Directors Report Ahmedabad Chapter Programme 21 03 2015
�Director’s Report -Ahmedabad Chapter Programme 21. 03. 2015 Umesh Ved Practicing 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 Section 217 Board’s Report COMPANIES ACT, 2013 Section 134 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 1 st. April, 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 Report �Stand 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 Meeting �Comment on Auditor’ Report �Comment on Secretarial Audit Report �Particular of Loan & Investment �Disclosure of Related Party transaction [188(1)] AOC-2 �Dividend Recommended �Post Balance sheet events Umesh Ved & Associates Company Secretaries
Content of Board Report �Risk continued… Management Policy �CSR �Report 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 Mechanism �Composition 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 Deposit �Details of Director & KMP �General disclosures Umesh Ved & Associates Company Secretaries
Content of Board Report continued… �ESOP & Sweat Equity Share �Statement 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
- Slides: 18