As per the Companies
Act, 2013:
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S.No
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Section
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Disclosure in Directors
Report
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1.
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67
Proviso
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disclosures
in respect of voting rights not exercised directly by the
employees
in respect of shares to which the scheme relates shall be made in the Board's
report
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2.
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92(3)
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An
extract of the annual return in any form as may be prescribed shall form part
of the Board’s report
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3.
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131
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detailed
reasons for revision of such financial statement or report shall also be
disclosed in the Board's report in the relevant financial year in which such
revision is being made
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4.
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134
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1. extract
of the annual return
2. number
of meetings of the Board;
3. Directors’
Responsibility Statement;
4. statement
on declaration given by independent directors under sub-section (6) of
section 149;
5. in
case of a company covered under sub-section (1) of section 178, 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;
6. explanations
or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made—
(i)
by the auditor in his report;
and
(ii)
by the company secretary in
practice in his secretarial audit report;
7. particulars
of loans, guarantees or investments under section 186;
8. particulars
of contracts or arrangements with related parties referred to in sub-section
(1) of section 188 in the prescribed form;
9. the
state of the company’s affairs;
10. the
amounts, if any, which it proposes to carry to any reserves;
11. the
amount, if any, which it recommends should be paid by way of dividend;
12. 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;
13. the
conservation of energy, technology absorption, foreign exchange earnings and
outgo, in such manner as may be prescribed;
14. 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;
15. the
details about the policy developed and implemented by the company on corporate
social responsibility initiatives taken during the year;
16. such
other matters as may be prescribed.
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5.
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135
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Details
of composition of CSR Committee
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6.
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135
Proviso
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Details
and reason for not spending required amount on CSR Activities
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7.
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149(10)
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Details
of reappointment of independent directors if any
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8.
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168(1)
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Fact
of resignation of a director
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9.
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177(8)
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Details
of composition of the Audit Committee and Recommendation accepted and
rejected by Board and Reasons for the same
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10.
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177(9)
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Details
of vigil mechanism if establishment
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178(4)
Proviso
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Disclosure
of Nomination and Remuneration Committee’s policies on remuneration for the
directors, key managerial personnel and other employees
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11.
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188(2)
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Details
of related party transactions entered into by the company
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12.
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197(14)
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Disclosure
of any director who is in receipt of any commission from the company and who
is a managing or whole-time director of the company
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As per the Company
(Accounts) Rules, 2014
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S.No
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Rule
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Disclosures
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1.
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Rule
8(5)
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The
report of the Board shall also contain –
(i)
the financial summary or highlights;
(ii)
the change in the nature of business, if any;
(iii)
the details of directors or key managerial personnel who were appointed or
have resigned during the year;
(iv)
the names of companies which have become or ceased to be its Subsidiaries,
joint ventures or associate companies during the year;
(v)
the details relating to deposits, covered under Chapter V of the Act,-
(a) accepted
during the year;
(b) remained
unpaid or unclaimed as at the end of the year;
(c) whether
there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount
involved-
(i) at the
beginning of the year;
(ii) maximum
during the year;
(iii) at the
end of the year;
(vi)
the details of deposits which are not in compliance with the requirements of
Chapter V of the Act;
(vii)
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;
(viii)
the details in respect of adequacy of internal financial controls with
reference to the Financial Statements.
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2.
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Rule
9
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Disclosures about CSR Policy
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As per Part II of Schedule V:
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1
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V.
Disclosures:
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The
following disclosures shall be mentioned in the Board of Director’s report
under the heading “Corporate Governance”, if any, attached to the financial
statement:—
(i)
all elements of remuneration package such as salary, benefits, bonuses, stock
options, pension, etc., of all the directors;
(ii)
details of fixed component and performance linked incentives along with the
performance criteria;
(iii)
service contracts, notice period, severance fees;
(iv)
stock option details, if any, and whether the same has been issued at a
discount as well as the period over which accrued and over which exercisable.
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