CHECKLIST ON BOARD REPORT FOR ALL CATEGORIES OF COMPANIES UNDER THE COMPANIES ACT, 2013

						
				Checklist on Board’s Report under The Companies Act, 2013		
									
S.	Particulars/Disclosure 	Format,	Provisions			Applicability		Observations & Remarks	
No.			if any		Small	Private	Public	SelectPublic	Listed		
										
1.	Extract of Annual	MGT 9	Sec 134 (3) (a) r/w	√	√	√	√	√	Extract of annual return rela-	
	Return		rule 12 of Cos (Mgmt.&						ting to FY to which the Board’s	
				Admn.) Rules, 2014						Report relates shall be	
										attached.	
										
2.	Number of meetings of	-	Sec 134 (3) (b);	√	√	√	√	√	Clarification by ICSI – SS 1 to	
	the Board, including		Secretarial Standards						apply to BM in respect of which	
	dates of Board and								Notices are issued on or after	
	Committees meetings								1st July, 2015.	
	held indicating the									
	number of Meetings									
	attended by each									
	Director - SS1.									
										
3.	Directors’ Responsibi-	6 points	Sec 134 (3)( C) & (5)	√	√	√	√	√	2 new points added –	
	lity Statement								(i) adequate systems to comply	
	-	Accounting Standards								with all applicable Laws;  &	
	-	Accounting Policies								(ii) adequate internal Financial	

128

	

-	Proper and efficient	Controls laid down by Direc-	
	care for 3 things	tors– applicable to “Listed	
-	Going concern basis	Entity” only	
-	Adequate Internal Financial Controls 

-	Compliance with all applicable laws 

4.	Declaration by Inde-	-	Sec 134 (3)( d) r/w	×	×	×	√	√	–	
	pendent Directors		Sec 149 (6)				PUSC ≥ 10Cr			
							TO ≥ 100 Cr			
							OL/deposits/			
							debentures >			
							50Cr			
										
5.	Disclosure on Re-	-	Section 149(10)	×	×	×	√	√	ID is eligible for re-appoint	
	appointment of Inde-						PUSC ≥ 10Cr		ment beyond a term of 5 yrs by	
	pendent Director						TO ≥ 100 Cr		passing an SR and if re-ap	
							OL/deposits/		pointed, the company must dis	
							debentures >		close such re-appointment of ID	
							50Cr		in Board Report.	
										
5.	Company’s policy on	-	Sec 134 (3) (e);	×	×	×	√	√		
	Director’s, KMPs &		Sec 178 (1) & (3)				PUSC ≥ 10Cr		For this purpose, limits to be	
	other employees						TO ≥ 100 Cr		reckoned as existing on the	
	appointment & remu-						OL/deposits/		date of Last Audited Financial	
	neration including						debentures >		Statements.	
	criteria for determining						50Cr			
	Qualification, Attributes,									
	Independence, etc.									
										
6.	Explanation or comments	-	Sec 134 (3)(f) (i)	√	√	√	√	√	–	
	by the BoD on every									

	

 	

qualification, reservation or adverse remark or disclaimer made by the Auditors in Audit report

7.	Secretarial Audit	MR 3	Sec 204 (1)	×	×	×	√	√	To be annexed with Board’s	
	Report						PUSC ≥ 50Cr		Report	
							TO ≥ 250 Cr			
										
8.	Explanation or	-	Sec 134 (3)(f) (ii)	×	×	×	√	√		
	comments by the BoD						PUSC ≥ 50Cr		–	
	on every qualification,						TO ≥ 250 Cr			
	reservation or adverse									
	remark or disclaimer									
	made by the PCS in									
	Secretarial Audit									
	report									
										
9.	Particulars of Loans,	-	Sec 134 (3) (g)	√	√	√	√	√	–	
	guarantees or invest-									
	ments u/s 186									
										
10.	Related Party Contracts	AOC 2	Sec 134 (3) (h)	√	√	√	√	√	Particulars of contract along	
	or arrangements		r/w Rule 8(2) of Cos						with justification for entering	
			(Accounts) Rules, 2014						into such contract	
										
11.	State of the company’s	-	Sec 134 (3) (i)	√	√	√	√	√	–	
	affairs									
										
12.	Amounts proposed to	-	Sec 134 (3) (j)	√	√	√	√	√	–	
	be carried to reserves,									
	if any									

	

	

13.	Amount recommended	-	Sec 134 (3) (k)	√	√	√	√	√		–	
	as dividend, if any,										
										
14.	Material Changes &	-	Sec 134 (4) (l)	√	√	√	√	√	Details of material changes	
	Commitments affecting								occurring between date of	
	financial position of the								Financial Statements & Board	
	Company, occurring								Report	
	after Balance Sheet										
	Date										
										
15.	Energy Conservation,	-	Sec 134 (3) (m)	√	√	√	√	√	Unlike erstwhile section 217,	
	Technology absorption,		r/w Rule 8(3)						very detailed disclosures are	
	FOREX earnings & outgo,		of Cos (Accounts)						prescribed.	
	in prescribed manner		Rules, 2014								
											
16.	Statement indicating	-	Sec 134 (3) (n)	√	√	√	√	√			
	development & imple-										
	mentation of Risk										
	Management Policy										
										
17.	Details about CSR	Format pres-	Sec 134 (o);	√	√	√	√	√	To be included if following	
	Committee, Policy, its	cribed in CSR	135 (2) r/w						limits are triggered –	
	implementation and	Rules	Rule 8 of Cos						NW	≥ 500Cr	
	initiatives taken during		(CSR) Rules,						TO	≥ 1000 Cr	
	the year		2014						NP ≥ 5 Cr	
										
18.	Manner in which	-	Sec 134 (p) r/w	×	×	×	√	√	PUSC limits to be reckoned as	
	Formal Annual		Rule 8 (4) of				PUSC ≥ 25 Cr		at the end of the preceding FY	
	Evaluation of		Cos (Accounts)								
	performance of		Rules, 2014								
	Board, its Committees										
	and individual										
directors has been carried out

	

	

19.	Financial Highlights &	-	Sec 134 (3)(q)	√	√	√	√	√	—	
	Change in the nature		r/w Rule 8(5)(i)							
	of business		& (ii)of Cos							
			(Accounts) Rules, 2014							
										
20.	Details of Directors/	-	Sec 134 (3)(q)	√	√	√	√	√	—	
	KMP appointed/		r/w Rule (8)(5)(iii)							
	resigned during the		of Cos (Accounts)							
	year		Rules, 2014 &							
			Sec 168 (1)							
										
21.	Name of the	-	Sec 134 (3)(q)	√	√	√	√	√	—	
	companies which		r/w Rule (8)(5)(iv)							
	have become/ceased		of Cos (Accounts)							
	to be subsidiaries,		Rules, 2014							
	JVs or Associate									
	companies during									
	the year									
										
22.	Prescribed details of	-	Sec 134 (3)(q) r/w	√	√	√	√	√	—	
	deposits covered		Rule (8)(5)(v) & (vi)							
	under Chapter V of		of Cos (Accounts)							
	the Act		Rules, 2014							

	

23.  Details of significant	-

and material orders
passed by the regu-
lators, 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, 2014

	

24.  Details in respect of	-	Sec 134 (3)(q)	√	√	√	√	√	
	adequacy of internal		r/w Rule 8 (5) (viii)						
	financial controls		of Cos (Accounts)						
	with reference to		Rules, 2014						
	Financial Statements								
25.	Separate section	-	Rule 8(1) of Cos	√	√	√	√	√	
	containing a report		(Accounts)						
	on performance and		Rules, 2014						
	financial position of								
	each of subsidiaries,								
	associates & JVs								
	included in the Con-								
	solidated FS of the Co		-						
26.	Disclosure on estab-	-	Sec 177(9) r/w	√	√	√	√	√	
	lishment of Vigil		Rule 7 of Cos						
	Mechanism		(Meetings of the						
			BoD) Rules, 2014						
27.	Disclosure about	-	Section 197(14)	×	×	√	×	×	
	receipt of any commi-								
	ssion by MD / WTD								
	from a Company and								
	also receiving commi-								
	ssion / remuneration								
	from it Holding or								
	subsidiary								
28.	Ratio of remuneration	-	Section 197(12)	×	×	×	×	√	
	of each director to the		r/w Rule 5 of						
	median employee’s		Companies						

—		

—

Applicable to Cos which have accepted deposits from the public or bor rowed money from banks & FIs in excess of Rs 50 Cr

This is an Event based			
disclosure and a new			
concept which was not			
there in the erstwhile Act			
and disclosure in the BR			
has to be given for any			
			
such commission.			
			
The Act seeks disclosure			
on statistical calcula-			
tions.			

remuneration and		(Appointment &							
other prescribed		Remuneration of							
details		Managerial							
		Personnel) Rules, 2014							
									
29.  The composition of the	-	Sec 177 (8) r/w	×	×	×	√	√	For this purpose, limits to	
Audit Committee		Rule 6 of Cos (Meetings				PUSC ≥	10Cr	be reckoned as existing	
Further, if the Board		of the BoD) Rules, 2014				TO ≥ 100 Cr	on the date of last audited	
has not accepted any						OL/deposits/	Financial Statements	
recommendation of						debentures >	shall be taken into	
the Audit Committee,						50Cr		account	
the same shall also be									
disclosed along with									
reasons therefor.									
									
30.  Issue of Equity Shares	-	Sec 43, 54 r/w Rule 4 (4);	√	√	√	√	√	This disclosure would be	
with Differential Rights,		8 (13) & 12 (9)						event based	
Sweat Equity, ESOS, etc.		of Cos (Share Cap							
		& Debenture) Rules, 2014							
		Sec 62 (1)(b)							
									
31.  Disclosure in respect	-	Sec 67(3) r/w Rule 16 of	√	√	√	√	√	—	
of voting rights not		Cos (Share Cap & Debenture)							
exercised directly by		Rules, 2014							
the employees in									
respect of shares to									
which the scheme									
relates									

	

32.  Corporate Governance  -	LODR REGULATION   	×	×	×	×	√	—	
disclosure require-								
ments								

	

33.	Disclosures under	-	Sexual Harassment of	√	√	√	√	√	
	Sexual Harassment of		Women at Workplace						
	Women at Workplace		(Prevention, prohibition &						
	(Prevention, prohibi-		redressal) Act, 2013						
	tion & redressal) Act,								
	2013								
34.	Voluntary revision of	-	Sec 131 (1)	√	√	√	√	√	
	financial statements								
	or Board’s report								

—		

This section is yet to be notified.
However once notified - 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.