You are the Company Secretary of a public limited company having paid-up capital ₹100 crore. On 25th May, 2015, CFO of the company informed the Board of directors that statutory audit for financial year 2014-15 is succes
CS Professional · Advanced Company Law and Practice · PYQS · December 2015
You are the Company Secretary of a public limited company having paid-up capital ₹100 crore. On 25th May, 2015, CFO of the company informed the Board of directors that statutory audit for financial year 2014-15 is successfully over and Board may accordingly plan to have its annual general meeting. Board of directors of the company is not very clear on the contents of Board's Report as per the requirements of Companies Act, 2013. Advise your management on the contents of Board's Report to comply with the requirements of the Companies Act, 2013.
Answer & Explanation:
Section 134(3) of the Companies Act, 2013 provides that there shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include - The extract of the annual return as provided under sub section (3) section 92. Number of meetings of the Board; Director's 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 Section 149 (6); In case of a company covered under Section 178 (1), company's policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) 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 loan, guarantees or investments under Section 186; Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 in 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 has been made by the Board of its own performance and that of its committees and individual directors Further Rule 8(3) of the Companies (Accounts) Rules provides that the report of the Board shall contain the following information and details, namely:- (A) Conservation of energy- (i) the steps taken or impact on conservation of energy; (ii) the steps taken by the company for utilising alternate sources of energy; (iii) the capital investment on energy conservation equipments; (B) Technology absorption (C) Foreign exchange earnings and Outgo Rule 8(5) provides that 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; 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; the details of deposits which are not in compliance with the requirements of 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
Topics: Board's Report
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