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Section 134 in the Companies Act, 2013 supersedes the provisions of Section 217 of the
Companies Act, 1956 in regard to the disclosures in the Boards Report. The disclosures to
be given in the Boards Report have been provided under various sections of the
Companies Act, 2013 and also in the revised Clause 49 of the Listing Agreement.
The Companies Act, 2013 and the revised Clause 49 of the Listing Agreement have
mandated some additional disclosures to the shareholders including Extract of Annual
Return, Statement of Declaration by the Independent Directors, Policy on Related Party
Transactions, provisions related to disclosure of remuneration of directors and key
managerial personnel.
The gist of the disclosures required to be made in the Boards Report under Companies
Act, 2013 and Clause 49 of the Listing Agreement are given under:
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l.
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viii.
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Listing Agreement
Training of Independent Directors - details of such training imparted shall be
disclosed in the Annual Report.
The Annual Report of the company to contain a declaration signed by the CEO
affirming compliance with the Code of Conduct by directors and senior
management on an annual basis.
The company shall formulate a policy for determining material subsidiaries
and such policy shall be disclosed to Stock Exchanges and in the Annual Report.
The company shall disclose the policy on dealing with Related Party
Transactions on its website and also in the Annual Report.
All pecuniary relationship or transactions of the non-executive directors
vis--vis the company shall be disclosed in the Annual Report.
In addition to the disclosures required under the Companies Act, 2013, the
following disclosures on the remuneration of directors shall be made in the
section on the corporate governance of the Annual Report:
o
Stock option details, if any - and whether issued at a discount as well as the
period over which accrued and over which exercisable.
The company shall disclose the number of shares and convertible instruments
held by non-executive directors in the annual report.
Management Discussion and Analysis report should form part of the Annual
Report to the shareholders.
Disclosure of relationships between directors inter-se shall be made in the
Annual Report, notice of appointment of a director, prospectus and letter of
offer for issuances and any related filings made to the stock exchanges where
the company is listed.
The company shall obtain a certificate from either the auditors or practicing
company secretaries regarding compliance of conditions of corporate
governance as stipulated in this clause and annex the certificate with the
directors report, which is sent annually to all the shareholders of the
company.