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Director’s Report
-Ahmedabad Chapter Programme
21.03.2015
Umesh VedPracticing Company Secretary
“Board’s Report is an important document of Annual Report in which the Board gives a complete review of the performance of the company during the year under review”
Umesh Ved & Associates Company Secretaries
COMPARISON
COMPANIES ACT, 1956
COMPANIES ACT, 2013
Section 217 Section 134
Board’s Report Financial statement, Board’s Report, etc.
Report of Board of Director’s be ‘ATTACHED’ to BS laid before AGM
Separate Section (217) lot of sections make mandate to disclose the facts in Director’s report (92,149,178,186,188,etc.)
Umesh Ved & Associates Company Secretaries
Provisions Relating to Director’s Report 134
Umesh Ved & Associates Company Secretaries
Applicability
Financial year commencing on or after 1stApril,2014
Umesh Ved & Associates Company Secretaries
Signing of Report & annexure thereto:
Chairperson if authorized by Board.
If not:Atleast 2 director , one of whom
shall be MD
If no MD, then by 2 directors Umesh Ved & Associates Company Secretaries
Basis of Board ReportStand Alone Financial Statement
Separate Section: Including in consolidated financial statement
Subsidiary Associate Joint Venture
Umesh Ved & Associates Company Secretaries
Approval of Board Report To be done at Board meeting
{179(3)}
Cannot be done by:Circular Resolution Committee Video Conferencing
Umesh Ved & Associates Company Secretaries
E- filing of Resolution Mgt-14 within 30 days of passing
of resolution for approval of Board’s Report
Umesh Ved & Associates Company Secretaries
Content of Board Report
Umesh Ved & Associates Company Secretaries
Content of Board Report continued…
Extract of Annual Return [32(3)]- MGT-9
No. of Board MeetingComment on Auditor’ ReportComment on Secretarial Audit ReportParticular of Loan & InvestmentDisclosure of Related Party transaction
[188(1)] AOC-2Dividend Recommended Post Balance sheet events
Umesh Ved & Associates Company Secretaries
Content of Board Report continued…
Risk Management PolicyCSRReport on performance of
subsidiaries, associates companies and joint ventures.
Secretarial Audit Report a) All Listed Companies
b) Every Public company paid up share capital 50 crores or more
c) Every Public company turnover 250 crores or more
Disclosure about cost audit Umesh Ved & Associates Company Secretaries
Content of Board Report continued…
Constitution of Nomination & Remuneration committee
Remuneration or commission of MD/WTD from Holding company or Subsidiary Company 197(14)
Vigil MechanismComposition of Audit Committee
117(8) Recommendations not accepted
Umesh Ved & Associates Company Secretaries
Content of Board Report continued…
Declaration by Independent Director
Details relating to DepositDetails of Director & KMPGeneral disclosures
Umesh Ved & Associates Company Secretaries
Content of Board Report continued…
ESOP & Sweat Equity ShareStatement of affairs of the
company Turnover
Profit
Production of year
Director Perception of Future of Company
Order of Court Umesh Ved & Associates Company Secretaries
Content of Board Report continued…
Details of employees drawing salary above prescribed limits(LISTED) 197(12)
Conservation of energy, technology absorption & Foreign exchange dealing Rule 8(3)
Director Responsibility Statement 135(4)
Umesh Ved & Associates Company Secretaries
Other details The names of Companies which have
become or ceased to be its Subsidiaries,Joint ventures or associated company during the year.
The change in the nature of business, if any;The financial summary or highlights;The details in respect of adequacy of internal
financial controls with reference tothe financial Statements.
Major evens concerning the company are highlighted.
Umesh Ved & Associates Company Secretaries
Thank you
Umesh Ved & Associates Company Secretaries
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