Boards’ Report under Companies Act, 2013

1. Boards’ Report under Companies Act, 2013 CS. Jayavant B Bhave Partner JDNASSA & ASSOCIATES Pune

2. Board Report • Changes • Contents as per Section • Directors Responsibility Statement • Signing Provisions • Other Sections Affecting Boards Report • Draft Rules and forms • Penal Provisions

3. Changes • Contents • Responsibility Statement • Signing • Attitude wise

4. Contents • Annual Report Extract • Number of meetings of the Board • Directors' Responsibility Statement • A statement on declaration given by independent directors • Company's policy on directors' appointment and remuneration • Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer - Statutory and Secretarial Audit • Particulars of Loans Guarantees and Investments under Section186

5. Contents • Particulars of contracts or arrangements with related parties • State of the company's affairs • The amounts to Reserves • Amount of Dividend • Material changes and commitments from financial year end • conservation of energy, technology absorption, foreign exchange earnings and outgo

6. Contents • Risk Management Policy • CSR disclosures • Formal annual evaluation of Board

7. Director Responsibility Statement • Applicable accounting standards had been followed • Accounting policies and applied them consistently • Maintenance of adequate accounting records • Going concern basis • Internal financial controls – Listed Companies • Proper systems to ensure compliance

8. Signing Requirements • Chairperson of the company if he is authorised by the Board and • where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director. • Must be approved at a Board Meeting Section 179 (3) (g)

9. Other Sections Affecting Boards Report • 92 (3): Annual Return Extract • 131 (1) : Revision of Board Report last three years • 135(2) Composition of the Corporate Social Responsibility Committee • Proviso to Section 135 (5) reasons for not spending the CSR amount • 177 (8) Audit Committee Composition and details of non acceptance of recommendations • 204 (1) Secretarial Audit shall be annexed

10. Other Sections Affecting Boards Report • Section 149 (10) Independent Directors appointment • Section 168 (1): Resignation of Directors details • Section 177(10): Vigil mechanism • Section 178(4) Nomination and Remuneration Committee • Section 197 (12) – Listed Companies to give ratio of Median of Employee Remuneration and Directors Salary – Listed Companies

11. Other Sections Affecting Boards Report • Section 197 (14): Receipt of remuneration from Holding Company disclosure • Section 448:

12. Rules • Standalone basis • Related Party as per form AOC 2 • Conservation of energy (Steps for conservation, steps for alternate source & capital Investment), Technology Absorption (Efforts made, benefits derived, imported technology, R & D exp) and Foreign Inflow & outflow • Annual evaluation of Board – Listed and Public over 5 Cr. • Other details: • Financial summary • Change in business • Change in KMPs • Change in Associate Companies JVs etc • Deposits • Deposits not in line with Chapter V • Orders of Tribunal passed • Adequacy of Internal Control system

13. Penal Provisions • Section 134 (8) Company 50000 (Min) – 2500000 (Max) • Officer - 50000 (Min) – 500000 (Max) / Three years imprisonment / both • Section 447 & 448: 6 Months to Three years and fine min (Amount of fraud to three times of amount of fraud)

14. Question & Answers, If any

15. Thank you 9822324168 jbbhave@gmail.com