Insights into Disclosures in Board Report: This includes all the broad disclosures required to be given in the Board Report of a Company under Companies Act, 2013 and SEBI Listing Regulations. Various cases/litigations have been referred to indicate the significance of each disclosure.

1. IBOARD’S REPORT
MR. TRUPTI RANJAN MOHANTY
Compliance Officer
SMS Lifesciences India Limited

2.  Meaning of Board’s Report:
Board’s Report (Directors Report) is a comprehensive report on the Company activities
/ operations / affairs for the relevant year. The report is intended to give an holistic
information about operations and financial performance of the Company to all the
stakeholders of the Company. (However, same has not been defined in the act)
Report should be prepared on the standalone basis (unless otherwise specified).
About this template
Introduction
2

3.  Who shall sign the Financials ? [Sec. 134(1)]
Financials of the Company shall be signed by Chairperson of the company where he is
authorised by the Board or by two Directors out of which one shall be MD and also by
CFO and CS of the company, wherever they are appointed. (OPC – 1 Director) .
 Who shall sign the Board Report ? [Sec. 134(6)]
Board Report (along with annexures) of the Company shall be signed by Chairperson of the
company where he is authorised by the Board or by two Directors out of which one
shall be MD or by the Director where there is one director.
About this template
Approval of Board Report
3

4.  Can financial statements have different signing dates?
Yes, post approval by the BoD, the financials / Board report of the Company can be
signed at different dates based on the availability.
Reminder:
 In view of deletion of Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Financials
& Board report can be approved in a Board meeting held in virtual mode.
 The Financials & Board report Board’s report are to be approved only at a Board Meeting and hence Board’s
report can’t be approved by way of a circular resolution.
 Upon approval, Board Resolution should be submitted to ROC by filing MGT 14 within 30 days. (PvtCo Empt.)
About this template
Approval of Board Report
4
(Conti..)

5.  Will CS be held liable for misleading financial information ??
V. Shankar v. SEBI
In the above case, CS of Deccan Chronicle Holding Limited (‘DCHL’) was absolved by
SAT from the liability imposed by the SEBI for misleading financial statements and
information given by the DCHL.
SAT take: its is fiduciary duty of BoD to verify the contents of the financials before
approving it. Once the financials are approved by BoD, then the ministerial task falls
upon the company secretary and two of the directors to sign the balance sheet.
About this template
Approval of Board Report
5
(Conti..)

6. However, Supreme Court on 08.02.2023 considered the following submission of SEBI
and has remit the proceedings back to the SAT for considering the facts afresh.
i. Duty of authentication cannot be confined to merely signature on Statutory documents.
ii. Being a CS it was his duty to certify Statutory Compliances.
iii. The onus that financials are not approved / prepared by CS is not justified.
Conclusion:
 CS is considered as principal officer / KMP and accordingly has to be accountable as signatory to
any document in individual capacity, not just on behalf of the BoD.
 As per Sec. 205, CS has to ensure compliances with various laws and standards, including
Accounting Standards as per INDAS, hence, CS can be held liable.
 However, the same may vary from case to case.
About this template
Approval of Board Report
6
(Conti..)

7. Distribution of Gifts - No gifts, gift coupons, or cash in lieu of gifts shall be distributed to the
Members at or in connection with the meeting
Facts of the case:
 Madras Fertilizers Limited has issued gift cards to the shareholders and the same is violation of
Secretarial Standards – II (Clause 14) and Section 118(10) of the Companies Act, 2013.
 Appellant company explained that as the shareholders meeting was held through online mode,
hence, had issued complimentary gift cards in lieu of refreshment provided during AGM.
ROC, Chennai levied penalty on Company (₹25,000/-), Managing Director & WTD (₹5,000/- each)
About this template
Important Case laws
7

8. However, Regional Director [Southern Region] examined the case and opined as under:
About this template
Important Case laws
8
(Conti..)

9.  Sent to Stakeholders
Annual Report to be circulated various stakeholders i.e. Shareholders / Bankers /
Directors / Auditors / Stock Exchanges, 21 days before Annual General Meeting.
Note: MCA circular dated 28.12.2022 and SEBI circular dated 05.01.2023, Annual Report (F23) can be
shared with shareholders through e-mode.
ROC, Mumbai vide order dated 19.06.2023, in the matter of M/s Draeger Safety India Private
Limited, has levied penalty of ₹3 Lakhs on Company & ₹50,000/- on Director for violation of
provisions of Section 134 of the Companies Act, 2013, for not submitting Board Report.
About this template
Circulation of Annual Report
9

10.  File with ROC:
Financials (AOC4) shall be filed within 30 days of approval by shareholders and Annual
Return (MGT7) within 60 days of AGM.
Topfun Technologies has not filed AOC-4 and MGT-7 for FY 2020-21, as per the Statutory Due date
Goa ROC has levied penalty:
About this template
Circulation of Annual Report
10
(Conti..)

11. About this template
Governing Guidelines
11
Companies Act,
2013 and rules
made thereunder
Listing Regulations
[For Listed Entities]
Overseas Listing
Regulations
[For Overseas Listed
Entities]
Special Regulatory
Requirements
SS-1 SS-4
Note:
 Repetitive of information should be avoided, cross linking / Weblink should be provided wherever feasible.
 Secretarial Standards - 4 (Board report) is only recommendary as of now.

12. Governing Guidelines
12
Companies
Act, 2013
Section
134 (3)
Section
135
Section 149
and 168
Section 197
and
Schedule V
– Section II
of Part II
Section
177, 178
Section
204
Details of
Issue
made
SEBI (LODR)
Regulations,
2015
Regulation
34 & 46
Regulation
32
Regulation
43A
[Top 500 listed
co.]
Schedule V:
Corporate
Governance Report
Related Party
Disclosures
Declarations
&
Statements
Regulation
53 & 62

13. Why Secretarial Standards ??
 In order to plug in the gaps where Companies Act is silent / gray areas.
 To uplift best practices and reduce ambiguity in law.
 To provide an uniform reporting standards for all the Companies.
 Secretarial Standards are over and above the regulatory standards and shall not substitute the
provisions of the Companies Act.
Governing Guidelines
13
ROC, Karnataka vide order dated 15.03.2019, in the matter of M/s Ruckus Wireless Private Limited, has
levied penalty of ₹3.25 lakhs on Company and ₹65,000/- on each officer in default for violation of
provisions of Section 118(10) of the Companies Act, 2013, for not complying the Secretarial Standards.

14. About this template
Disclosure under Companies Act, 2013
Board Report should include following points:
 Section 134(3):
14
a) Weblink of Annual Return (onlyincase Companyhas a website) Note: in case,
Company doesn’t have website,the same has to be disclosed.
b) Number of meetings of the Board.
Note: ROC, Chennai vide order dated 15.06.2023, in the matter of M/s Meenakshi India Limited, has levied
penalty of ₹2 lakhs on PCS for violation of provisions of Section 92(6) of the Companies Act, 2013, for failure
to disclose “Dates of Board Meeting” in Directors’Report as attached to AOC-4.

15. Secretarial Audit Report related to RPT:
Facts of the case:
 Sun Pharma Ltd had not reported certain “Related party” as per IND_AS
 ROC, Gujrat has issued SCN to the Secretarial Auditor of the Sun Pharma for said non compliance, as
the same was not qualified in Secretarial Audit Report.
 Secretarial Auditor in reply mentioned that they had relied on the report issued by Statutory Auditors.
 Secretarial Auditor has categorically mentioned in the report that “we have not verified the
correctness of the financial records & books of accounts.”
Contention was not permitted by ROC, based on the facts that Secretarial Auditors responsibility is
audit compliances as per Statutory provisions & for only figures & facts, Secretarial Auditor can reply
on the report of Statutory Auditors. ROC levied penalty of ₹1.50 lakhs on Secretarial Auditors.
About this template
Important Case laws
15

16. About this template
Disclosure under Companies Act, 2013
16
c) Directors’ ResponsibilityStatement: [Sec 134(5)]
Board Report should include following affirmations:
 Compliance with applicable Accounting Standards;
Note: ROC, West Bengal vide order dated 29.05.2023, in the matter of M/s Strong Infracon Private Limited, has levied
penalty of ₹3 lakhs on Company & ₹50,000 on each Directors for violation of provisions of Section Sec 134(5)(a) of the
Companies Act, 2013,for misdeclarationby Director related to AccountingStandards pursuant to amalgamation.
 Compliance with Accounting Policies that give true& fair view of stateof affairs and P&L a/c;
 Maintenance of adequateaccounting records for preventing and detectingfraud & other irregularities;
 Preparation of accounts on a ‘going concern basis;
 Proper systems to ensurecompliance with all applicable laws and the adequacy of such systems;
 In case of a ListCo, Proper internal financial controls followed by the company and such controls are operating
effectivelyand adequately.
(Conti..)

17. About this template
Disclosure under Companies Act, 2013
17
BTW, what is Internal Financial Controls ?
“Internal Financial Controls” means the policies and procedures adopted:
 for ensuring the orderly and efficient conduct of its business
 including adherence to company’s policies
 the safeguarding the assets of the company
 the prevention and detection of frauds and errors
 the accuracy and completeness of the accounting records
 and the timely preparation of reliable financial information.
(Conti..)

18. About this template
Disclosure under Companies Act, 2013
18
ca) Details of frauds reportedby auditors other than those which are reportable to CG [Sec. 143(12)]
Note:
i. Fraud exceeding₹ 1 Croreto be reportedto CG | Fraud within ₹ 1 Crore to be reportedin Board Report.
ii. Point to be reported– (i) Nature of Fraud, (ii) ApproximateAmount, (iii) Parties involved & (iv) ATR.
iii. Aforesaid provisions shall also be applicable to “Cost Auditor” and “SecretarialAuditor”.
iv. Even if thereis no fraud reported, a statementto that effectshould be made in the Board Report.
d) Declaration by Independent Director that he meets the criteria of independence.
e) Policy on Directors' appointment & remuneration including criteria for determining
qualifications, positive attributes and independence of a director (if Sec. 178 is applicable)
Note:
i. Not applicable to Governmentcompanies.
ii. Complied if - [salient featuresof the policy + Weblink]
(Conti..)

19. About this template
19
f) Clarification related to observations, if any, in report issuedby Statutory & Secretarial Auditor.
Note:
i. Even if there is no observation, a statementto that effectshould be made in the Board Report.
ii. In case of qualification, the financials impact & the measurestaken should be properly highlighted.
g) Particulars of loans, guarantees or investments.
Note:
i. Reporting should pertain to the details for the relevant year. (referenceto the financials)
ii. Purpose for which the facilityare proposed to be utilizedby the recipient.
h) Particulars of details of Related Party Transactions during the year.
Note:
i. For unlisted Cos, only those RPT which qualifies under the head of Sec. 188 has to be reported. (AOC2)
ii. As per SS4, when any RPT is not in ordinary course then justification has to be provided.
(Conti..
Disclosure under Companies Act, 2013 (Conti..)

20. About this template
20
j) State of the company’s affairs.
Note: disclosure like– Segment wise operations / Change in status / Key business development / CAPEX /
Acquisition / Merger/ IPR acquisition etc.. (any event that may be considered as material).
j) Amounts proposedto carry to any reserves.
k) Amount recommended by way of dividend. (details of unclaimed dividend)
Note: even if no dividend is recommended,a statementto that effectshould be made in the Board Report.
l) Material changes and commitments, if any, affecting the financial position.
Note: even where impact cant be ascertained, a statementto that effectshould be made in Board Report.
m) Conservation of energy, technology absorption, foreign exchange earnings and outgo.
Disclosures under Companies Act, 2013 (Conti..)

21. About this template
21
n) Statement indicating development and implementation of a Risk management policy.
Note: Risk Management policy (even if committee is not applicable) should be adopted, such policy should have
process to identify and mitigatesuch risk which may threatenthe existence of the Company.
o) Corporate Social Responsibilitydetails.
 Details of CSR Policy / Committee/ Initiativeduring the year should be provided in Board report.
Note: Complied if - [salient featuresof the policy + Weblink]
 Weblink of Annual Action Plan for the ensuing year, if approved.
 Annual Report on CSR should form part of as Annexure to the Board Report, duly signed by the Chairman of
the CSR Committeeand Managing Directorof the Company.
 Explanation incase of unspent CSR spending / ongoing projects and measurestaken thereof.
Disclosures under Companies Act, 2013 (Conti..)

22. About this template
22
o) Corporate Social Responsibilitydetails. (Conti…)
 Compliance certificate / assurance statement should be provided in the Board Report pertaining to
implementationand monitoring of the CSR policy.
 Details of the Impact assessment, if applicable.
 Details of the excess spent / amount available for set-offin next 3 (three) years.
 Computationof CSR obligation.
 Amount spent on CSR impact assessment,if applicable, and administrative overheads.
Disclosures under Companies Act, 2013 (Conti..)

23. MCA vide notification dated September 20, 2022 has amended the Companies (CSR Policy) Rules,
2014 to providethe following amendment:
 Company can dissolve CSR Committee if the CSR budget is less then ₹50 lakhs.
[However, if any CSR amount in the unspent, then the Company shall continue to have CSR Committee.]
 CSR spending obligations related to “once CSR criteria are met then the Company has to comply with
entire CSR provisions unless it ceases to meet the criteria during the next 3 (three) years” has been
done away with, now every year company has to check the applicability based on the previous year
financial results (i.e. Profit-₹5 Crs. / Turnover₹1,000 Crs / Networth-₹500 Crs).
About this template
Major CSR Amendments
23

24.  Section 8 Company / Registered Public Trust / Registered Society, exempted under sub clause (iv),
(v), (vi) or (via) of clause (23C) of Section 10 of the Income Tax Act, 1961 may also act as
“implementation Agency”.
 Company undertaking impact assessment may book the expenses towards CSR for the year, which
shall not exceed 2% (prev. 5%) of the total CSR expenditure or ₹50 lakhs , which ever is higher.
About this template
Major CSR Amendments
24
(Conti..)
MCA vide notification dated September 20, 2022 has amended the Companies (CSR Policy) Rules, 2014
to providethe following amendment:

25. About this template
Disclosures under Companies Act, 2013
p) Board Evaluation:
 Every ListCo. & publiccompany with a paid-up capital of ₹25 crore or more to give a statement:
 Indicating the manner in which formal annual evaluation of the performance of the Board and its
committees and of individual directors has been made.
 In case of Government companies this requirement is not applicable in case the Directors are
evaluated by the concerned Ministry
25
(Conti..)

26. About this template
 Rule 8 of Companies (Accounts) Rules, 2014 -
26
1) Highlights of performance of subsidiaries,associates and joint venture companies:
The overall contribution to the Company’ topline by such companies shall be provided (AOC1)
Note: ROC, Chennai vide order dated 26.06.2023, in the matter of M/s Shobhikaa Impex Private Limited, has
levied penalty of ₹3 lakhs on Company & ₹50,000 on each Directors for violation of provisions Sec 134(3)(q) of
the Companies Act, 2013, for not providing the details of subsidiary and associates in the Board report.
2) Other matters, in case of ListCo or paid up more then ₹25 Crs:
 Financial Summary& highlights
 Change in natureof business, if any
 Detailsof Directors & KMP who have resigned / appointed during the year.
 Reappointmentof IDs, aftercompletion of 1st tenure,for next 5 years should be reported.[Sec. 149(10)]
Other disclosures under Companies Act, 2013
(Conti..)

27. About this template
27
2) Other matters, in case of ListCo or paid up more then ₹25 Crs: (Conti…)
 Companies which have ceased to be subsidiary / associate / JV, during the year.
 Opinion of the Board, regarding Integrity/ Expertise/ Experience/ proficiency of IDs.
 Deposit accepted during the year / outstanding at the end of the year & noncompliance, if any.
 Significant and material order passed by the Court / Tribunal / Regulator that might impact the going concern
of the Company & also impact the operations in future.
 Details of “Internal Financial Control” with reference to financial statements.
 Declaration that Company has complied with provisions relating to POSH Act.
 Disclosure relatedto maintenance of Cost Audit records.
Other disclosures under Companies Act, 2013
(Conti..)

28. About this template
28
3) Various other information's:
 Details of familiarization program for IndependentDirectors.
 Non Disqualification of Directors
 Share capital details (allotment / buyback, if any)
 SeparateIndependentDirectors meeting,if applicable.
 Details of KMP and D&O insurance, if any.
 Details of all the Auditors of the Company (Statutory/ Secretarial/ Cost / Internal)
Other disclosures under Companies Act, 2013
(Conti..)

29. About this template
Other disclosures under Companies Act, 2013
4) New disclosures:
W.e.f.April 1, 2021 (FY 2021-22), Company has to disclosure the following:
 Details of any application madeor any proceeding pending under the IBC 2016 during the year along with
their statusas at the end of the financial year.
 Details of differencebetweenamount of the valuation done at the time of one timesettlementand the valuation
done while taking loan from the banks or financial institutions along with the reasons thereof.
29
(Conti..)
Note: Even if thereis no such instances, a statementto that effectshould be made in the Board Report.

30. About this template
Other disclosures under Companies Act, 2013
5) Audit Committee & Nomination and Remuneration Committee:
 Composition / Meeting dates of aforesaid Committees,should be disclosed in Board report
 In case, any recommendation of aforesaid Committees is not accepted by the Board, then same has to
be disclosed along with reason for the same.
Establishmentof Vigil Mechanism: ListCo & companies accepting deposit / borrowing more then ₹50Cr.
 Wherein,Directors and employeescan report about unethical behavior / suspectedfraud / violation
 Directaccess to chairman of the audit committeein exceptional cases.
 Web-link of the aforesaid mechanism in the Board Report.
30
(Conti..)

31. About this template
Other disclosures under Companies Act, 2013
6) Secretarial Audit Report:
 All ListCo’s (including materialsubsidiary) and public company having paid-up capital for more then
₹50 Crs and Turnovermore then ₹250 Crores shall appoint SecretarialAuditor.
 Report thereof,shall annexed to the Board report.
 In case of any observations, clarification / explanation / remedialsteps has to be provided.
 In case of no remark, Statementin that regard has to be mentioned.
31
(Conti..)

32. About this template
Other disclosures under Companies Act, 2013
7) Details of Managerial Remuneration (onlyListCo) – Sec. 197(12)
 Ratio of remunerationof each Director (not CFO & CS) to the employees’median remuneration.
 %age increase in remunerationof Directors/ CFO / CEO / CS / employees’median remuneration
 No. of permanentemployeeson rolls of the Company.
 Affirmationthat the remunerationis paid as per the remuneration policy of the Company.
 Name of the top 10 employees in term of remuneration and Name of the employees who draws annual
remunerationof more then ₹1.02 Crs or monthly remunerationof more then ₹8.50 lakhs.
 Name of the employee, who himself or along with spouse / dependent children holds more then 2% in the
Company, draws remunerationmore then MD or WTD.
32
(Conti..)

33. About this template
Disclosures under Secretarial Standards
In addition to Companies Act, following statement shall be providedin Board report:
 Affirmationthat the Company has complied with the SecretarialStandards (1 & 2)
Note – Compliances pertaining to SecretarialStandard 4 has not been capturedin this PPT.
33

34. 34
Broad Contents
of Annual
Report
Part A: Corporate
Information
Part B: Notice of AGM &
Annexures
Part C: Directors Report
& Annexures
Part D: Audit Report
Part E: Financial
Statement with Notes
Broad Contents of Board Report
 Addressed to Members of the Company
 Financial Summary & Highlights
 Details of Subsidiaries, Associates and JVs
 Update on Consolidated Financials, if any
 Directors & KMP
 (Appointment/Cessation/Change in
Designation)
 Remuneration received by Managing /
Whole-time Director from holding or
subsidiary company
 Company’s Policy on Directors’
appointment and remuneration
 Declaration of independence and
statement on compliance of Code of
Conduct
 Statement regarding the opinion of the
Board concerning integrity, expertise and
experience (including the proficiency) of
the Independent Directors appointed
during the year
 Evaluation of Board, its Committees and
Directors
 Meetings of the Board of Directors
 Board Committees
 Business Risk Management
 Corporate Social Responsibility
 Vigil Mechanism / Whistle Blower Policy
 Particulars of Loans, Guarantees or Investments
 Related Party Transactions
 Share Capital & Debentures
 Annual Return
 Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo
 Conservation of Energy
 Research and Development (R&D) and Technology
Absorption
 Particulars of Employees
 Fixed Deposits
 Directors’ Responsibility Statement
 Integrated Annual Report
 Management Discussion and Analysis and Corporate
Governance Report
 Business Responsibility and Sustainability Report
 Auditors
 Statutory Auditors
 Secretarial Auditors
 Internal Auditors
 Cost Record & Cost Auditors
 Secretarial Standards
 Details in Respect of Frauds Reported by Auditors Under
Section 143(12) of the Companies Act, 2013
 Significant and Material Orders Passed by the Regulator
or Courts or Tribunal impacting the Going Concern
status
 Internal Financial Control
 Acknowledgement
Contents

35. About this template
Abridged Board Report
[For Small Companies & OPC]
Section 134(3A) allows CG to prescribe Abridged Board for Small Company & OPC
Rule 8 shall not apply on the OPC and Small Company
Accordingly, MCA has introduced new Rule 8A which prescribes the matters that shall be included in the Board
Report of OPC and small companies in abridged form.
35
MCA vide Companies (Specification of definition details) Amendment Rules, 2022 w.e.f. Sept
15, 2022 has amended the definition of “Small company”.
Particulars Erstwhile Limit New Limits
Paid up capital ₹2 crore ₹4 crore
Turnover ₹20 crore ₹40 crore

36.  When the BoD thinks that the Board’s Report was not in compliance with section 134, in respect of any of the
threepreceding financial years, afterobtaining the approval of the NCLT, the reportmay be revised.
 Such revision can’t take place more than once in a financial year.
 Detailedreasons for the revision shall be disclosed in the Board’s report in the relevant financial year
 Revision must confined to the extentof the corrections, as required.(i.e. cant be absolutely replaced)
Voluntary Revision of Board Report
36
Section 131 allows voluntary revision of the Board report.

37. Penal provisions
37
Section 134(8) states penalty for noncompliance.
Erstwhile Provision New Provision
Company: ₹ 50,000/- to ₹ 25,00,000/-
Officer in Default:
1. Imprisonment - upto 3 years or / and
2. Penalty of ₹ 50,000/- to ₹ 5,00,000/-
Company: ₹ 3,00,000/-
Officer in Default: ₹ 50,000/-
[w.e.f. 21.12.2020]

38. About this template
Disclosures under Listing Regulation
Annual Report should include the following:(Reg 34)
 AuditedFinancial Statement(Standalone and Consolidated)
 Cash Flow Statement(indirect method)
 Board report
 Management Discussion and Analysis Report
 Business Responsibility and SustainabilityReport (Top 1,000 companies)
38

39. About this template
Disclosures under Listing Regulation
Annual Report should include the following:(ScheduleV)
 Disclosure relatedto RPT in compliance with the Accounting Standard.
 Details of “Loan and advances” to subsidiary / associates / entitywere Directorsare interested.
 Any transaction with Promoter/ PromoterGroup holding more then 10% in the Company.
 Corporate Governance Report
Major points: Statementon philosophy of Company / details related to Board / matrix setting out the skills
of the Board members/ various Committees/ remunerationto Directors/ Generalmeetings/ Mode of
communication of results/ aggregatefeespaid to StatutoryAuditor / non compliance, if any.
Note: CG report shall be accompanied by a Compliance Certificatefrom Auditors / PCS.
39

40. 1. DISCLOSUREOFCERTAIN TYPES OF AGREEMENTS BINDING LISTED COMPANIES:
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations,
2023 w.e.f. July 14, 2023 has mandated disclosure of the following details:
[ref - Reg. 30A(2) read with para G of Schedule V]
 All the shareholders, promoters, promoter group entities, related parties, Directors, KMPs and
employees of a listed entity or of its holding, subsidiary and associate company are under the
obligation to make disclosure about agreements that are:
 Impacting the management or control of the ListCo
 Imposing any restriction on the ListCo , except in normal course of business
 Imposing a liability on the ListCo, except in normal course of business
About this template
LISTING AMENDMENTS
40

41. 1. DISCLOSUREOFCERTAIN TYPES OF AGREEMENTS BINDING LISTED COMPANIES:
 In turn, the ListCo shall disclose number of such agreements that subsist at the date of notification
(i.e. 14.06.2023) & their salient features, including the link to the webpage where the complete details
of such agreements are available, in the Annual Report for the year 2022-23 or for the year 2023-24.
Key Note:
 Example of Agreements which will can be termed as “Restrictions and liability upon the ListCo” are area
allocation agreements, non-compete agreements, cartelisations etc.
 Incase some of agreements are executed between the aforesaid parties (wherein ListCo. is not an party) but
not informed to the ListCo. In such case, the onus shall be on the respective parties & not the Company.
About this template
LISTING AMENDMENTS
41
(Conti..)

42. About this template
Additional Disclosure from FY 2022-23 onwards
42
Scope of
Agreements
How When Who Entity Between
Impacting the
management or control
Directly or
Indirectly
Imposing any
restriction**
Potentially
Imposing a liability** Purpose
and effect
Entering into the
agreement,
rescission,
alteration or
amendment of the
agreement
Shareholders
Promoters /
promoter group
Related parties
Directors
KMPs
Employees
ListCO.
Holding entity
Subsidiary
Associate
Inter-se
With the ListCo
Any 3rd party
**except in normal course of business
(Conti..)

43. 2. PARTICULARS OF SENIOR MANAGEMENTIN LISTED COMPANIES:
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023
w.e.f. July 14, 2023 has mandated disclosure of the following details:
[ref - para C(5B) of Schedule V]
 Definition of Senior Management has been broadened to mandatorily include all the functional heads
of the Company w.e.f. 17th January, 2023.
 In CG Report, particulars of senior management is required to be reported.
 accordingly, the list of senior management with basic details as the name and designation along
with details of changes, if any, has to be reported in Board report.
About this template
Additional Disclosure from FY 2022-23 onwards
43
(Conti..)

44. 3. SPECIAL RIGHTS TO SHAREHOLDERS IN LISTED COMPANIES :
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023
w.e.f. July 14, 2023 has mandated disclosure of the following details:
[ref – Reg. 31B]
 Any special right granted to the shareholders of a ListCos. shall be subject to the approval by the
shareholders in a general meeting by way of a special resolution once in every five years starting
from the date of grant of such special right.
 Eg, of Special Rights: Nomination Rights, Veto Rights / Affirmative voting, Information Rights, Anti-
Dilution Rights, Right of First Refusal, Divestment Rights, etc.
About this template
Additional Disclosure from FY 2022-23 onwards
44
(Conti..)

45. 4. BUSINESSRESPONSIBILITYAND SUSTAINABILITYREPORTING:
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023
w.e.f. July 14, 2023 has mandated disclosure of the following : [ref – Reg. 34(f)]
 Business Responsibility and Sustainability Report (BRSR) on the Environmental, Social and
Governance (ESG) disclosures based on 9 principles (Top 1,000 companies based on Mrkt. Cap).
[Note: once applicable, always applicable - Reg. 3(2)].
 Assurance of BRSR Core of ListCo. & BRSR Core of Value chain. (KPIs yet to be specified by SEBI)
About this template
Additional Disclosure from FY 2022-23 onwards
45
(Conti..)

46. 4. BUSINESSRESPONSIBILITYAND SUSTAINABILITYREPORTING:
SEBI in the meeting on 29.03.2023 approved the following:
 Introduction of BRSR Core:
Enhance the reliability of ESG disclosures through assurance & avoid greenwashing, the BRSR Core
shall be introduced, which contains a limited set of Key Performance Indicators (KPIs), for which
listed entities shall need to obtain reasonable assurance.
 Timeline of BRSR Core:
About this template
Additional Disclosure from FY 2022-23 onwards
46
(Conti..)
BRSR Code by ListCo. BRSR Code of Supply chain
F23 - NA
F24 - Top 150
F25 - Top 200
F26 - Top 500
F27 - Top 1000,
F25 - Disclosure on BRSR Code
F26 - Assuranceon BRSR Core
for Top 250 ListCos
Assurance
rating is
required only
on CORE KPIs

47. 4. BUSINESSRESPONSIBILITYAND SUSTAINABILITYREPORTING:
 Proposed KPIs in BRSR Code:
Carbon Emissions / Volume of water consumption / Capex for sustainable technology / Waste
management mechanism / wages paid to female workforce/ Human Rights / environment
protection / inclusive growth / value to customers / optimum resources utilisation.. & the list can go on…
 Proposed ESG parameters in Indian context:
 E (Environmental): Energy / Water / Waste Management / Land use & Bio diversity.
 S (Social): CSR / Diversity / Inclusive Development. (CSR & ESG are not same)
 G (Governance): Compliance / Royalty / RPTs
About this template
Additional Disclosure from FY 2022-23 onwards
47
(Conti..)

48. 5. DETAILS OF MATERIAL SUBSIDIARIES:
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023 w.e.f.
January 17, 2023 has mandated disclosure of the following : [ref – (Schedule V - Part A Para C(10)(n)]
 Details of material subsidiaries of the Company;
Including the date and place of incorporation and the name and date of appointment of the statutory
auditors of such subsidiaries shall be disclosed in the Annual report of the Company.
 Definition of Material Subsidiary: (ref - Reg 16(1)(c))
Subsidiary whose income / networth exceeds 10% of the consolidated income / net worth respectively.
About this template
Additional Disclosure from FY 2022-23 onwards
48
(Conti..)

49. About this template
Cost of Non-compliance
During the year 2022-23,
SEBI has levied penalty on 1,296 Companies under various Listing Regulations:
49

50. About this template
Enhancement of Disclosure of Directors
MCA vide Notification dated 20.01.2023 has amended the Companies (Appointment and Qualification
of Directors) Rules, 2014 to enhance the disclosure requirement in case of disqualification of
directors which are as follows:
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 Every Director shall inform the Company about disqualification, if any, under Section 164(1) & (2)
in Form DIR-8 before his appointment or re-appointment.
 Previously,this intimation was required in case of sub-section (2) only;
Revised declaration from FY 2023-24 onwards.

51. About this template
Disclose material accounting policy
The Companies (Indian Accounting Standards) Amendment Rules 2023 (March 31, 2023)
51
MCA has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 amending the
Companies (Indian Accounting Standards) Rules, 2015:
The amendments come into force with effect from April 1, 2023 (i.e. FY 2023-24)
Major change is that Companies, in their financial statements shall disclose “MATERIAL ACCOUNTING POLICY”
information as against hitherto requirement of disclosing “significant accounting policies”
 Aligned with the "Material" concept already required under International Financial Reporting Standards (IFRS).

52. MCA, vide its notification dated August 05, 2022, has notified the Companies (Accounts) Fourth
Amendment Rules, 2022 to amend the Companies (Accounts) Rules, 2014.
 wherein the Books maintained in electronicmode shall remain accessible in India, all the time.
 Servershall be maintained in India & backup should be taken on a daily basis.
Insertion of the proviso in Rule 3(1):
Every company which uses accounting software for maintaining its books of account, shall use only such
accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log
of each change made in books of account along with the date when such changes were made and ensuring that the
audit trail cannot be disabled. (w.e.f. April 1, 2022)
Books of Accounts
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Companies (Accounts) Fourth Amendment Rules, 2022

53. MCA, vide its notification dated March 24, 2022, has made mandatory to be reported in
the balance sheet, as listed below:
 Disclosure of Shareholding of Promoters,
 Trade Payables ageing- scheduled with age 1 year, 1-2 year, 2-3 year & More than 3 years,
 Reconciliation of the gross and net carrying amounts of each class of assets,
 Trade Receivables ageing- scheduled with age less than 6 months, 6 months-1 year, 1-2 year, 2-3 year &
More than 3 years,
 Detailed disclosure regarding title deeds of Immovable Property not held in name of the Company,
About this template
Disclosure in financials
Amendment in Schedule III of the Companies Act, 2013.
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54.  Disclosure regarding revaluation & CWIP ageing,
 Loans or Advances granted to promoters, directors, KMPs and the related parties,
 Details of Benami Property held,
 Reconciliation and reasons of material discrepancies, in quarterly statements submitted to bank and
books of accounts,
 Disclosure where a company is a declared willful defaulter by any bank or financial Institution,
 Relationship with Struck off Companies,
 Pending registration of charges or satisfaction with Registrar of Companies,
About this template
Disclosure in financials
Amendment in Schedule III of the Companies Act, 2013.
54
(Conti..)

55.  Details of Crypto Currency or Virtual Currency,
 Utilisation of Borrowed funds and share premium,,
 Disclosure of 11 Ratios,
 Details of transaction not recorded in the books that has been surrendered or disclosed as income in the
tax assessments,
 Disclosure regarding Corporate Social Responsibility.
About this template
Disclosure in financials
Amendment in Schedule III of the Companies Act, 2013.
55
(Conti..)

56. About this template
56
Thank You