We have first prepared this checklist in 2015 to assist all the companies (OPC, small, Private, Public or Listed) in the preparation of the Director’s Report and every year we update this checklist as per the latest amendment in the Companies Act, 2013 and publish the same in our Blog. Below mentioned checklist of the Director’s report is updated till August 30, 2020.
The checklist has been made with the prime focus on the priorities of the Companies Act, 2013 so that no point shall be missed in the preparation of the Director’s Report.
| S.No. | Particulars/Disclosure | Format, if any | Provisions | Applicability | ||||
| Small | Private | Public | Select Public | Listed | ||||
| 1 | Extract of Annual Return (Extract of annual return relating to FY to which the Board’s Report relates shall be attached. |
MGT 9 | Sec 134 (3) (a) r/w rule 12 of Cos (MAD) Rules | √ | √ | √ | √ | √ |
| 2 | Number of meetings of the Board, including dates of Board and Committees meetings held indicating the number of Meetings attended by each Director ‐ SS1. (Clarification by ICSI – SS 1 to apply to BM in respect of which Notices are issued on or after 1st July, 2015.) |
Format Attached | Sec 134 (3) (b); Secretarial Standards 1 |
√ | √ | √ | √ | √ |
| 3 | Directors’ Responsibility Statement ‐Accounting Standards ‐Accounting Policies ‐ Proper and efficient care for 3 things ‐Going concern basis ‐Adequate Internal Financial Controls ‐Compliance with all applicable laws |
√ | √ | √ | √ | √ | ||
| 4 | Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to Central Government : | Sec 134(3)(ca) | √ | √ | √ | √ | √ | |
| 5 | Company’s policy on Director’s, KMPs & other employees appointment & remuneration including criteria for determining Qualification, Attributes, Independence, etc. (For this purpose, limits to be reckoned as existing on the date of Last Audited |
Sec 134 (3) (e);
Sec 178 (1) & (3) |
× | × | × | √ PUSC ≥ 10Cr TO ≥ 100 Cr OL/deposits/ debentures > 50Cr |
√ | |
| 6 | Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made by the Auditor | Sec 134 (3)(f) (i) | √ | √ | √ | √ | √ | |
| 7 | Particulars of Loans, guarantees or investments | Sec 134 (3) (g) | √ | √ | √ | √ | √ | |
| 8 | Related Party Contracts or arrangements (Particulars of contract along with justification for entering into such contract) |
AOC 2 | Sec 134 (3) (h) r/w Rule 8(2) of Cos (Accounts) Rules | √ | √ | √ | √ | √ |
| 9 | State of the company’s affairs | ‐ | Sec 134 (3) (i) | √ | √ | √ | √ | √ |
| 10 | Amounts proposed to be carried to reserves, if any | ‐ | Sec 134 (3) (j) | √ | √ | √ | √ | √ |
| 11 | Amount recommended as dividend, if any, | ‐ | Sec 134 (3) (k) | √ | √ | √ | √ | √ |
| 12 | Material Changes & Commitments affecting financial position of the Company, occurring after Balance Sheet Date (Details of material changes occurring between date of Financial Statements & Board Report) | ‐ | Sec 134 (4) (l) | √ | √ | √ | √ | √ |
| 13 | Energy Conservation, Technology absorption, FOREX earnings & outgo, in prescribed manner | ‐ | Sec 134 (3) (m) r/w Rule 8(3) of Cos (Accounts) Rule | √ | √ | √ | √ | √ |
| 14 | Statement indicating development& implementation of Risk Management Policy (This is required only if risk factors are there) |
‐ | Sec 134 (3) (n) | √ | √ | √ | √ | √ |
| 15 | Financial Highlights & Change in the nature of business | ‐ | Sec 134 (3)(q) r/w Rule 8(5) (i)&(ii)of | √ | √ | √ | √ | √ |
| 16 | Details of Directors/ KMP appointed/resigned during the year | ‐ | Sec 134 (3)(q) r/w Rule (8)(5)(iii) of Cos (Accounts) Rules, 2014 &Sec168 (1) | √ | √ | √ | √ | √ |
| 17 | Name of the companies which have become/ceased to be subsidiaries, JVs or Associate companies during the year | ‐ | Sec 134 (3)(q) r/w Rule (8)(5)(iv) of Cos (Accounts) Rules, 2014 | √ | √ | √ | √ | √ |
| 18 | Details of significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company’s operations in future | ‐ | Sec 134 (3)(q) r/w Rule 8 (5) (vii) of Cos (Accounts) Rules | √ | √ | √ | √ | √ |
| 19 | Details in respect of adequacy of internal financial controls with reference to Financial Statements | ‐ | Sec 134 (3)(q) r/w Rule 8 (5) (viii) of Cos (Accounts) Rules | √ | √ | √ | √ | √ |
| 20 | Separate section containing a report on performance and financial position of each of subsidiaries, associates & JVs included in the Consolidated FS of the Co | ‐ | Rule 8(1) of Cos (Accounts) Rules | √ | √ | √ | √ | √ |
| EVENT BASED/LIMIT BASED DISCLOSURES | ||||||||
| 22 | Details about CSR Committee, Policy, its implementation and initiatives taken during the year (To be included if following limits are triggered –NW ≥ 500Cr TO ≥ 1000 Cr |
Format prescribed in CSR Rules | Sec 134 (o); 135(2) r/w Rule 8 of Cos (CSR) Rules | √ | √ | √ | √ | √ |
| 23 | Disclosure on establishment of Vigil Mechanism(Applicable to Cos which have accepted deposits from the public or borrowed money from banks & FIs in excess of Rs 50 Cr) | Sec 177(9) r/w Rule 7 of Cos(Meetings of the BoD) Rules | √ | √ | √ | √ | √ | |
| 24 | Prescribed details of deposits covered under Chapter V of the Act | Sec 134 (3)(q) r/w Rule (8)(5)(v) & (vi) of Cos (Accounts) Rules, 2014 | √ | √ | √ | √ | √ | |
| 25 | Issue of Equity Shares with Differential Rights, Sweat Equity, ESOS, etc. (This disclosure would be event based) |
Sec 43, 54 r/w Rule 4 (4); 8 (13) & 12 (9) of Cos & Sec 62 (1)(b) r/w rule 12(9) of Cos(Share Cap & Debenture) Rules |
√ | √ | √ | √ | √ | |
| 26 | Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates | Sec 67(3) r/w Rule 16 of Cos(Share Cap & Debenture) Rules | √ | √ | √ | √ | √ | |
| 27 | Voluntary revision of financial statements or Board’s report (Detailed reasons for revision of such financial statements or Board’s report to be disclosed in the Board’s report in the relevant F.Y. in which such revision is being made.) |
Sec 131(1) | √ | √ | √ | √ | √ | |
| DISCLOSURE MANDATORY TO BE MADE BY PUBLIC COMPANY | ||||||||
| 28 | Disclosure about receipt of any commission by MD / WTD from a Company and also receiving commission / remuneration from it Holding or subsidiary | Section 197(14) | × | × | √ | × | × | |
| DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY & SELECTED PUBLIC COMPANY | ||||||||
| 29 | Declaration by Independent Directors | Sec 134 (3)( d) r/w Sec 149 (6) |
× | × | × | √ PUSC ≥ 10Cr TO ≥ 100 Cr OL/deposits/ debentures > 50Cr |
√ | |
| 30 | Disclosure on Reappointment of Independent Director (ID is eligible for re‐appointment beyond a term of 5 yrs by passing an SR and if re‐appointed, the company must disclose such re‐ appointment of ID in Board Report.) |
Section 149(10) | × | × | × | √ PUSC ≥ 10Cr TO ≥ 100 Cr OL/deposits/ debentures > 50Cr |
√ | |
| 31 | Secretarial Audit Report (To be annexed with Board’s Report) |
MR 3 | Sec 204 (1) | × | × | × | √ PUSC ≥ 50Cr TO ≥ 250 Cr |
√ |
| 32 | Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made by the PCS in Secretarial Audit report | Sec 134 (3)(f) (ii) | × | × | × | √ PUSC ≥ 50Cr TO ≥ 250 Cr |
√ | |
| 33 | Manner in which Formal Annual Evaluation of performance of Board, its Committees and individual directors has been carried out | Sec 134 (p) r/w Rule 8 (4) of Cos (Accounts) Rules | × | × | × | √ PUSC ≥ 25 Cr |
√ | |
| 34 | The composition of the Audit Committee Further, if the Board has not accepted any recommendation of the Audit Committee, the same shall also be disclosed along with reasons therefore. |
Sec 177 (8) r/w Rule 6 of Cos(Meetings of the BoD) Rules |
× | × | × | √ PUSC ≥ 10Cr TO ≥ 100 Cr OL/deposits/ debentures > 50Cr |
√ | |
| 35 | Corporate Governance disclosure requirements | Clause 49 of the Listing Agreement | × | × | × | × | √ | |
| DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY | ||||||||
| 36 | Ratio of remuneration of each director to the median employee’s remuneration and other prescribed details | Section 197(12) r/w Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules | × | × | × | × | √ | |
