COMPANIES ACT, 2013

Deepak SharmaFCS, LL.B, M.com

Ph. No. 91-9810904960

The Board’s Report is the most important means of communication by the Board of Directors of a company with its shareholders.

It is mandatory for the Board of Directors of every company to present financial statement to the shareholders along with its report, known as the “Board’s Report” at every Annual General Meeting.

The Board’s Report, thus, is a comprehensive document circumscribing both financial and non-financial information.

*INTRODUCTION

1. Details of Financial results of Both Previous and Financial Year,

2. Details about Company’s affairs and future outlook,

3. Details related to any changes in nature of Business, if any

4. Details of Dividend, if declared,

5. Extract of Annual Return in Form MGT-9 as an Annexure

6. Information about No. of Board meetings with Date

7. Details about Loans, Guarantee & Investments u/s 186

*CONTENTS

8. Details about Related party Transactions u/s 188 in form AOC-2 as an Annexure,

9. Details of Employees as per Rule 5(2) of the Companies(Appointment and Managerial Personnel Rules), 2014

10. Explanation about Auditors Remarks, if any

11. Details about material Changes after the close of Financial Year up to date of Report, if any,

12. Details of Directors,

13. Details of Subsidiary, Associate or Joint Venture,

*CONTENTS

14. Composition of Audit Committee and Vigil Mechanism, if applicable,

15. Details of Risk Management Policy,

16. Declaration by Independent Directors, if applicable,

17. Details about Statutory Auditors,

18. Details of Change in Capital, if any,

19. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & outgo,

20. Director Responsibility Statement

*CONTENTS

21. A statement on declaration given by Independent Directors u/s 149(6), if applicable

22. Company’ s policy on Directors appointment and remuneration u/s 178 (1), if applicable

23. The amounts , proposes to carry to any reserves, if any

24. The amount, recommended by way of dividend, if any

25. The details about Corporate Social Responsibility policy, if any

26. A statement indicating the formal evaluation has been made by the Board of its own and that of its committees and individual Directors, if applicable.

27. Any other matters as may be prescribed.

*CONTENTS

Clause 32In case the shares are delisted, the fact of delisting, together with reasons therefore; In case the securities are suspended from trading, the reasons thereof;The name and address of each stock exchange at which the company’s securities are listed and also confirmation that annual listing fee has been paid to each such exchange.

* Disclosure pursuant to the Listing Agreement

Clause 49Revised Clause of the standard Listing Agreement requires listed companies to give the following additional information in their annual reports:Management Discussion and Analysis Report (MDAR)Report on Corporate GovernanceExcept the requirement for appointment of a women director before 31st March, 2015, the Clause 49 of the Listing agreement is not mandatory w.e.f. 1st Oct., 2014 for a listed company having paid up capital less than Rs. 10 Crores or net worth less than Rs. 25 CroresFor exempted companies needs to give disclosure for compliances under clause 49 of the listing agreement for the year 2014-15.

*Contd.

*APPROVAL

Not To Be Dealt

by means of a

resolution passed by circulation

in any meeting

held through

video conferencing or other

audio visual

means.

The Board’s Report should be

considered, approved and

signed

At A Meeting of The Board

As per SS-1,

Any Director participating through electronic mode in respect of restricted items with the express permission of chairman shall however, neither be entitled to vote nor be counted for the purpose of quorum in respect of approval of Director’s Report.

*CONTD.

Restricted Items:

*CONTD.

Approval of

• Annual Financial Statement

• Board’s Report• Prospectus

Matters Relating to

• Amalgamation

• Merger, De-Merger

• Acquisition• Takeover

AND

• In meetings of Audit Committee for the consideration of annual financial statement including consolidated financial statement,

* SECRETARIAL STANDARD

Notified on 23rd April, 2015

Applicable on 01st July, 2015

Signed by:

Chairperson of the company if he is authorized by the Board and

If he is not so authorized, shall be signed by

(a) at least two directors, one of whom shall be a managing director, or

(b) by the director where there is one director.

* SIGNING AND DATING OF THE BOARD’S

REPORT

Copies of financial statement along with all documents required to be annexed should be filed with the Registrar of Companies within 30 days along with the prescribed fees, after the financial statement, including consolidated financial statement have been adopted at the Annual General Meeting.

Resolution for approving the Board’s Report is also required to be filed to the Registrar within 30 days from the approval by the Board.

* FILING OF THE BOARD’S REPORT

He shall be punishable with :

* LIABILITY FOR MIS-STATEMENT

Imprisonment

• shall not be less than six months but which may extend to ten years

Fine

•shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud.

*THANKYOUDeepak Sharma

Company secretaryFCS, LL.B, M.COM

Ph no. 91-9810904960E-mail :sjacorporate@gmail.com

DISCLAIMER: This presentation is for informational purposes only, and is not intended to provide specific legal advice.