• report on the highlights of performance of Sub Cos, Asct Cos and JV Cos and their contribution to the overall performance of the Co during the period under report;

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• the web address, if any, where AR referred to in S. 92(3) has been placed; (practically connected amendment to S. 92(3) has not yet been made effective, hence advisable to include the extract of AR as provided u/s 92(3);

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• number of BMs;

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• Directors’ Responsibility Statement

• in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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• the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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• the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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• the directors had prepared the annual accounts on a going concern basis; and

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• the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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• the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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• details in respect of frauds reported by auditors u/s 143(12) other than those reportable to CG

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• a statement on declaration given by IDs u/s 149(6)

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• in case of a Co covered u/s 178(1), company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3)

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• explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made–
  • by the auditor in his report; and

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• by the CS in practice in his secretarial audit report

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• particulars of loans, guarantees or investments u/s 186

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• particulars of contracts or arrangements with related parties u/s 188(1) in Form No. AOC 2;

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• state of the company’s affairs;

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• amounts, if any, which it proposes to carry to any reserves;

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• amount, if any, which it recommends to be paid by way of dividend;

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• material changes and commitments, if any, affecting the financial position of the Co which have occurred between the end of the FY of the Co to which the FS relate and the date of the BoD report;

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• conservation of energy, technology absorption, foreign exchange earnings and outgo, in the prescribed manner;

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• a statement indicating development and implementation of a risk management policy for the Co including identification therein of elements of risk, if any, which in the opinion of the BoD may threaten the existence of the Co;

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• the details about the CSR policy developed and implemented by the Co

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• in case of a listed Co and every other public Co having such paid-up share capital > ₹ 25 crores calculated at the end of the preceding FY, a statement indicating the manner in which formal annual evaluation of the performance of the BoD, its Committees and of individual directors has been made;

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• In case of a listed Co, managerial remuneration related prescribed details

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• In case a Co has completed issue of equity shares with DVR ⟶details prescribed under R. 4(4) Co (SCD) Rules

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• In case Co has provided money for purchase/subscription of its own shares/its Hold Co’s shares by or for benefit of the employees of the Co pursuant to scheme in compliance with specified conditions and if voting rights are not exercised directly by the employees in respect of shares to which the scheme relates ⟶ details prescribed under R. 16(4) of Co (SCD) Rules

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• Details of money accepted by a private Co from its Director, his/her relative [R. 2(1)(c) (viii) of Co (AoD) Rules]

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• financial summary or highlights;

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• change in the nature of business, if any;

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• details of directors/KMP who were appointed/have resigned during the year;

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• ²⁷a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency (as ascertained from the online proficiency self-assessment test conducted by IICA)) of the IDs appointed during the year;

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• the names of Cos which have become/ceased to be its Sub Cos, JVs or Asct Cos during the year;

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• details relating to deposits, covered under Chapter V of the Act as prescribed

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• details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Co’s operations in future;

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• details in respect of adequacy of IFCs with reference to FS

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• a disclosure, as to whether maintenance of cost records as specified by CG u/s 148(1), is required by the Co and accordingly such accounts and records are made and maintained,

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• a statement that Co has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013

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Notes:-

where disclosures referred to above have been included in FS⟶ only reference to be given in BoD report – NOT to repeat info in BoD report

where NRC policy and CSR policy referred to above is made available on Co’s website, if any ⟶salient features of the policy and any change therein be specified in brief in BoD report and the web-address be indicated therein at which the complete policy is available