M/s XYZ Limited is a public limited company having paid up share capital of ₹ 28 Crores at the last of preceding financial year. The directors of M/s XYZ Limited want that timely and accurate disclosures are made regardi

As per Section 134(3) of the Companies Act, there shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include- the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed] number of meetings of the Board; Directors' Responsibility Statement; details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;] a statement on declaration given by independent directors under sub-section (6) of section 149; 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; 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; particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form; the state of the company's affairs; 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; the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed; 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; the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year; in case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made; such other matters as may be prescribed. Further, Rule 8 (1) of Companies (Accounts) Rules, 2014 provided that the Board's Report shall be prepared based on the stand alone financial statements of the company and shall report on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report. (2) The Report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2. (3) The report of the Board shall contain the following information and details, namely:- (A) Conservation of energy- the steps taken or impact on conservation of energy; the steps taken by the company for utilising alternate sources of energy; the capital investment on energy conservation equipments; (B) Technology absorption- the efforts made towards technology absorption; the benefits derived like product improvement, cost reduction, product development or import substitution; in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- the details of technology imported; the year of import; whether the technology been fully absorbed; if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development. (C) Foreign exchange earnings and Outgo- The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. As per Rule 8(4) of Companies (Accounts) Rules, 2014, every listed company and every 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 shall include, in the report by its Board of directors, a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors. In addition to the information and details specified in sub-rule (4), the report of the Board shall also contain - 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; a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year" the names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year; the details relating to deposits, covered under Chapter V of the Act- accepted during the year; remained unpaid or unclaimed as at the end of the year; whether there has been any default in repayment of deposits or payment of interest there on during the year and if so, number of such cases and the total amount involved- at the beginning of the year; maximum during the year; at the end of the year. the details relating to deposits, not in compliance with 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. a disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained. a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.