BOARD’S REPORT AND DISCLOSURE UNDER COMPANIES ACT 2013

 BY SUSHMA GOWDA

INTRODUCTION

Attaching Boards report to every balance sheet is mandatory. Apart from giving a complete review of performance of company for the year under report, it highlights various disclosures having impact on business. It also highlight the future strategy of the company.

EMPLOYEE STOCK OPTION SCHEME

SEBI(Share based Employee benefits) Regulation 2014 provides for disclosures regards to ESOS and ESPS.

DISCLOSURE

As per RBI’s Directions, certain disclosure are required to be made by non-banking companies receiving deposits.

SIGNED A BOARD REPORT

Board’s report should be signed by the Chariman of the board, If so authorized and if not so authorized then by not less than 2 directors of the company, one of whom shall be managing director, where there is one.

DIRECTORS RESPONSIBILITY STATEMENT

In the Preparation of the financial statements, the applicable accounting standards had been followed

The directors had selected such accounting policies and applied them consistently

The director had taken proper and sufficient care for the maintenance of adequate accounting records.

The directors had prepared the financial statements on a going concern basis

The director, in the case of a listed company, had laid down internal financial controls to be followed by company.

The dire tors, had devised proper system to ensure compliance with the provision of all applicable laws.

MAMAGEMENT DISCUSSION AND ANLYSIS REPORT

Industry structure and developments

Opportunities and threat

Segment-wise or product-wise performance

Outlook

Risks and area of concern

Internal control systems and their adequacy

Discussion on financial performance with respect to operational performance

Material Developments in human resource industrial relations front, including number of people employed.

NOMINATION AND REMUNERATION COMMITTEE

Section 178(1) mandates all the listed company and such other class or classes as may be prescribed to have nomination and Remuneration committee.

The following class of companies shall have constitute Nomination and Remuneration Committee:

All public Companies with a Paid up share capital of 10 crore or more.

All public companies having turnover of 100 crore or more

All public companies, having its aggregate, outstanding loans or borrowings or debenture or deposits exceeding 50 crore or more.

PROVISION OF SECTION 134 OF COMPANIES ACT 2013

Section 134(5) referred to in clause (c ) section 134(3) of companies act 2013 shall state that

1. a) In the Preparation of the financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures,
2. b) The directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Profit and loss of the company for that period;
3. c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the company and for preventing and defecting fraud and other irregularities.
4. d) The Directors had prepared the financial statements on a going concern basis
5.  (e) 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