Disclosures to be made in Annual Report By Listed, Public and Private Limited Co's
Mohan Kumar
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Pl. go through the article on Disclosures to be made in Annual Report By Listed, Public and Private Limited Co's.This can be a nice reference material for all Companies when they prepare their annual report. More importantly for Listed Companies...
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General Checklist of Disclosures to be made in Annual Report By Listed, Public and Private Limited Companies
BY CS K VINOTH & CS D HEM SENTHIL RAJ
|
No |
Section |
Rule/Clause |
Particulars |
Applicability |
Remarks |
|
||||
|
Listed |
Public |
Private |
|
|||||||
|
01 |
92 (3) and 134 (3) (a) |
Rule 11 of The Companies (Management and Administration) Rules, 2014. |
Extract of Annual Return – Form No. MGT - 9 |
Yes |
Yes |
Yes |
Shall be Provided as an Annexure to Board’s Report. |
|
||
|
02 |
134 (3) (b) |
|
Number of Meetings of Board. |
Yes |
Yes |
Yes |
|
|
||
|
03 |
134 (3) (c) |
|
Director’s Responsibility Statement – As per 134 (5) of CA, 2013. |
Yes |
Yes |
Yes |
|
|
||
|
04 |
134 (3) (d) |
|
A Statement on declaration given by Independent Director under Section 149 (6) of CA, 2013. |
Yes |
Yes |
Yes |
Not Mandatory for Private Limited Companies, Public Limited Companies which not fall under the ceiling limit specified in Rule 4 of The Companies (Appointment and Qualification of Directors) Rules, 2014, However, in case of Voluntary appointment of Independent Directors, a statement regarding their declaration shall be included. |
|
||
|
05 |
134 (3) (e) and 178 (3) |
|
Company’s policy on director’s appointment and remuneration for directors, KMP and other employees including criteria for determining qualifications, positive attributes, independence of directors. |
Yes |
Yes |
No |
Not Mandatory for Public Limited Companies, which falls below the ceiling limit prescribed as per Rule 6 of The Companies (Meetings of Board and its Powers) Rules, 2014. |
|
||
|
06 |
134 (3) (f) (i) |
|
Explanation or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report. |
Yes |
Yes |
Yes |
|
|
||
|
07 |
134 (3) (f) (ii) |
|
Explanation or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in his secretarial audit report. |
Yes |
Yes |
No |
Not Mandatory for Public Limited Companies, which falls below the ceiling limit prescribed as per Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
|
||
|
08 |
134 (3) (g)
|
|
Particulars of loans, Guarantees or investments under Section 186. |
Yes |
Yes |
Yes |
As per Section 186 (4) Companies are also required to disclose the full particulars of loans given, guarantee given or security provided and purpose for which the loan or guarantee or security proposed to be utilised by the recipient of loan or guarantee or security in the financial statement. |
|
||
|
09 |
134 (3) (h) and Section 188 (2) |
Rule 8(2) of The Companies (Accounts) Rules, 2014 |
Particulars of contracts or arrangements with related parties – Form AOC – 2. |
Yes |
Yes |
Yes |
|
|
||
|
10 |
134 (3) (i)
|
|
State of the Company’s Affairs. |
Yes |
Yes |
Yes |
|
|
||
|
11 |
134 (3) (j) |
|
The Amounts, if any, which is proposed to be carried to any reserves. |
Yes |
Yes |
Yes |
|
|
||
|
12 |
134 (3) (k) |
|
The Amounts, if any, which is recommended to be paid as dividend. |
Yes |
Yes |
Yes |
|
|
||
|
13 |
134 (3) (l) |
|
Material changes and commitments, if any affecting the financial position of the Company which have occurred between the end of the FY of the Company to which financial statement relate and the date of report. |
Yes |
Yes |
Yes |
|
|
||
|
14 |
134 (3) (m) |
Rule 8(3)(A), (3)(B) and (3)(C) of The Companies (Accounts) Rules, 2014. |
The conservation of energy, technology absorption, foreign exchange earnings and outgo. |
Yes |
Yes |
Yes |
|
|
||
|
15 |
134 (3) (n) |
|
A Statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which is opinion of the Board may threaten the existence of the Company. |
Yes |
Yes |
Yes |
|
|
||
|
16 |
134 (3) (o) and 135 (4) (a)
|
The Companies (Corporate Social Responsibility) Rules, 2014. |
The details about the policy developed and implemented by the Company on CSR initiatives taken during the year. |
Yes |
Yes |
Yes |
Format of reporting shall be as per annexure attached to The Companies (Corporate Social Responsibility) Rules, 2014.
|
|
||
|
17 |
134 (3) (p) |
Clause 49 IV(B) |
A Statement indicating the manner in which formal evaluation has been made by the Board of its own performance and that of its committees and individual directors. Also the Remuneration policy and evaluation criteria to be disclosed in the AR. |
Yes |
Yes |
No |
Applicable only to listed and public company having paid-up capital of twenty five Crore rupees or more calculated at the end of the preceding financial year. |
|
||
|
18 |
134 (3) (q) |
Rule 8 (5) (i) of The Companies (Accounts) Rules, 2014. |
The financial summary or highlights.
|
Yes |
Yes |
Yes |
|
|
||
|
19 |
134 (3) (q) |
Rule 8 (5) (ii) of The Companies (Accounts) Rules, 2014. |
The change in the nature of business, if any. |
Yes |
Yes |
Yes |
|
|
||
|
20 |
134 (3) (q) |
Rule 8 (5) (iii) of The Companies (Accounts) Rules, 2014. |
The details of directors or key managerial personnel who were appointed or have resigned during the year. |
Yes |
Yes |
Yes |
|
|
||
|
21 |
134 (3) (q) |
Rule 8 (5) (iv) of The Companies (Accounts) Rules, 2014. |
The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year. |
Yes |
Yes |
Yes |
|
|
||
|
22 |
134 (3) (q)
|
Rule 8 (5) (v) of The Companies (Accounts) Rules, 2014. |
The details relating to deposits, covered under Chapter V of Companies Act, 2013. |
Yes |
Yes |
Yes |
|
|
||
|
23 |
134 (3) (q) |
Rule 8 (5) (vi) of The Companies (Accounts) Rules, 2014. |
The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013. |
Yes |
Yes |
Yes |
|
|
||
|
24 |
134 (3) (q) |
Rule 8 (5) (vii) of The Companies (Accounts) Rules, 2014. |
The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future. |
Yes |
Yes |
Yes |
|
|
||
|
25 |
134 (3) (q) & 134(5)(e) |
Rule 8 (5) (viii) of The Companies (Accounts) Rules, 2014. |
The details in respect of adequacy of internal financial controls with reference to the Financial Statements. |
Yes |
Yes |
Yes |
|
|
||
|
In case of listed entities a internal financial control policy shall be laid down and the directors shall affirm that such policy are adequate and were operating effectively. |
Yes |
No |
No |
|
||||||
|
26 |
135
|
|
Annual Report on corporate social responsibility (CSR) activities and spend of CSR Amount. |
Yes |
Yes |
Yes |
In case the company is unable to spend the requisite CSR the amount, the same shall be given in the Annual Report by way of justification. |
|
||
|
27 |
135 (2)
|
|
Composition of CSR Committee. |
Yes |
Yes |
Yes |
|
|
||
|
28 |
138 |
|
Internal Auditor Details. |
Yes |
Yes |
Yes |
Applicable to Public and Private Limited Company based on the ceiling limit specified in Rule 13 of The Companies (Accounts) Rules, 2014. |
|
||
|
29 |
139
|
|
Statutory Auditor Details. |
Yes |
Yes |
Yes |
|
|
||
|
30 |
|
Rule 8 (1) of The Companies (Account) Rules, 2014 |
A separate section on report on the performance and financial position of each of the subsidiaries, associates and joint venture companies. |
Yes |
Yes |
Yes |
|
|
||
|
31 |
177 (8) |
Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014.
|
Composition of Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed with reason. |
Yes |
Yes |
No |
Applicable to Public Limited based on the ceiling limit specified in Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014.
|
|
||
|
32 |
177(10)
|
Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014. |
Details of Establishment of Vigil Mechanism Policy. |
Yes |
Yes |
Yes |
Applicable based on the criteria given in the Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014. |
|
||
|
33 |
129(3) |
Rule 5 of The Companies (Accounts) Rules, 2014. |
Form of Statement containing salient features of financial statements of subsidiaries. |
Yes |
Yes |
Yes |
|
|
||
|
34 |
197 (12) |
Rule 5 (1) (i) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
The ratio of remuneration of each director to the median employee’s remuneration of the Company for the FY.
|
Yes |
No |
No |
|
|
||
|
35 |
197 (12) |
Rule 5 (1) (ii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. |
Yes |
No |
No |
|
|
||
|
36 |
197 (12) |
Rule 5 (1) (iii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
The percentage increase in the median remuneration of employees in the financial year.
|
Yes |
No |
No |
|
|
||
|
37 |
197 (12) |
Rule 5 (1) (iv) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
The number of permanent employees on the rolls of company |
Yes |
No |
No |
|
|
||
|
38 |
197 (12) |
Rule 5 (1) (v) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
The explanation on the relationship between average increase in remuneration and company performance.
|
Yes |
No |
No |
|
|
||
|
39 |
197 (12) |
Rule 5 (1) (vi) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
Comparison of the remuneration of the Key Managerial Personnel against the performance of the company. |
Yes |
No |
No |
|
|
||
|
40 |
197 (12) |
Rule 5 (1) (vii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year. |
Yes |
No |
No |
|
|
||
|
41 |
197 (12) |
Rule 5 (1) (viii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 |
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. |
Yes |
No |
No |
|
|
||
|
42 |
197 (12) |
Rule 5 (1) (ix) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company.
|
Yes |
No |
No |
|
|
||
|
43 |
197 (12) |
Rule 5 (1) (x) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
The key parameters for any variable component of remuneration availed by the directors. |
Yes |
No |
No |
|
|
||
|
44 |
197 (12) |
Rule 5 (1) (xi) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
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. |
Yes |
No |
No |
|
|
||
|
45 |
197 (12) |
Rule 5 (1) (xii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
Affirmation that the remuneration is as per the remuneration policy of the company. |
Yes |
No |
No |
|
|
||
|
46 |
197 (12) |
Rule 5 (2) (i) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
A statement showing the name of every employee of the company, who 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. |
Yes |
Yes |
Yes |
Statement shall indicate the particulars as specified in the Rule 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
|
|
||
|
47 |
197 (12) |
Rule 5 (2) (ii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
A statement showing the name of every employee of the company, who 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. |
Yes |
Yes |
Yes |
Statement shall indicate the particulars as specified in the Rule 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
|
||
|
48 |
197 (12) |
Rule 5 (2) (iii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
A statement showing the name of every employee of the company, who 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.
|
Yes |
No |
No |
Statement shall indicate the particulars as specified in the Rule 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
|
||
|
Exemption For Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
The particulars of employees posted and working in a country outside India, not being directors or their relatives, drawing more than sixty lakh rupees per financial year or five lakh rupees per month, as the case may be, as may be decided by the Board, shall not be circulated to the members in the Board’s report, but such particulars shall be filed with the Registrar of Companies while filing the financial statement and Board Reports. |
|
|||||||||
|
49 |
204 |
|
Secretarial Auditor Details |
Yes |
Yes |
No |
Applicable to Public Limited Company based on the ceiling limit specified in Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
|
||
|
50 |
204 (1) |
Rule No. 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
Secretarial Audit Report in Form No. MR - 3 |
Yes |
Yes |
No |
Not Mandatory for Public Limited Companies, which falls below the ceiling limit prescribed as per Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. |
|
||
|
51 |
134 |
Clause 32(ii) |
Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report. |
Yes |
Yes |
Yes |
|
|
||
|
52
|
- |
Clause 49 (D) (ii) |
Declaration with respect to compliance with the code of conduct signed by CEO. |
Yes |
No |
No |
|
|
||
|
53 |
- |
Clause 49 (G) (i) |
In case of the appointment of a new director or re-appointment of a director the shareholders must be provided with the information referred in Clause 49 (G) (i) (a) (b) (c) (d). |
Yes |
No |
No |
|
|
||
|
54 |
- |
Clause 49 (G) (ia) |
Disclosure of relationships between directors inter-se. |
Yes |
No |
No |
|
|
||
|
55 |
- |
Clause 49 (VI) (i) |
Separate section on Corporate Governance in the Annual Reports of company, with a detailed compliance report on Corporate Governance. Non-compliance of any mandatory requirement of this clause with reasons thereof and the extent to which the non-mandatory requirements have been adopted should be specifically highlighted. |
Yes |
No |
No |
List of items to be included in this report is given in Annexure- I C and list of non-mandatory requirements is given in Annexure – I D of Clause 49 |
|
||
|
56 |
- |
Clause 49 (VII) |
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 director’s report. |
Yes |
No |
No |
|
|
||
|
57 |
- |
Clause 49
|
Listing with Stock Exchanges |
Yes |
No |
No |
|
|
||
|
58 |
- |
Clause 31 (a)
|
Information on “Matters of Emphasis” in Auditors Report. |
Yes |
No |
No |
|
|
||
|
59 |
- |
Clause 31(a) |
Form A/B – Qualified/Unqualified Certificate for the manner of dealing with Audit Reports by Listed Entities |
Yes |
No |
No |
|
|
||
|
60 |
- |
Clause 49 |
Business Risk Management Committee. |
Yes |
No |
No |
|
|
||
|
61
|
- |
Clause 55 |
Business Responsibility Reporting. |
Yes |
No |
No |
|
|
||
|
62 |
- |
Clause 49(D) |
Management Discussion and Analysis Report |
Yes |
No |
No |
|
|
||
|
63 |
- |
Clause 49 (B)(5a) |
Criteria for performance evaluation of the Board as laid down by the Nomination & Remuneration Committee |
Yes |
No |
No |
|
|
||
|
64 |
- |
Clause 49(B)(7) |
Web link in AR for details of Familiarisation Programmes for Independent Directors |
Yes |
No |
No |
|
|
||
|
65 |
- |
Clause 49(V)(D) |
Policy on Determination of Material Subsidiary(ies) |
Yes |
No |
No |
|
|
||
|
66 |
- |
Clause 49 VII (A)(2) |
Policy on dealing with Related Party Transactions (RPT) including Material Related Party Transactions |
Yes |
No |
No |
|
|
||
|
67 |
- |
Clause 49(C)(4) |
Details of Shares & convertible instruments held by Non-Executive Directors |
Yes |
No |
No |
|
|
||
By
CS D HEM SENTHIL RAJ
CS K VINOTH
CS Ashok
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CS Ashok K. Sahoo
Bangalore.
CS Dhiraj Kumar Nimwal
On Thu, Apr 16, 2015 at 2:45 PM, Mohan Kumar <needa...@gmail.com> wrote:
...
[Message clipped]
Dhiraj Kumar Nimwal
(Associate Company Secretary)
