What is the Director’s Report
The Director’s report is a financial document produced by the Board of Directors which is required by the larger limited companies to file at the end of the financial year under the Companies Act 2013. Financial reporting is a relevant part of the business which details the state of the company and its compliance with a set of financial, accounting and corporate social responsibility standards. In this article, we will let you know the contents of Directors’ report.
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Contents of Directors’ report
Mandatory Disclosure to be made by every company (Except OPC and Small Company)
- State of Company’s Affairs-S 134(3)(I): The first and foremost thing is the financial results of the year which will show the Net profit before tax and the Net profit after tax and the appropriation of profit including the transfer to general reserve which is left to the Director to decide. The report will be maintained yearly by mentioning the total sales and Income. Besides, it points out the problems faced by the company which has affected the Profits and measures that have been taken to improve the working and reduces the costs.
- Web Link of annual return: If any, the web address under section 92 subsection(3) has been placed.
- A number of Board Meeting 134(3) (b): The number of board meetings held during the year along with the date, Number and date of a committee meeting held and no. of a board meeting attended by each director should be mentioned.
- Inter-corporate loans and Investments- 186: It requires to disclose that the company has complied with the provision of section 186 of companies act 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year.
- Related Party Transaction-188: It requires all the transactions entered along with the justification for entering into such a contract and arrangement by the company during the financial year.
- Subsidiaries, JVs or Associate Companies- Rule 8(5)(iv): It contain the name of the company that is ceased to be its subsidiaries, Joint Venture or associate company.
- Report on the performance of subsidiaries, associates companies, and Joint Ventures: The Directors’ report shall contain a separate section wherein a report on the performance and financial position of each Subsidiary and associate and Joint venture company.
- Details of Directors as per section 134(3)(q) of companies (Account) Rules,2014: Board Report must mention the Director/KMP appointment and resignation during the year.
- Explanation on Auditor Qualification-S 134 (3)(f): It is mandatory to mention Explanation or comments on every qualification, reservation or adverse remarks made by the Statutory Auditor or Secretarial Auditor in its report.
- Dividends-S 134 (3)(K): Report shall contain the recommendation of the Board as to the rate of dividend for the year under review for the approval of members at the AGM.
- Material Events Occurring after Balance Sheet Date-S 134(3)(L): Directors’ report shall include the items of knowledge that might influence the decision of the use of the financial statement.
- Transfer To Reserve-S 134(3)(J): The board shall state the amount which it proposes to any reserve in the Balance Sheet like debenture redemption reserve in terms of section 71(13) etc.
- Risk Management Policy-S 134(n): It includes the identification of elements of risk if there is any. This is the opinion of the Board may threaten the existence of the company.
- Constitution of Committee- Sexual Harassment at Workplace: In the board report, the company shall disclose the constitution of a committee for Sexual Harassment of Women & workplace.
- Financial Highlights & change in the nature of business-Rules 8 (5)(i) & (ii): The Directors’ report shall disclosure on financial summary and change in the nature of the business must be mentioned.
- Voluntary revision of financial statement or Board Report-S 131: the detailed reason for the revision of such financial statement must be disclosed.
- Adequate Internal Financial Control- Rule 8(5)(vii): In the private limited company, it is required to comment only on the adequacy of Internal Financial Control [ section- 134(5)(e)] and not on its effectiveness.
- Conservation of energy, technology absorption & foreign exchange dealing: Rule 8(3):
The board report shall contain the following details:
(A) Conservation of energy—
- Impact on the conversation of energy
- company utilization of alternative sources
- the capital investment on energy conservation types of equipment
(B) Technology absorption—
- The efforts made towards the technology absorption
- Advantages of product improvement, cost reduction, product development or impact substitution
- Imported technology— The details of imported technology and year of import, whether it is fully absorbed or not. If not then the reason and areas must be mentioned
- Research and development expenditure
(C) Foreign Exchange earnings and outgo—
It is in terms of actual inflows during the year and the Foreign exchange outgo during the year in terms of actual outflows.
19. Director Responsibility statement 134 (3)(c): It refers to clause (c) of sub-section (3) which has mentioned the three things:
- Accounting standards
- Accounting Policy
- Proper and efficient care for three things:
* Going concerns
* Adequate Internal Financial Control
*Compliances with all applicable law
20. Cost Record: If this provision does not apply to the company then it has to give the details in Director’s report that company has maintained proper records and account of the same as required under the act.