TaxTMI 
TaxTMI 
REPORT OF THE BOARD OF DIRECTORS
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....italisation of reserves, further issue of capital and other relevant information. The Companies Act, 2013, mandates certain disclosures to be made in the Board's Report. A listed company is also required to comply with certain additional requirements as stated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Similarly, a company, whose securities are listed on an overseas stock exchange, is required to comply with additional requirements as may be specified by such stock exchange. Further, a company which is regulated under other laws, may also be required to make additional disclosures in its Board's Report as stated in the respective applicable laws. The Board's Report should be based on the company's standalone financial statement and not on the consolidated financial statement and should relate to the financial year for which such financial statement is prepared. The Board's Report should avoid repetition of information. If any information is mentioned elsewhere in the financial statement, a reference thereof should be given in Board's Report instead of repeating the same. SCOPE This Stand....
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.... by the Board, a statement to that effect shall be made. b. The amount and the percentage of interim dividend declared, if any, during the year and the dividend distribution tax thereon. c. The total amount of dividend for the year. d. A statement on compliance with the Dividend Distribution Policy, if applicable, and the reasons for deviation and the rationale for additional parameters considered, if any. e. Payment of dividend from reserves. 1.4 Major events occurred during the year a) State of the company's affairs The state of affairs of the company shall, inter alia, include the following information - i. segment-wise position of business and its operations; ii. change in status of the company; iii. key business developments; iv. change in the financial year; v. capital expenditure programmes; vi. details and status of acquisition, merger, expansion, modernization and diversification; vii. developments, acquisition and assignment of material Intellectual Property Rights; viii. any other material event having an impact on the affairs of the comp....
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....ivision of the authorised share capital; (c) reduction of share capital or buy back of shares; (d) change in the capital structure resulting from restructuring; and (e) change in voting rights. 3.1 Issue of shares or other convertible securities During the year, if the company has issued any equity shares or preference shares or any securities which carry a right or option to convert such securities into shares, the disclosure shall include the following: (a) date of issue and allotment; (b) method of allotment (QIP, FPO, ADRs, GDRs, rights issue, bonus issue, preferential issue, private placement, conversion of securities, etc.); (c) issue price; (d) conversion price; (e) number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities; (f) number of shares or securities allotted to the promoter group (including shares represented by depository receipts); (g) in case, shares or securities are issued for consideration other than cash, a confirmation that price was determined on the basis of a valuation report of a regi....
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....Options Scheme(s) implemented from time to time: (a) options granted; (b) options vested; (c) options exercised; (d) the total number of shares arising as a result of exercise of options; (e) options lapsed; (f) the exercise price; (g) variation in terms of options; (h) money realised by exercise of options; (i) total number of options in force; (j) employee wise details of options granted to: (i) Key Managerial Personnel; (ii) any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year; (iii) identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital, excluding outstanding warrants and conversions, of the company at the time of grant. (k) in case of a company whose shares are listed: (i) any material change to the scheme and whether such scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014; (ii) web-link of disclosures made on the website of the com....
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....t rating; (e) reasons provided by the rating agency for a downward revision, if any. 5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) The disclosure shall include the following: (a) details of the transfer/s to the IEPF made during the year as mentioned below: (i) amount of unclaimed/unpaid dividend and the corresponding shares; (ii) redemption amount of preference shares; (iii) amount of matured deposits, for companies other than banking companies, along with interest accrued thereon; (iv) amount of matured debentures along with interest accrued thereon; (v) application money received for allotment of any securities and due for refund along with interest accrued; (vi) sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation; (b) details of the resultant benefits arising out of shares already transferred to the IEPF; (c) year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer; (d) ....
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....year. 6.6 Recommendations of Audit Committee Where the Board has not accepted any recommendation of the Audit Committee, a statement to that effect shall be disclosed in the Report along with the reasons for such non-acceptance. 6.7 Company's Policy on Directors' appointment and remuneration The Report of every listed public company and other prescribed class of companies shall disclose company's policy on directors' appointment and remuneration and the criteria for determining qualifications, positive attributes and independence of a Director. Where the said policy is available on the website of the company, it would be sufficient to disclose salient features of such policy, any change therein and the web-link at which the complete policy is available. 6.8 Board Evaluation The Report of every listed company and other prescribed class of public companies shall include 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. 6.9 Remuneration of Directors and Employees of Listed Companies The following disclosure....
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.... Managing Director or Whole-time Director or Manager and who holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. The aforesaid statement shall also indicate the following: (a) designation of the employee; (b) remuneration received; (c) nature of employment, whether contractual or otherwise; (d) qualifications and experience of the employee; (e) date of commencement of employment; (f) the age of such employee; (g) the last employment held by such employee before joining the company; (h) the percentage of equity shares held by the employee along with his spouse and dependent children, if such shareholding is not less than two percent of the total equity shares; (i) whether any such employee is a relative of any Director or Manager of the company and if so, the name of such Director or Manager. Particulars of employees posted and working in a country outside India, not being Directors or their relatives, drawing more than sixty lakh rupees per year or five lakh rupees per month, as the case may be, as may be dec....
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....closed in the Report: (a) nature of fraud with description; (b) approximate amount involved; (c) parties involved, if remedial action not taken; (d) remedial action taken to prevent occurrence of such frauds in future. If no fraud is reported by the Auditor, a statement to this effect shall be given in the Report. 7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES 7.1 Report on performance and financial position of the subsidiaries, associates and joint ventures In case of companies having subsidiaries, associates and joint ventures, the Report shall include a separate section highlighting the performance of each of the subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company. 7.2 Companies which have become or ceased to be subsidiaries, associates and joint ventures During the year or at any time after the closure of the year and till the date of the Report, if the company has acquired or formed any new subsidiary, associate or joint venture, details of such companies shall be disclosed. Where any of the subsidiaries, ....
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....ments / transactions with related parties which are not at arm's length basis; (b) material contracts / arrangements / transactions with related parties which are at arm's length basis; (c) contracts / arrangements with related parties which are not in the ordinary course of business and justification for entering into such contract. Such disclosure in the prescribed form shall be annexed to the Report. 11. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Report shall disclose about the CSR policy of the company and the CSR initiatives taken during the year. Where the said policy is available on the website of the company, it would be sufficient to disclose salient features of such policy, any change therein and the web-link at which the complete policy is available. The Report shall include an Annual Report on the CSR activities and shall comprise the following: (a) a brief outline of the CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web link to the CSR Policy and projects or programs; (b) composition of the CSR Committee, number of meetings held during the year; (c) average....
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....ompanies shall disclose in its Board's Report, details of establishment of a vigil mechanism. The disclosure shall, inter alia, include the mechanism for: a) the Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct; b) providing adequate safeguards against victimisation; c) providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases. Web-link of the aforesaid mechanism shall also be disclosed in the Report. 15. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS Details of significant and material orders passed by any Regulator, Court, Tribunal, Statutory and quasi-judicial body, impacting the going concern status of the company and its future operations shall be disclosed. 16. AUDITORS Names of the Statutory Auditor, Cost Auditor and Secretarial Auditor and details of any change in such Auditors, during the year and up to the date of the Report due to resignation / casual vacancy / removal / completion of term shall be disclosed in the Report. 17. SECRETAR....
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....with respect to Stakeholder relationship, Customer relationship, Environment, Sustainability, Health and Safety. (c) reasons for delay, if any, in holding the annual general meeting; (d) a statement as to whether cost records is required to be maintained by the company pursuant to an order of the Central Government and accordingly such records and accounts are maintained. 24. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS 24.1 Statement of deviation or variation Companies which have listed their specified securities shall furnish in the Report an explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue etc. as under: (a) Statement indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable; (b) Statement indicating category wise variation (capital expenditure, sales and marketing, working capital etc.) between the projected utilisation of funds made by the company in its offer document or explanatory statement to the notice for the genera....
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....13. (b) the details of number of cases filed and disposed as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. PART II: OTHER REQUIREMENTS 26. APPROVAL OF THE REPORT The Report shall be considered and approved by means of a resolution passed at a duly convened meeting of the Board. 27. SIGNING OF THE REPORT The Report shall be signed by the Chairman of the company, if authorised in that behalf by the Board or by two Directors one of whom shall be the Managing Director or in the case of a One Person Company, by one Director. The financial statement, including consolidated financial statement, if any, shall be approved by the Board before they are signed on behalf of the Board. The statements so approved are required to be signed on behalf of the Board by the Chairman of the company if authorised in that behalf by the Board or by two Directors one of whom shall be the Managing Director and the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the company, wherever they are appointed or in the case of a One Person Company, by one Director. The financial stateme....