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Directors Report & Disclosures U/s 134 of Companies Act 2013, Clause 49 of Listing Agreement and others
27 Apr 2015

Directors Report & Disclosures U/s 134 of Companies Act 2013, Clause 49 of Listing Agreement and others:

 

Sl No.
  Particulars
  Sections
Listed Company
Public Company
Private Company
1.
Address to shareholders
  -
Applicable
Applicable
Applicable
2.
Financial Statements, including Consolidated Financial statements if any,
129(1) & (3) respectively read with rule 8(1) of Companies (Accounts) Rules, 2014
Applicable
Applicable
Applicable
3.
Dividend including Interim Dividend Declarations.
123
Applicable
Applicable
Applicable
4.
Briefs on Business Performance and New Business Plans
  -
Applicable
Applicable
Applicable
5.
Directors and Key Managerial personnel (if any)
Applicability Criteria for K.M.P.:
o  Every listed company
o  Every other public company having paid up share capital of rupees 10 crore or more.
Note: Company Secretary is also a key managerial personnel and as per section 203 of CA 2013 every listed company and every public company having paid up share capital of rupees 5 crore or more
152 and 203 respectively read with rule 8 of Companies (Appointment and Remuneration) Rules, 2014
Applicable
Applicable
Applicable
Note:
Key Managerial personnel are not applicable on private companies.
6.
Extract of annual return
92(3) read with rule 12 of Management and Administration Rules,2014
Applicable

Applicable

Applicable


Directors meeting
·  Number of meeting of the Board and its respective dates.
·  Name of the directors who attended meeting.
·  Name of the director to whom leave was granted.
173
134(3) clause(b)

Applicable

Applicable

Applicable


Director responsibility statements
134(5) referred to in clause (c) of sub-section(3)
Applicable

Applicable, except clause (e) of Section 134 (5) Internal Financial Control System.
Applicable, except clause (e) of Section 134 (5) Internal Financial Control System.

Statement on declaration given by independent director
149(6)

Applicable

Applicable

Applicable


Constitution of Nomination and Remuneration Committee and Audit Committee and Vigil Mechanism

178(1) &177& 177(10) respectively, read with Rule 6 of Companies (Meeting of board and its power) Rules 2014.
Applicable

Applicable

Not Applicable


Policy relating to remuneration for the directors and KMP or other employees which is formulated by remuneration and nomination committee shall  be disclosed in Board’s report (proviso  of section 178(4)]
Applicability Criteria:-
o  Every listed company
o  Every public company having paid up share capital of rupees 10 crore or more:
o  Every public company having turnover of rupees 100 crore or more:
o  All public companies having aggregate, outstanding loans or borrowing or debentures or deposit exceeding 50 crore rupees






Particulars of Loans, guarantees, or investments.
186
Applicable
Applicable
Applicable

Related parties transactions
188(1)&(2)
Applicable
Applicable
Applicable

Transfer to any Reserve


 -

Applicable


Applicable

Applicable

7.
A statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committee’s and individual manner.
134(3)(p)
Applicable
Applicable
all public companies with a paid up capital of Twenty Five crore rupees or more;

Not Applicable
8.
Auditors & Audit Report including replies on any qualifications.
139 and 145 respectively
Applicable
Applicable
Applicable
9.
Secretarial Audit Report
Applicability criteria:-
o  Every listed company
o  Every public company having paid up share capital of rupees 50 crore or more: or
o  Having turnover of rupees 250 crore or more:
204 read with rule 9 of companies(Appointment and remuneration of managerial personnel) Rules, 2014
Applicable
Applicable
Not Applicable
10.
Transfer Of Unclaimed Refund Amount To Investor Education And Protection Fund
124(5)
Applicable
Applicable
Applicable
11.
Conservation of energy, technology absorption and foreign exchange earnings and outgo

Rule 8 (3) of Companies (Accounts) Rules, 2014
& Section 134(3) clause (m)
Applicable
Applicable
Applicable
12.
Risk Management
 134(3) clause(n)& Clause 49
Applicable
Applicable
Applicable
13.
Deposits
73 Read with Companies (Acceptance of Deposit) Rules, 2014
Applicable
Applicable
Applicable
14.
Remuneration to Employees
Section 197(12) read with Rule 5 of (Appointment and remuneration of managerial Personnel) Rules, 2014
Refer to note: 1 given below the chart.
Applicable
 Not Applicable
Not Applicable
15.
Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013
o  Constitute Internal Complaint Committee.
The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013
 Applicable
Applicable
Applicable
16.
Corporate Social Responsibility
Applicability criteria:-
o  Every company having net worth of rupees 500 crore or more: or
o  Turnover of rupees 1000 crore or more: or
o  Net profit of rupees 5 crore or more:
Above specified companies need to constitute the CSR committee of the board.
Particulars of disclosures:
o  A brief outline of companies CSR policy.
o  The composition of CSR policy.
o  Average net profit of the company for last three financial years.
o  Prescribed CSR expenditure(two percent)
o  Details of CSR spent during the financial year:
·  Total amount to be spent for the financial year.
·  Amount unspent; if any
·  Manner in which amount spent during financial year as may be prescribed.
 135(2) read with rule 9 of Companies (Accounts) Rule, 2014 and Corporate Social Responsibility Rules, 2014
Applicable
Applicable
Applicable
17.
Disclosures in respect of voting rights not exercised directly by the employees.
Disclosures include:
o  Name of the employee who have not exercised the voting right.
o  Reason for not voting directly.
o  Name of the person who is exercising such voting right.
o  Number of shares held by or in favour of such employees and the percentage of such share to the total paid up share capital of the company.
o  The date of the general meeting in which such voting power was exercised.
o  The resolution on which votes have been cast by person holding such voting power.
o  The percentage of such voting power to the total of voting power on each resolution.
o  Whether the votes were cast in favour of or against the resolution.
Proviso of section 67(3) read with rule 16(4) share capital and debenture rules, 2014

  Applicability:
o  Company limited by shares
o  Company limited by guarantee having share capital.
Applicable
Applicable
Applicable


18.
Independent director shall holds office for a term up to five consecutive years and shall be eligible for re-appointment by passing special resolution by the company and disclosure of such appointment in Board’s report.
Applicability criteria:
o  All listed companies.
o  The Public Companies having paid up share capital of ten crore rupees or more; or
o   The Public Companies having turnover of one hundred crore rupees or more; or
o  The Public Companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding fifty crore rupees.

149(10)
Applicable
Applicable


Not Applicable
19.
Any director who is in receipt of any Commission from the company and who is a managing or whole-time director of the company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company subject to its disclosure by the company in the Board’s report.
197(14)
Applicable
Applicable
Not Applicable
20.
Reason of voluntary revision of financial statement and Board’s report.
131
Applicable
Applicable
Applicable
21.
Disclosures of the issue of Equity shares with differential voting rights in the financial year.
Following are the details which are disclosed:
o  The total number of shares allotted with differential rights;
o  The details of the differential rights relating to voting rights and dividends;
o  The percentage of the shares with differential rights to the total post issue equity share capital with differential rights issued at any point of time and percentage of voting rights which the equity share capital with differential voting right shall carry to the total voting right of the aggregate equity share capital;
o  The price at which such shares have been issued;
o  The particulars of promoters, directors or key managerial personnel to whom such shares are issued;
o  The change in control, if any, in the company consequent to the issue of equity shares with differential voting rights;
o  The diluted Earnings Per Share pursuant to the issue of each class of shares, calculated in accordance with the applicable accounting standards;
The pre and post issue shareholding pattern along with voting rights in the format specified under sub-rule (2) of rule 4.




Rule 4(4) of Companies(Share Capital and Debentures) Rules, 2014




Applicable




Applicable




Applicable
22.
Corporate Governance
Disclosure relating to:-
o  Constitution of Vigil mechanism
o  Constitution  of Audit committee
o  Constitution  of  Nomination and remuneration committee
o  Risk management
o  Corporate social responsibility
Clause 49
Applicable  
Not Applicable
Not Applicable
23.
The board’s report shall be signed by its chairperson of the company if he is authorised by the board and where is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.
134(6)
Applicable
Applicable
Applicable
24.
Filing of the Directors Report and Financial statements through Form-MGT 14 in ROC within 30 days of the adoption in the Board Meeting.
117 (3) (g) read with 179 (3) (g)
Applicable
Applicable
Applicable
25.
If a company contravenes the provisions of  section 134, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.
134 (8)
Applicable
Applicable
Applicable
26.
Acknowledgements to patrons

Applicable
Applicable
Applicable


Note: 1  Disclosures in Board report related to Remuneration of employees:

1.  Every listed company shall disclose in its board’s report-

  i.  The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

  ii.  The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

  iii.  The percentage increase in median remuneration of employees in the financial year;

  iv.  The explanation on the relationship between average increase in remuneration and company performance;

  v.  Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

  vi.  Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

  vii.  The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

  viii.  Affirmation that the remuneration is as per the remuneration policy of the company.

2.  The board’s report shall include a statement showing the name of every employee of the company, who-

  i.  If employed throughout the financial year was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

  ii. If employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

  iii.  If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.


For any further queries please feel free to contact Mr. Hemant Paliwal at [email protected]

Author:      Mr. Hemant Paliwal,
                Managing Partner