COMPANIES ACT, 2013 SECTION 134: FINANCIAL STATEMENT,BOARD’S REPORT ETC. By: CHIRAG SHAH & ASSOCIATES SAMDANI SHAH & ASSOCIATES [email protected] www.

COMPANIES ACT, 2013

SECTION 134: FINANCIAL STATEMENT,BOARD’S REPORT ETC.

By:CHIRAG SHAH & ASSOCIATESSAMDANI SHAH & [email protected]. samdanishah.com

SECTION 134KEY POINTS

A. Contents of Directors ReportB. AttachmentC. Director Responsibility StatementD. SignatureE. Penalty

A) ANNUAL DISCLOSURE:SR NO.

CONTENTS OF THE REPORT REFERENCE  TO ACT/RULE

1. Financial  Summary/Highlights, Operations, State of Affairs

Section 134Rule 8(5)(i) of Cos(Accounts) Rules, 2014

2. Events Subsequent to the date of Financial statements

Section 134(3) (l)

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 forwarded to Reserves.

Section 134 (3) (k)& (j)

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)

SR. NO.

CONTENTS OF THE REPORT REFERENCE  TO ACT/RULE

8. Information about the Financial Performance / Financial Position of the Subsidiaries / Associates/ JV

Rule 8(1) of Cos(Accounts) Rules, 2014Rule 8(5) of Cos (Accounts) Rules, 2014

9. Extract of Annual Return ( MGT 9)

Section 134(3) (a)

10. Auditors Qualification in Auditors reports

Sections 134 139, 140Rules 3,5,6 of Cos. (Audit & Auditors) Rules, 2014

11. Conservation of Energy, Technology Absorption And Foreign Exchange Outgo

Section 134 (3) (m)Rule 8 of Cos (Accounts) Rules, 2014

12. Significant & Material orders Passed by the Regulators if any

Rule 8 (5) (vii) Cos (Accounts) Rules, 2014

13. Details of Adequacy of Internal Financial Controls, if applicable

Rule 8(5) (viii) Cos( Accounts) Rules, 2014

14. Particulars of Loans, Guarantees or Investments

Section 134(3) (g)

SR NO.

CONTENTS OF THE REPORT REFERENCE  TO ACT/RULE

15. Risk Management Policy Section 134(3) (n)

16. Corporate Social Responsibility PolicyReason for not spending

Section 134(3) (o)Rule 8 of Cos. (CSR Policy) Rules,2014

17. Related Party TransactionsJustification for Entering into Related Party Transactions

Section 134(3) (h) &Rule 8(2) of Cos. (Accounts) Rules,2014Section 188(2)

ADDITIONAL DISCLOSURE BY LISTED AND CERTAIN PUBLIC COMPANIES:

Along with above said applicability, Listed Companies shall further include following contents in Board’s Report

SR NO.

CONTENTS OF THE REPORT REFERENCE  TO ACT/RULE

1. Declaration from Independent Directors on Annual basis

Section 134(3) (d)

2. composition of Audit CommitteeReasons 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.

Section 177(8)Proviso to Section 178 (4)& Section 134

SR NO.

CONTENTS OF THE REPORT REFERENCE  TO ACT/RULE

3. Vigil Mechanism Proviso to Section 177(10)

4. Director’s Responsibility StatementDirectors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectivelyDirectors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Section 134 (3) (c) & 134 (5)

5. Secretarial Audit:Qualifications in Audit Reports, (by the company secretary in practice in his secretarial audit report)

Section 204(3)

SR NO.

CONTENTS OF THE REPORT REFERENCE  TO ACT/RULE

6. Disclosures of Ratio of remuneration to each director ( Only Listed Company)

Section 197(12)Rule 5 (1) (2) & (3) of Cos (Appointment & Remuneration) Rules, 2014

7. Confirms that the Company paid the listing fee for FY 2015-16 to Stock Exchanges where the Company Shares are listed.

8. Corporate Governance and Shareholders InformationA report on Corporate Governance as laid down in Clause 49 of the Listing Agreement

NBFC, HOUSING COMPANIES… ETC.

SR. NO.

CONTENTS OF THE REPORT REFERENCE  TO ACT/ RULE

Industry based disclosures as mandated by  the respective Laws governing the Company

ADDITIONAL DISCLOSURE BY THE COMPANIES ACCEPTING DEPOSITS

SR. NO.

CONTENTS OF THE REPORT REFERENCE  TO ACT/RULE

Details relating to Deposits, covering the following :Accepted during the year;Remained unpaid or unclaimed as at the end of the year;I. 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

Section 73, 74 & 76Rule 8(5)(v) of Cos( Accounts) Rules, 2014

B) EVENT BASED DISCLOSURES:

SR. NO.

CONTENTS OF THE REPORT REFERENCE  TO ACT/RULE

Issue of Sweat Equity Share

Issue of Shares with Differential Rights

Issue of Shares under Employees Stock Option Scheme

Disclosure on Purchase by Company or giving of Loans by it for purchase of its shares

Section 67 (3)

About Buy Back Shares

Disclosure About Revision in the financial statements

Yet to be Notified

C. DIRECTOR RESPONSIBILITY STATEMENTThe Directors’ Responsibility Statement

referred to in clause (c) of sub-section (3) shall state that—

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

D.     SIGNATURE

The Directors Report and its annexure shall be signed by the

Chairperson of the Company where he is authorized by the Board.

In case of no authorization, 2 Directors, one of whom shall be a managing director or by the Director where there is one director only.

F.     PENALTY

The Company

Fine : Not less than 50,000 but may extend to Rs.25

lakh

COMPANIES ACT, 2013

SECTION 92: ANNUAL RETURN

KEY POINTS

Preparation of Annual Return:Particulars of Annual Return:Authentication of Annual Return:Certification of Annual Return by PCS:Extract of  Annual Return:Filing of Annual Return Inspection of Annual ReturnPreservation of annual return:Copies of Annual Return:Annual Return by Foreign Company:

SR NO

ANNUAL RETURN CONTENT

1. Preparation of Annual Return

Every company shall prepare a return in Form No.MGT-7 containing the particulars as they stood on the close of the financial year.

2. Particulars of Annual Return

• registered office, • principal business activities, particulars of its holding, subsidiary and associate companies;•shares, debentures and other securities and shareholding pattern•indebtedness•members and debenture-holders along with changes therein since the close of the previous financial year

SR NO

PARTICULARS OF THE ANNUAL RETURN

CONTENT

•promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;

•meetings of members or a class thereof, Board and its various committees along with attendance details

•remuneration of directors and key managerial personnel

•penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment

Sr. No.

Content

•matters relating to certification of compliances, disclosures as may be prescribed; ( MGT-8)

•details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them

3. AUTHENTICATION OF ANNUAL RETURN

All Companies (Except OPC &Small Co.)

a director and the company secretary

where there is no company secretary, by a

PCS

4. CERTIFICATION OF ANNUAL RETURN BY PCS:

The annual return, filed by a listed company or, by a company having such paid-up

capital of Rs.10 Crores or more or turnover of Rs.50 Crores or more shall be certified by a  PCS in Form No.

MGT-8 stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

5. EXTRACT OF  ANNUAL RETURN:

An extract of the annual return in Form No MGT-9 shall form part of the Board’s report.

6. FILING OF ANNUAL RETURN:

Every company shall file a copy of the annual return with the Registrar.

If AGM is held-

within 60 days from the date on which the AGM is held

7. INSPECTION OF ANNUAL RETURN:

Copies of  Annual return shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.

8. PRESERVATION OF ANNUAL RETURN:

Copies of all annual returns and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of 8 years from the date of filing with the Registrar.

9. COPIES OF ANNUAL RETURN:

Copies of the Annual return shall be furnished to any member, debenture-holder, other security holder or beneficial owner of the company or any other person on payment of such fee as may be specified in the Articles of Association of the company but not exceeding rupees ten for each page and such copy shall be supplied by the company within a period of seven days from the date of deposit of fee to the company.

10. ANNUAL RETURN BY FOREIGN COMPANY:

Every foreign company shall prepare and file, within a period of sixty days from the last day of its financial year, to the Registrar annual return in Form FC.4 along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars as they stood on the close of the financial year.

29

11. PENAL PROVISIONS

29

The Company

Fine : Not less than 50,000 but may extend to 5 lakh

THANK YOU

By:CHIRAG SHAH & ASSOCIATESSAMDANI SHAH & ASSOCIATESCompany [email protected]. samdanishah.com