Director Report - An overview

An introduction

The Board Report or Director Report is an attachment to financial statement of every company. The report containing the comments and remarks of Board of Directors on various companies’ matters is termed as Board Report or Director Report.

Inclusions in Director Report

As per Section 134 of the Companies Act, 2013, the following facts shall become part of Director Report:-

• Extracts of annual return in the form MGT-9
• Number of Board Meetings
• Statement by Independent Director under section 149(6)
• Amount, if any, proposes to carry on reserves
• Explanations or comments on every qualification, reservation or adverse remark or disclaimer on audit report
• Comments on secretarial audit report prepared by company secretary in practice.
• Loans, investments or guarantees by company under section 186
• Related party transactions under section 188(1)
• Post Balance Sheet events between the end of financial year of the company to which the financial statement relate and the date of report
• Statement indicating the risk management policy
• Disclosure in context of Corporate Social Responsibility policy
• Statement by Independent Director under section 149(6)
• Disclosure of nomination and remuneration committee, appointment and remuneration of directors and other matters as per section 178
• Company’s affairs statement
• Disclosure of dividend recommendations, if any
• Formal annual evaluation by Board in certain type of companies
• Director Responsibility Statement
• Conservation of energy, technology absorption and foreign exchange dealings.
• Such other matter as may be prescribed

Authentication

It is to be signed by its:

• Chairperson of the company, if he is authorised by the Board if he is not so authorised , than
• By at least two directors, where one shall be Managing Director
• In the absence of Managing Director than by two directors.

Approval and filings

The Board Report is approved by Board in Board Meeting and the resolution for Board Approval of the same is to be filed with Registrar of Companies in the form MGT-14 within 30 days of the passing of resolution

In case of One Person Company(OPC)

The Board Report attached to the financial statement of an OPC means a report containing comments or explanations on the adverse remarks made in auditor report.

This is all brief about Director Report.

This is just for your reference. It does not constitute our professional advice or recommendation.

CS Kanika Lohiya

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