Checklist for Drafting of Directors Report

The director’s report is a mandatory financial document attached to the balance sheet before the annual general meeting(AGM) filed at the end of every financial year. The main aim behind drafting a director report is to explain to the shareholders the financial positions and business operations of the company. Section 134 of the Companies Act, 2013 laid provisions for the director’s report.

Maintaining corporate transparency is the main objective of the MCA. Financial reporting is a relevant part of any business in India and drafting of director’s report aids in the financial reporting of the company. Here is a checklist for drafting of director’s report as per the latest amendments.

What is a Director’s Report?

Section 134 of the Companies Act, states that a company should attach their financial statements laid in the AGM. The board of directors are responsible for making this report. The director’s report contains the following items-

• The summary of the financial results and the operational performance of the company.
• The statement of directors’ responsibility.
• Explanations by the board on the adverse remarks made by the statutory or secretarial auditor.
• The director’s report mentions the recommended dividends and transfers to reserves.
• The particulars of party transactions.
• The report should also have a brief description about corporate social responsibility along with particulars of loans, guarantees, and investments.
• It should also contain details about the foreign exchange earnings, conservation of energy, etc.
• Lastly, it should also contain details of the directors and the number of board meetings.

Companies are required to submit statutory accounts reports every financial year. These reports also include the director’s report, balance sheets, and profit and loss statements.

The objective of a directors’ report

The directors report aids in better understanding of the financial status of the company. It showcases whether the company has the capacity for further growth and also describes the performance of the company. It also helps in better understanding the regulatory compliances followed by the company.

15 key highlights of the Contents of Directors’ report( Except for OPC and Small Companies)

• The director’s report has the audited statement of accounts for the current financial year.
• It discusses the financial summary of the company including the profits before tax and after-tax, balance in profit and loss account, and the closing balance.
• The report briefly states the state of the company’s affairs. The type of business and the details of board meetings and the gap between two board meetings as per section 134(3)(b).
• The details of the director’s appointment or resignation under section 134(3)(q) of the Companies (Account) Rules, 2014.
• It also discloses the web link of the annual return as per section 92(3).
• Most importantly, it has the director’s responsibility statement. This statement has all the information on the accounting standards, and policies.
• The report also discloses details about the inter-corporate loans according to section 186 of the Companies Act.
• It contains the report on the performance of the subsidiaries, joint ventures, and the associate companies. It also contains the names of companies which have ceased to be subsidiaries, associate companies, or joint ventures.
• It is also mandatory to mention the explanations on auditor qualifications.
• The director’s report contains the recommendations on the rate of dividends and any material events affecting the financial statements.
• It contains the risk management policies.
• The report discusses about the conservation of energy and technology absorption.
• The director’s report has in-depth information on the foreign exchange earnings.
• The director’s report also has the cost record of the company.
• Lastly, it mentions the details of any significant order passed by any Court or Tribunal.

Attachments to the Director’s Report

• Form AOC-2 ( As per Section 134(3) of the Companies Act, 2013 along with Rule 8(2) of the Companies (Accounts) Rules, 2014)
• Form MR-3
• Annual report on the corporate social responsibilities activities
• Secretarial audit report

The signing of Directors Report

According to Section 136(6) of the Companies Act, 2013, the director’s report should be signed by the chairperson of the company or if he is not authorized then it should be signed by at least 2 directors of which 1 is the managing director.

Amendments in the director’s report

The MCA has issued a notification in March 2021 for the amendment of the Companies (Accounts) Rules, 2014 for enhancing the disclosures required to be made by the company in the directors/ board report.

The MCA has made amendments for increasing the stringencies in compliances.

Is it mandatory to submit the director’s report?

As per the Companies Act, 2013, companies are liable to submit the director’s report in every financial year.

Checklist for drafting directors report

Following is the checklist for drafting directors report by companies like OPCs, small,  private, public, and listed companies-

Events based disclosures

• All the companies have to submit the details about the CSR committees, policies, and the initiatives under section 134(o) and section 135 r/w rule 8 of the CSR Rules.
• These companies should also make disclosures under section 177(9) read with rule 7 Cos (Meetings of the BoD) Rules on the establishment of a vigil mechanism which is applicable to companies which deal with deposits from the public or which have borrowed money from any bank or FI in excess of Rs. 50 Cr.
• Issue of the equity shares along with the differential rights, sweat equity, and ESOS.
• Lastly, the companies have to disclose about the voting rights which are not exercised directly by the employees in respect of the shares under Sec 67(3) r/w Rule 16 of Cos(Share Cap & Debenture) Rules.

Mandatory Disclosure to be made by the Public company and Listed Company

Public Companies have to disclose about the receipt of any commission by the MD or the WTD from the company. They also have to disclose about receiving commission or remuneration from its holding or subsidiary under section 194(14).

1. By Public Company
   • It is mandatory to attach the declaration by independent directors, disclose any detail regarding the reappointment of independent directors.
   • The secretarial audit report is also submitted along with the composition of the audit committee.
   • The companies have to disclose the corporate governance requirements.

2. Listed Company: Listed companies have to mandatorily disclose the ratio of remuneration of each director to their median employee remuneration. They also have to voluntarily revise the financial statements or the board’s report.

Conclusion

Companies Act, 2013 has made it mandatory to submit director report during AGM. If the company fails to comply with this rule, then Rs. 50,000 and Rs. 25 Lakh penalty is imposed on the company under section 134. The officers in default can be imprisoned for 3 years or a fine will be imposed Rs. 50,000 to Rs. 5 Lakh or both. Therefore, it is necessary to verify the checklist for the drafting of director’s report and submit the same on time.