This is a Report from the Board of Directors (Board) of the Company that is attached to the Financial Statements of the Company. It is prepared based on the stand alone financial statements of a Company and reports on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report.
The Companies Act, 2013 lists out the matters that have to be included in the Report. Any further information can be added, suo-moto, by the Board of the Company.
The Board’s Report of a One Person Company (OPC), Small Company, Private Limited Company, Section 8 Company, Unlisted Public Company and a Listed Company have some common information to be given and some information that are specific to a particular form of Company.
Broad heads under which Information to be given :
➔Directors’ Responsibility Statement;
➔Statement on declaration given by independent directors
➔Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters
➔Details in respect of frauds reported by auditors
➔Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—
●by the auditor in their report; and
●by the company secretary in practice in their secretarial audit report;P
➔Particulars of contracts or arrangements with related parties
➔The state of the company’s affairs;
➔Financial information as required eg. Transfer to reserves, Dividend, particulars of loans, guarantees or investments
➔material changes and commitments, if any, affecting the financial position of the company
➔the conservation of energy, technology absorption, foreign exchange earnings and outgo
➔a statement indicating development and implementation of a risk management policy for the company
➔the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;
➔In case of a listed company and such other public company a statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made
Signing of Board’s Report
For all Companies except OPC
The Board’s report and any annexures thereto shall be signed by Chairperson of the company if he is authorised by the Board.
Where he is not so authorised, it shall be signed by at least two directors, one of whom shall be a managing director, if any.
One Person Company
The Board’s Report will be signed only by one director, for submission to the auditor for his/her report thereon
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Preparation of Draft Board’s Report
This is the Report which is direct communication between the Board of Directors and shareholders of the Company
Board’s Report is to be prepared by all types of Company
This has to be filed in Form AOC-4 with the Financial Statements. No separate form is needed to be filed for it.
AOC-4 to be filed within 60 days from AGM date
If Board’s Report not duly prepared, the company is liable to a penalty of three lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees.
Documents required for preparation of Board Report
Draft Auditors’ Report
Draft Financial Statements
Board’s Report for previous year
Statutory Auditor details
List of Board/Committee Meetings with attendance of each director
What all you get
all inclusive fees
Drafting of Board’s Report for OPC and Private Limited Company including