Director’s Report -Ahmedabad Chapter Programme 21.03.2015 Umesh Ved Practicing Company Secretary.

Director’s Report

-Ahmedabad Chapter Programme

21.03.2015

Umesh VedPracticing Company Secretary

“Board’s Report is an important document of Annual Report in which the Board gives a complete review of the performance of the company during the year under review”

Umesh Ved & Associates Company Secretaries

COMPARISON

COMPANIES ACT, 1956

COMPANIES ACT, 2013

Section 217 Section 134

Board’s Report Financial statement, Board’s Report, etc.

Report of Board of Director’s be ‘ATTACHED’ to BS laid before AGM

Separate Section (217) lot of sections make mandate to disclose the facts in Director’s report (92,149,178,186,188,etc.)


Provisions Relating to Director’s Report 134


Applicability

Financial year commencing on or after 1stApril,2014


Signing of Report & annexure thereto:

Chairperson if authorized by Board.

If not:Atleast 2 director , one of whom

shall be MD

If no MD, then by 2 directors Umesh Ved & Associates Company Secretaries

Basis of Board ReportStand Alone Financial Statement

Separate Section: Including in consolidated financial statement

Subsidiary Associate Joint Venture


Approval of Board Report To be done at Board meeting

{179(3)}

Cannot be done by:Circular Resolution Committee Video Conferencing


E- filing of Resolution Mgt-14 within 30 days of passing

of resolution for approval of Board’s Report


Content of Board Report


Content of Board Report continued…

Extract of Annual Return [32(3)]- MGT-9

No. of Board MeetingComment on Auditor’ ReportComment on Secretarial Audit ReportParticular of Loan & InvestmentDisclosure of Related Party transaction

[188(1)] AOC-2Dividend Recommended Post Balance sheet events



Risk Management PolicyCSRReport on performance of

subsidiaries, associates companies and joint ventures.

Secretarial Audit Report a) All Listed Companies

b) Every Public company paid up share capital 50 crores or more

c) Every Public company turnover 250 crores or more

Disclosure about cost audit Umesh Ved & Associates Company Secretaries


Constitution of Nomination & Remuneration committee

Remuneration or commission of MD/WTD from Holding company or Subsidiary Company 197(14)

Vigil MechanismComposition of Audit Committee

117(8) Recommendations not accepted



Declaration by Independent Director

Details relating to DepositDetails of Director & KMPGeneral disclosures



ESOP & Sweat Equity ShareStatement of affairs of the

company Turnover

Profit

Production of year

Director Perception of Future of Company

Order of Court Umesh Ved & Associates Company Secretaries


Details of employees drawing salary above prescribed limits(LISTED) 197(12)

Conservation of energy, technology absorption & Foreign exchange dealing Rule 8(3)

Director Responsibility Statement 135(4)


Other details The names of Companies which have

become or ceased to be its Subsidiaries,Joint ventures or associated company during the year.

The change in the nature of business, if any;The financial summary or highlights;The details in respect of adequacy of internal

financial controls with reference tothe financial Statements.

Major evens concerning the company are highlighted.


Thank you


Director’s Report -Ahmedabad Chapter Programme 21.03.2015 Umesh Ved Practicing Company Secretary.

Documents

Transcript of Director’s Report -Ahmedabad Chapter Programme 21.03.2015 Umesh Ved Practicing Company Secretary.