composition of CSR Policy | Applicable Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17518 |
| 168 | Resignation of Director |
All Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17552 |
| SS | Directors & KMP | All Companies | The disclosure shall include the following: (a) names of the persons who have been appointed / ceased to be Directors and/or Key Managerial Personnel of the company: (i) during the year; (ii) after the end of the year and up to the date of the Report; (b) mode of such appointment/cessation; (c) names of the Directors retiring by rotation at the ensuing annual general meeting and whether or not they offer themselves for re-appointment. In case the company operates in a specific sector where approval of any regulatory authority is required before the appointment of a Director/ Key Managerial Personnel,the Report shall also state whether the company has obtained the approval of such regulatory authority. |
| 177 | Compostion of Audit coommittee | Applicable Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17561 |
| 177 | Details of establishment of vigil mechanism . | Applicable Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17561 |
| SS | Details of establishment of vigil mechanism . | Applicable Companies | Every listed company and other prescribed class of companies shall disclose in its Board’s Report, details of establishment of a vigil mechanism. The disclosure shall, inter alia, include the mechanism for: a) the Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct; b) providing adequate safeguards against victimisation; c) providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases. Web-link of the aforesaid mechanism shall also be disclosed in the Report. |
| 197 | Remuneration or commission from any holding company or subsidiary company | Applicable Companies | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17591 |
| Rule 5(1) of Chapter XIII | Remuneration Disclosure in Disclosure in Board’s Report | Applicable Companies | http://ebook.mca.gov.in/Childwindow1.aspx?pageid=18111&type=RU&ChildTitle=Chapter%20XIII%20The%20Companies%20(Appointment%20and%20Remuneration%20of%20Managerial%20Personnel)%20Rules,%202014 |
| SS | Remuneration received by Managing/Whole time Director from holding or subsidiary company |
Applicable Companies | In case the Managing/Whole time Director of the company is in receipt of any commission from the company, and also receives any remuneration or commission from its holding company or subsidiary company, details of such remuneration or commission shall be disclosed in the Report. |
| SS | Remuneration of Directors and Employees of Listed Companies |
Listed | The following disclosures, shall be made, either in the Report or by way of an annexure thereto: (a) the number of permanent employees on the rolls of the company; (b) the ratio of remuneration of each Director to the median remuneration of the employees of the company for the year; [The expression “median” means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one; (ii) if there is an even number of observations, the median shall be the average of the two middle values.] (c) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the year; (d) the percentage increase in the median remuneration of employees in the year; [The expression “Remuneration” means any money or its equivalent given or passed to an employee for services rendered by him and includes perquisites under the Income tax Act.] (e) average percentile increase already made in the salaries of employees other than managerial personnel in the last year and its comparison with the percentile increase in the managerial remuneration and justification thereof and whether there are any exceptional circumstances for increase in the managerial remuneration; (f) affirmation that the remuneration is as per the remuneration policy of the company. In addition to the above, the Report shall include a statement indicating: (a) names of top ten employees of the company in terms of remuneration drawn. Employees who have resigned / retired during the year shall also be considered for this purpose. In case of companies having less than ten employees, such statement shall include details of all employees. (b) name of every employee who: (i) if employed throughout the year, was in receipt of remuneration not less than one crore and two lakh rupees in the aggregate; (ii) if employed for a part of the year, was in receipt of remuneration not less than eight lakh and fifty thousand rupees per month in the aggregate; (iii) if employed throughout the year or part thereof, was in receipt of remuneration which is in excess of that drawn by the Managing Director or Whole-time Director or Manager and who holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. The aforesaid statement shall also indicate the following: a) designation of the employee;(b) remuneration received;(c) nature of employment, whether contractual or otherwise; d) qualifications and experience of theemployee;(e) date of commencement of employment; (f) the age of such employee;(g) the last employment held by such employeebefore joining the company; (h) the percentage of equity shares held by theemployee along with his spouse anddependent children, if such shareholding is not less than two percent of the total equityshares;(i) whether any such employee is a relative of any Director or Manager of the company and if so, the name of such Director or Manager. Particulars of employees posted and working in a country outside India, not being Directors or their relatives, drawing more than sixty lakh rupees per year or five lakh rupees per month, as the case may be, as may be decided by the Board, need not be circulated to the members in the Report, but such particulars shall be filed with the Registrar of Companies while filing the financial statement and the Report |
| 203 | Secretarial Audit Report | Listed & Applicable Public Cos. | http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17598 |
| SS | Suspension of Trading | Listed | In case the securities of the company are suspended from trading, the Report shall explain the reasons thereof. |
| SS | MDAR | Listed | In case of companies which have listed their specified securities, the Report shall include an MDAR, either as a part of the Report or as an annexure to the Report. The MDAR shall include the following details in relation to the company: (a) industry structure and developments; (b) opportunities and threats; (c) segment wise and 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, 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. |
| SS | Dividend | Applicable Companies | 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. 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. e. Payment of dividend from reserves. |
| SS | Credit Rating | Applicable Companies | The disclosure shall include the following: (a) credit rating obtained in respect of various securities; (b) name of the credit rating agency; (c) date on which the credit rating was obtained; (d) revision in the credit rating; (e) reasons provided by the rating agency for a downward revision, if any. |
| SS | Investor Education & Protection Fund | Applicable Companies | The disclosure shall include the following: (a) details of the transfer/s to the IEPF made during the year as mentioned below: (i) amount of unclaimed/unpaid dividend and the corresponding shares; (ii) redemption amount of preference shares; (iii) amount of matured deposits, for companies other than banking companies, along with interest accrued thereon;(iv) amount of matured debentures along with interest accrued thereon; (v) application money received for allotment of any securities and due for refund along with interest accrued; (vi) sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation; (b) details of the resultant benefits arising out of shares already transferred to the IEPF; (c) year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer; (d) the amount of donation, if any, given by the company to the IEPF; (e) such other amounts transferred to the IEPF, if any, during |
| SS | Statement of deviation or variation | Listed | Companies which have listed their specified securities shall furnish in the Report an explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue etc. as under: (a) Statement indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable; (b) Statement indicating category wise variation (capital expenditure, sales and marketing, working capital etc.) between the projected utilisation of funds made by the company in its offer document or explanatory statement to the notice for the general meeting, as applicable, and the actual utilisation of funds. |
| SS | Failure to implement and Corporate Action | Applicable Companies | In case the company has failed to complete or implement any corporate action within the specified time limit, the Report shall disclose the same and the reasons for such failure. For the purpose of this clause, the term “corporate action” includes buy back of securities, payment of dividend declared, mergers and de-mergers, delisting, split and issue of any securities. |
| SS | IBC Process | Applicable Companies | The disclosure shall include the following: (a) details of any application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT; (b) status of such application; and (c) status of corporate insolvency resolution process, if any, initiated under the IBC |
| SS | Secretarial Standards | All Companies | The Report shall include a statement on compliance of applicable Secretarial Standards and other Secretarial Standards voluntarily adopted by the company |
| SS | Details of Deposits | Applicable Companies | The disclosure shall include the following: (a) details of deposits accepted during the year; (b) deposits remaining unpaid or unclaimed as at the end of the year; (c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, the number of such cases and the total amount involved: (i) at the beginning of the year; (ii) maximum during the year (i.e. highest number of cases pending repayment of deposits or interest during the year and maximum amount that was due); (iii) at the end of the year; (d) details of deposits which are not in compliance with the requirements of the Act; (e) details of National Company Law Tribunal (NCLT)/National Company Law Appellate Tribunal (NCLAT) orders with respect to depositors for extension of time for repayment, penalty imposed, if any; (f) in case of a private company, details of amount received from a person who at the time of the receipt of the amount was a Director of the company or relative of the Director of the company. |
| SS | General Information | All Companies | Overview of the industry and important changes in the industry during the last year.External environment and economic outlook; Induction of strategic and financial partners during the year; and In case of a company, which has delisted its equity shares, during the year or till the date of the Report, the particulars of delisting activity giving details like price offered pursuant to delisting offer, offer period of delisting, number of shares tendered and accepted, total consideration paid and the holding of the Promoters in the company post delisting. |
| SS | Any changes in the capital structure of the company during the year, including the following |
Applicable Companies | (a) change in the authorised, issued, subscribed and paidup share capital; (b) reclassification or sub-division of the authorised share capital; (c) reduction of share capital or buy back of shares; (d) change in the capital structure resulting from restructuring; and (e) change in voting rights |
| SS | Issue of shares or other convertible securities | Applicable Companies | During the year, if the company has issued any equity shares or preference shares or any securities which carry a right or option to convert such securities into shares, the disclosure shall include the following: (a) date of issue and a+D85llotment; (b) method of allotment (QIP, FPO, ADRs, GDRs, rights issue, bonus issue, preferential issue, private placement, conversion of securities, etc.); (c) issue price; (d) conversion price; (e) number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities; (f) number of shares or securities allotted to the promoter group (including shares represented by depository receipts); (g) in case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a registered valuer. |
| SS | Issue of equity shares with differential right | Applicable Companies | The disclosure shall include the following: (a) total number of shares allotted with differential rights; (b) details of the differential rights relating to voting rights and dividend; (c) percentage of the shares with differential rights to the total post issue equity share capital with differential rights issued at any point of time and percentage of voting rights which the equity share capital with differential voting rights shall carry to the total voting rights of the aggregate equity share capital; (d) price at which shares with differential rights have been issued; (e) particulars of Promoters, Directors or Key Managerial Personnel to whom shares withdifferential rights have been issued; (f) change in control, if any, in the companyconsequent to the issue of equity shares with differential voting rights; (g) diluted earnings per share pursuant to the issue of each class of shares, calculated in accordance with the applicable accounting standards; (h) pre and post issue shareholding pattern along with voting rights in the prescribed format. |
| SS | Issue of Sweat Equity Shares | Applicable Companies | The disclosure shall include the following: (a) class of Directors or employees to whom sweat equity shares were issued; (b) class of shares issued as sweat equity shares; (c) number of sweat equity shares issued to the Directors, Key Managerial Personnel or other employees showing separately the number of such shares issued to them, if any, for consideration other than cash and the names of allottees holding one percent or more of the issued share capital; (d) reasons or justification for the issue; (e) principal terms and conditions for the issue, including pricing formula; (f) total number of shares arising as a result of the issue ; (g) percentage of the sweat equity shares to the total post issued and paid up share capital; (h) consideration, including consideration other thancash, received or benefit accrued to the company from the issue ; (i) diluted earnings per share pursuant to the issue. |
| SS | Details of Employee Stock Options | Applicable Companies | The disclosure shall include the following details of all the Employee Stock Options Scheme(s) implemented from time to time: (a) options granted; (b) options vested; (c) options exercised;(d) the total number of shares arising as a result of exercise of options; (e) options lapsed; (f) the exercise price; (g) variation in terms of options; (h) money realised by exercise of options; (i) total number of options in force; (j) employee wise details of options granted to: (i) Key Managerial Personnel; (ii) any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year; (iii) identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital, excluding outstanding warrants and conversions, of the company at the time of grant. (k) in case of a company whose shares are listed: (i) any material change to the scheme and whether such scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014; (ii) web-link of disclosures made on the website of the company, as required under SEBI (Share Based Employee Benefits) Regulations, 2014 |
| SS | Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees |
Applicable Companies | The disclosure shall include the following: (a) names of the employees who have not exercised the voting rights directly;(b) reasons for not voting directly; (c) name of the person who is exercising such voting rights; (d) number of shares held by or in favour of such employees and the percentage of such shares to the total paid up share capital of the company; (e) date of the general meeting in which such voting power was exercised; (f) resolutions on which votes have been cast by persons holding such voting power; (g) percentage of such voting power to the total voting power on each resolution; (h) whether the votes were cast in favour of or against the resolution. |
| SS | Issue of debentures, bonds or any non-convertible securities | Applicable Companies | The disclosure shall include the following: (a) date of issue and allotment of the securities; (b) number of securities; (c) whether the issue of the securities was by way of preferential allotment, private placement or public issue; (d) brief details of the debt restructuring pursuant to which the securities are issued; (e) issue price; (f) coupon rate; (g) maturity date; (h) amount raised |
| SS | Issue of warrants | Applicable Companies | The disclosure shall include the following: (a) date of issue and allotment of warrants; (b) number of warrants; (c) whether the issue of warrants was by way of preferential allotment, private placement, public issue; (d) issue price; (e) maturity date; (f) amount raised, specifically stating as to whether twenty five percent of the consideration has been collected upfront from the holders of the warrants; (g) terms and conditions of warrants including conversion terms |
| SS | CFS | Applicable Companies | a statement, wherever applicable, that the consolidated financial statement is also being presented in addition to the standalone financial statement of the company |
| SS | Key Initiatives | All Companies | key initiatives with respect to Stakeholder relationship, Customer relationship, Environment, Sustainability, Health and Safety |
| SS | Annual General Meeting | Applicable Companies | reasons for delay, if any, in holding the annual general meeting; |
| SS | Certificate on Compliance of conditions of Corporate Governance |
Listed | Companies which have listed their specified securities, shall annex with the Report a certificate obtained from either the Statutory Auditor or a practicing Company Secretary regarding compliance of the conditions of corporate governance. |
Checklist to assess if a company is compliant with the Companies Act
Priyanka T
, Last updated: 07 May 2019
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