The document summarizes the key information that must be included in the Board's report according to the Companies Act 2013 and related rules. It lists items that must be mentioned under section 134, other sections of the Act, and various rules. These include details of meetings, directors, auditors' qualifications, related party transactions, CSR activities, and more. The document provides guidance on the format and content required for the Board's report to comply with statutory requirements.

1. Copyright © 2015

2. This presentation is based on our internal
research. It is notified that neither the presenter
nor organization to which he belongs nor any
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3. Items
Mentioned in
Rules
Items
Mentioned at
Other Places
Items
Mentioned
under Section
134
Only Companies Act, 2013 and Rules Made thereunder

4. Items Mentioned under Section
134

5. Details Remark
The extract of the annual return as
provided under sub-section (3) of
section 92 i.e. Form MGT 9
An extract of Annual Return in Form
MGT 9 is attached herewith.
Number of meetings of the Board The Board has met four time during
the financial year as on ___.
Directors’ Responsibility Statement Statement prescribed under section
134(5), it can be reproduced. Clause
(e) is applicable only for listed
companies.
A statement on declaration given by
independent directors under sub-
section (6) of section 149
The Board has received the
declaration from all the independent
directors as per the requirement of
section 149(7) and The Board is
satisfied that all the ID meets the
criterion of independence as
mentioned in section 149(6).

6. applicable accounting
standards had been
followed
a true and fair view of the
state of affairs of the
company at the end of the
financial year and of the
profit and loss of the
company for that period;
safeguarding the assets of
the company and for
preventing and detecting
fraud and other
irregularities;
going concern basis;
internal financial controls
to be followed by the
company
proper systems to ensure
compliance with the
provisions of all
applicable laws

7. Details Remark
company’s policy on directors’
appointment and remuneration
including criteria for determining
qualifications, positive attributes,
independence of a director and other
matters provided under sub-section
(3) of section 178
This statement is to be given only if the
company is covered under section 178
explanations or comments by the
Board on every qualification,
reservation or adverse remark or
disclaimer made
•by the auditor in his report; and
•by the company secretary in practice
in his secretarial audit report
Particulars of loans, guarantees or
investments under section 186
Loan and Investment by the Company,
a tabular representation may be given
Particulars of contracts or
arrangements with related parties
referred to in sub-section (1) of
section 188
Related Party Transactions (only those
which are mentioned under 188(1)(a)
to (g), Form AOC 2 is prescribed

8. Details of contracts
or arrangements or
transactions not at
arm’s length basis
Details of contracts or
arrangements or
transactions at arm’s
length basis
Name(s) of the related party and nature of relationship;
Nature of contracts/ arrangements/transactions
Duration of the contracts / arrangements/transactions;
Salient terms of the contracts or arrangements or
transactions including the value, if any
Justification for entering into such contracts or
arrangements or transactions; Amount paid as advances,
if any
date(s) of approval by the Board
Date on which the special resolution was passed in
general meeting as required under first proviso to
section 188
Form AOC 2

9. Details Remark
The state of the company’s affairs
As same as, it was there in the
Companies Act, 1956
The amounts, if any, which it
proposes to carry to any reserves
The amount, if any, which it
recommends should be paid by way
of dividend
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

10. Details Remark
The conservation of energy,
technology absorption, foreign
exchange earnings and outgo, in
such manner as may be prescribed
Rule 8(3) of the Companies
(Accounts) Rules, 2014 – similar to
old act
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
All Companies has to have its Risk
Management Policy;
The details about the policy
developed and implemented by the
company on corporate social
responsibility initiatives taken during
the year
Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules,
2014 read with its Annexure and Rule
9 of the Companies (Accounts) Rules,
2014

11. Details Remark
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
In case of a listed company and
every other public company having
such paid-up share capital as may be
prescribed;
Section 178(2), Role and Function of
Independent Directors Schedule IV,
Re-appointment of Independent
Directors Schedule IV;
For evealuation the criterion
prescribed as under: -
•Listed Company;
•other public company having a paid up
share capital of twenty five crore rupees or
more calculated at the end of the
preceding financial year
Rule 8(4) of the Companies (Accounts) Rules,
2014

12. Items Mentioned at Other Places
in the Act

13. Section 67(3)
proviso
• Disclosures in respect of voting rights not exercised directly by
the employees in respect of shares to which the scheme relates;
Section 131(1)
third proviso
• If there is any revision in the Board’s Report or the Financial
statement then the detailed reasons for revision of such financial
statement or report
Section
149(10)
• An independent director shall hold office for a term up to five
consecutive years on the Board of a company, but shall be eligible
for reappointment on passing of a special resolution by the
company and disclosure of such appointment in the Board's report

14. Section 177(8)
• Disclosure of composition of the Audit committee
and where the Board had not accepted any
recommendation of the Audit committee
Section 177(10)
proviso
• The details of establishment of vigil mechanism
shall be disclosed in the Boards report
Section 178
proviso of sub
section 4
• Disclosure of the policy formulated by the
Nomination and Remuneration committee shall be
disclosed in the Boards report

15. Section
197 (12)
• Every Listed Company shall disclose in the Boards report , the ratio of remuneration of
each director to the medians employees remuneration
Section
197(14)
• any Director who is in receipt of 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
Section
204(1)
• Secretarial Audit Report
Section
204(3)
• Explanation to any Qualification in Secretarial Audit Report

16. Section
168(1)
• The fact of resignation of director shall be stated in the
directors report
Section
135(2)
• Composition of CSR Committee
Section
135(4)(a)
• The Board of every Company shall after taking into
account the recommendations made by CSR Committee ,
approve the CSR policy for the company and disclose
contents on such policy in the Boards report

17. Section 135(5)
second proviso)
• If the company fails to spend 2% of the average net profits of the
company made during the immediately preceding financial year
in pursuance of CSR , reasons to be disclosed
Section 188(2)
• Every contract or arrangement entered into under sub-section
(1) shall be referred to in the Board’s report to the shareholders
along with the justification for entering into such contract or
arrangement (repetition, also mentioned in section 134)
ScheduleV Part
II Section II
point IV
• Disclosure with regard to Corporate Governance

18. Items Mentioned in the Rules

19. Chapter IV,
Rule 4(4)
• Details of Shares issued with differential rights
Chapter IV,
Rule 16(4)
• Disclosures in respect of voting rights not exercised directly
by the employees in respect of shares to which the scheme
relates (details mentioned in the Rules)
Chapter IV,
Rule8(13)
• Details of Sweat Equity Shares
Chapter IV,
Rule 12(9)
• Details of the Employees Stock Option Scheme

20. the financial summary or
highlights
the change in the nature of
business, if any
the details of directors or
key managerial personnel
who were appointed or have
resigned during the year
the names of companies
which have become or
ceased to be its
Subsidiaries,joint ventures
or associate companies
during the year
Details
mentioned in
Rule 8(5)

21. the details relating to
deposits, covered under
Chapter V of the Act
the details of deposits which
are not in compliance with the
requirements of Chapter V of
the Act
the details of significant and
material orders passed by the
regulators or courts or
tribunals impacting the going
concern status and company’s
operations in future
the details in respect of
adequacy of internal financial
controls with reference to the
Financial Statements
Details
mentioned in
Rule 8(5)

22. Other Provisions related to
Board’s Report

23.  To be prepared based on stand alone financial
statement of the company [Rule 8(1) of the
Companies Accounts Rules, 2014];
 Contain a separate section on report on the
performance and financial position of each of the
subsidiaries, associates and joint venture companies
[Rule 8(1) of the Companies Accounts Rules, 2014];
 Signed by Chairperson, if authorized else by two
directors, one of them should be MD, if there is one
[Section 134 (6)];
 Penalty [Section 134 (8)];

25. CS Anshul Kumar Jain
Partner
Mehta and Mehta, Company Secretaries, Mumbai
anshul@mehta-mehta.com
www.mehta-mehta.com
+91-96999 72119
anshulkumarjain; csanshul