"In case of listed companies, the management discussion and analysis report (MDAR) should either form a part of the Board's Report or be given as an addition thereto in the annual report to the shareholders." Discuss the

CS Professional · Advanced Company Law and Practice · PYQS · December 2015
"In case of listed companies, the management discussion and analysis report (MDAR) should either form a part of the Board's Report or be given as an addition thereto in the annual report to the shareholders." Discuss the statement and also state the contents to be included therein.

Answer & Explanation:

In case of listed companies, the Management Discussion and Analysis Report (MDAR) should either form a part of the Board's Report or be given as an addition thereto in the annual report to the shareholders. As per para VIII (D) of clause 49 of the listing agreement, the MDAR should include a discussion on the following matters within the limits set by the company's competitive position: Industry structure and developments Opportunities and threats segment wise or product wise performance - Outlook Risk and areas of concern Internal control systems and their adequacy Discussion on financial performance with respect to operational performance Material developments in human resources/industrial relations front, including number of people employed. MDAR should be considered and approved by the Board in a meeting of the Board and not through resolution passed by circulation. It is desirable that MDAR is signed in the same manner as in the case of the Board's Report. NOTE: Regulation 34(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof also require the same. Student, if any, mentioning same may be given same marks.

Topics: Board's Report

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