Check list for Boards’ Report under Companies

Act, 2013
Introduction: Section 134 of the Companies Act, 2013 casts a responsibility on the Board of Directors to prepare a report
containing details as discussed below and this report needs to be annexed to the Financial Statements which are laid before the
members in the annual general meeting. Companies Act, 2013 also contains provisions regarding revision of Board's report
which has been discussed in Chapter VI of the companies act, 2013 along with revisions of Financial Statements under Section
131. a) Annual Disclosure: All Companies:
Sl No. Contents of The Report Reference to Act/Rule
1. Financial Summary/Highlights, Operations, State of Section 134 Rule 8(5)(i) of
Affairs: Cos(Accounts) Rules, 2014
Events Subsequent to the date of Financial statements Section 134(3) (l)
2.
3. Change in the Nature of Business , if any Rule 8(ii) of Cos (Accounts)
Rules, 2014
4. Dividend, if declared & amount, if any, carried Section 134 (3) (k)& (j)
forwarded to Reserves.
5. No of Board Meetings held during Section 134 (3)(b)
6. Directors and Key Managerial Personnel Rule 5 (iii) of Cos. (Accounts)
Rules, 2014
7. Director’s Responsibility Statement Section 134 (3) (c) & 134 (5)
8. Information about the Financial Performance / Financial Rule 8(1) of Cos(Accounts)
Position of the Subsidiaries / Associates/ JV Rules, 2014 Rule 8(5) of Cos
(Accounts) Rules, 2014
9. Extract of Annual Return ANNEXURE I Section 134(3) (a)
10. Auditors Sections 134 139, 140 Rules
3,5,6 of Cos. (Audit &Auditors)
 Qualification in Auditors reports Rules, 2014

11. Conservation of Energy, Technology Absorption And Section 134 (3) (m) Rule 8 of
Foreign Exchange Outgo Cos(Accounts) Rules, 2014
12. Significant & Material orders Passed by the Rule 8 (5) (vii) Cos (Accounts)
Regulators if any Rules, 2014
13. Details of Adequacy of Internal Financial Controls, if Rule 8(5) (viii) Cos( Accounts)
applicable Rules, 2014
14. Particulars of Loans, Guarantees or Investments Section 134(3) (g)
15. Risk Management Policy Section 134(3) (n)
16. Corporate Social Responsibility Policy Section 134(3) (o) Rule 8 of
Cos. (CSR Policy) Rules,2014
 Reason for not spending

ANNEXURE II
17. Related Party Transactions Section 134(3) (h) &Rule 8(2) of
Cos. (Accounts) Rules,2014
 Justification for Entering into Related Party Section 188(2)
Transactions

ANNEXURE – III
18. Secretarial Standards SS 10
Listed and certain Public Companies: Along with above said applicability, Listed Companies shall further include following
contents in Board’s Report
Sl No. Contents Of The Report Reference to Act/Rule
19. Declaration from Independent Directors on Annual Section 134(3) (d)
basisANNEXURE IV
20. Composition of Audit Committee Section 177(8) Proviso to
Section 178 (4)& Section 134
 Reasons for not accepting the recommendations
of the Audit Committee
 Policy laid down by the Nomination and
Remuneration Committee for Remuneration of
Directors, KMP &other employees and the
Criteria formulated by the Committee for
determining Qualifications, Positive attributes,
Independence of a Director.

21. Vigil Mechanism Proviso to Section 177(10)

22. Director’s Responsibility Statement Section 134 (3) (c) & 134 (5)

 Directors had laid down internal financial

controls to be followed by the company and that
such internal financial controls are adequate and
were operating effectively
 Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively

23. Secretarial Audit: Section 204(3)

 Qualifications in Audit Reports, (by the

company secretary in practice in his secretarial
audit report)

24. Formal Annual Evaluation Section 134(3) (p)

25. Disclosures of Ratio of remuneration to each director Section 197(12) Rule 5 (1) (2) &
( Only Listed Company) ANNEXURE - V (3) of Cos (Appointment &
 Remuneration) Rules, 2014
26. Confirms that the Company paid the listing fee for FY -
2015-16 to Stock Exchanges where the Company
Shares are listed. ( Only Listed Company)
27. Corporate Governance and Shareholders Information A -
report on Corporate Governance as laid down in Clause
49 of the Listing Agreement ANNEXURE VI
NBFC, Housing Companies... etc.
Sl No. Contents Of The Report Reference to Act/Rule
28. Industry based disclosures as mandated by the -
respective Laws governing the Company
Companies Accepting Deposits
Sl No. Contents Of The Report Reference to Act/Rule
29. Details relating to Deposits, covering the following : Section 73, 74 & 76 Rule 8(5)(v)
of Cos( Accounts) Rules, 2014
 Accepted during the year;
 Remained unpaid or unclaimed as at the end of
the year;
 Whether there has been any default in repayment
of deposits or payment of interest thereon during
the year and if so, number of such cases and the
total amount involved. (i) at the beginning of the
year (ii) maximum during the year (iii) at the end
of the year.
 Details of deposits which are not in compliance
with the requirements of Chapter V of the Act

b) Event Based Disclosures: All Companies:

Sl No. Contents Of The Report Reference to Act/Rule
1. Issue of Sweat Equity Share -
2. Issue of Shares with Differential Rights -
3. Issue of Shares under Employees Stock Option Scheme -
4. Disclosure on Purchase by Company or giving of Loans Section 67 (3)
by it for purchase of its shares
5. About Buy Back Shares -
6. Disclosure About Revision Yet to be Notified