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Section 134 of COMPANIES ACT, 2013

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INTRODUCTION
The

Boards Report is 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
Boards Report at every Annual General Meeting.
The Boards Report, thus, is a comprehensive
document circumscribing both financial and nonfinancial information.

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CONTENTS
1.
2.
3.
4.
5.
6.
7.

Details of Financial results of Both Previous and


Financial Year,
Details about Companys affairs and future outlook,
Details related to any changes in nature of Business, if
any
Details of Dividend, if declared,
Extract of Annual Return in Form MGT-9 as an
Annexure
Information about No. of Board meetings
Details about Loans, Guarantee & Investments u/s 186

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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,

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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

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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.

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Disclosure pursuant to the Listing


Agreement
Clause 32
In 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 companys securities are listed and also confirmation
that annual listing fee has been paid to each such exchange.

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Clause 49
Revised 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 Governance
Except 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 Crores
For exempted companies needs to give disclosure for
compliances under clause 49 of the listing agreement
for the year 2014-15.

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APPROVAL
The Boards Report should
be considered, approved
and signed

At the Board
Meeting

Not To Be Dealt

By means of a
resolution
passed by
circulation

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In any meeting
held through
video
conferencing or
other audio
visual means.

As per Secretarial Standard-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 Directors Report.

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Restricted Items
APPROVAL OF

Annual Financial
Statement
Boards Report
Prospectus

MATTERS
RELATING TO

Amalgamation
Merger, DeMerger
Acquisition
Takeover

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

SECRETARIAL STANDARD
Notified on 23rd April, Applicable w.e.f 01st July,
2015
2015

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SIGNING OF THE BOARDS REPORT


Required to be 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.

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FILING OF THE BOARDS 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 Boards Report is also
required to be filed to the Registrar within 30 days
from the approval by the Board.

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LIABILITY FOR MIS-STATEMENT


Punishable with :

Imprisonment

Fine

shall not be less than six


months but which may
extend to ten years

shall not be less than


the amount involved in
the fraud, but which
may extend to three
times the amount
involved in the fraud.

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