Disclosures to be made in Annual Report By Listed, Public and Private Limited Co's

          General Checklist of Disclosures to be made in Annual Report By

                Listed, Public and Private Limited Companies

     BY CS K VINOTH & CS D HEM SENTHIL RAJ

Section	Rule/ Clause	Particulars	Applicability			Remarks
			Listed	Public	Private
92 (3) and 134 (3) (a)	Rule 11 of The Companies (Management and Administration) Rules, 2014.	Extract of Annual Return – Form No. MGT - 9	Yes	Yes	Yes	Shall be Provided as an Annexure to Board’s Report.
134 (3) (b)		Number of Meetings of Board.	Yes	Yes	Yes
134 (3) (c)		Director’s Responsibility Statement – As per 134 (5) of CA, 2013.	Yes	Yes	Yes
134 (3) (d)		A Statement on declaration given by Independent Director under Section 149 (6) of CA, 2013.	Yes	Yes	Yes	Not Mandatory for Private Limited Companies, Public Limited Companies which not fall under the ceiling limit specified in Rule 4 of The Companies (Appointment and Qualification of Directors) Rules, 2014, However, in case of Voluntary appointment of Independent Directors, a statement regarding their declaration shall be included.
134 (3) (e) and 178 (3)		Company’s policy on director’s appointment and remuneration for directors, KMP and other employees including criteria for determining qualifications, positive attributes, independence of directors.	Yes	Yes	No	Not Mandatory for Public Limited Companies, which falls below the ceiling limit prescribed as per Rule 6 of The Companies (Meetings of Board and its Powers) Rules, 2014.
134 (3) (f) (i)		Explanation or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report.	Yes	Yes	Yes
134 (3) (f) (ii)		Explanation or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in his secretarial audit report.	Yes	Yes	No	Not Mandatory for Public Limited Companies, which falls below the ceiling limit prescribed as per Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
134 (3) (g)		Particulars of loans, Guarantees or investments under Section 186.	Yes	Yes	Yes	As per Section 186 (4) Companies are also required to disclose the full particulars of loans given, guarantee given or security provided and purpose for which the loan or guarantee or security proposed to be utilised by the recipient of loan or guarantee or security in the financial statement.
134 (3) (h) and Section 188 (2)	Rule 8(2) of The Companies (Accounts) Rules, 2014	Particulars of contracts or arrangements with related parties – Form AOC – 2.	Yes	Yes	Yes
134 (3) (i)		State of the Company’s Affairs.	Yes	Yes	Yes
134 (3) (j)		The Amounts, if any, which is proposed to be carried to any reserves.	Yes	Yes	Yes
134 (3) (k)		The Amounts, if any, which is recommended to be paid as dividend.	Yes	Yes	Yes
134 (3) (l)		Material changes and commitments, if any affecting the financial position of the Company which have occurred between the end of the FY of the Company to which financial statement relate and the date of report.	Yes	Yes	Yes
134 (3) (m)	Rule 8(3)(A), (3)(B) and (3)(C) of The Companies (Accounts) Rules, 2014.	The conservation of energy, technology absorption, foreign exchange earnings and outgo.	Yes	Yes	Yes
134 (3) (n)		A Statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which is opinion of the Board may threaten the existence of the Company.	Yes	Yes	Yes
134 (3) (o) and 135 (4) (a)	The Companies (Corporate Social Responsibility) Rules, 2014.	The details about the policy developed and implemented by the Company on CSR initiatives taken during the year.	Yes	Yes	Yes	Format of reporting shall be as per annexure attached to The Companies (Corporate Social Responsibility) Rules, 2014.
134 (3) (p)	Clause 49 IV(B)	A Statement indicating the manner in which formal evaluation has been made by the Board of its own performance and that of its committees and individual directors. Also the Remuneration policy and evaluation criteria to be disclosed in the AR.	Yes	Yes	No	Applicable only to listed and public company having paid-up capital of twenty five Crore rupees or more calculated at the end of the preceding financial year.
134 (3) (q)	Rule 8 (5) (i) of The Companies (Accounts) Rules, 2014.	The financial summary or highlights.	Yes	Yes	Yes
134 (3) (q)	Rule 8 (5) (ii) of The Companies (Accounts) Rules, 2014.	The change in the nature of business, if any.	Yes	Yes	Yes
134 (3) (q)	Rule 8 (5) (iii) of The Companies (Accounts) Rules, 2014.	The details of directors or key managerial personnel who were appointed or have resigned during the year.	Yes	Yes	Yes
134 (3) (q)	Rule 8 (5) (iv) of The Companies (Accounts) Rules, 2014.	The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.	Yes	Yes	Yes
134 (3) (q)	Rule 8 (5) (v) of The Companies (Accounts) Rules, 2014.	The details relating to deposits, covered under Chapter V of Companies Act, 2013.	Yes	Yes	Yes
134 (3) (q)	Rule 8 (5) (vi) of The Companies (Accounts) Rules, 2014.	The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.	Yes	Yes	Yes
134 (3) (q)	Rule 8 (5) (vii) of The Companies (Accounts) Rules, 2014.	The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.	Yes	Yes	Yes
134 (3) (q) & 134(5)(e)	Rule 8 (5) (viii) of The Companies (Accounts) Rules, 2014.	The details in respect of adequacy of internal financial controls with reference to the Financial Statements.	Yes	Yes	Yes
		In case of listed entities a internal financial control policy shall be laid down and the directors shall affirm that such policy are adequate and were operating effectively.	Yes	No	No
135		Annual Report on corporate social responsibility (CSR) activities and spend of CSR Amount.	Yes	Yes	Yes	In case the company is unable to spend the requisite CSR the amount, the same shall be given in the Annual Report by way of justification.
135 (2)		Composition of CSR Committee.	Yes	Yes	Yes
138		Internal Auditor Details.	Yes	Yes	Yes	Applicable to Public and Private Limited Company based on the ceiling limit specified in Rule 13 of The Companies (Accounts) Rules, 2014.
139		Statutory Auditor Details.	Yes	Yes	Yes
	Rule 8 (1) of The Companies (Account) Rules, 2014	A separate section on report on the performance and financial position of each of the subsidiaries, associates and joint venture companies.	Yes	Yes	Yes
177 (8)	Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014.	Composition of Audit Committee and where the Board had not accepted any recommendation of the Audit Committee, the same shall be disclosed with reason.	Yes	Yes	No	Applicable to Public Limited based on the ceiling limit specified in Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014.
177(10)	Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014.	Details of Establishment of Vigil Mechanism Policy.	Yes	Yes	Yes	Applicable based on the criteria given in the Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014.
129(3)	Rule 5 of The Companies (Accounts) Rules, 2014.	Form of Statement containing salient features of financial statements of subsidiaries.	Yes	Yes	Yes
197 (12)	Rule 5 (1) (i) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	The ratio of remuneration of each director to the median employee’s remuneration of the Company for the FY.	Yes	No	No
197 (12)	Rule 5 (1) (ii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	Yes	No	No
197 (12)	Rule 5 (1) (iii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	The percentage increase in the median remuneration of employees in the financial year.	Yes	No	No
197 (12)	Rule 5 (1) (iv) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	The number of permanent employees on the rolls of company	Yes	No	No
197 (12)	Rule 5 (1) (v) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	The explanation on the relationship between average increase in remuneration and company performance.	Yes	No	No
197 (12)	Rule 5 (1) (vi) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.	Yes	No	No
197 (12)	Rule 5 (1) (vii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year.	Yes	No	No
197 (12)	Rule 5 (1) (viii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Yes	No	No
197 (12)	Rule 5 (1) (ix) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company.	Yes	No	No
197 (12)	Rule 5 (1) (x) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	The key parameters for any variable component of remuneration availed by the directors.	Yes	No	No
197 (12)	Rule 5 (1) (xi) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.	Yes	No	No
197 (12)	Rule 5 (1) (xii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	Affirmation that the remuneration is as per the remuneration policy of the company.	Yes	No	No
197 (12)	Rule 5 (2) (i) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	A statement showing the name of every employee of the company, who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees.	Yes	Yes	Yes	Statement shall indicate the particulars as specified in the Rule 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
197 (12)	Rule 5 (2) (ii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	A statement showing the name of every employee of the company, who if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month.	Yes	Yes	Yes	Statement shall indicate the particulars as specified in the Rule 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
197 (12)	Rule 5 (2) (iii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	A statement showing the name of every employee of the company, who if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.	Yes	No	No	Statement shall indicate the particulars as specified in the Rule 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
204		Secretarial Auditor Details	Yes	Yes	No	Applicable to Public  Limited Company based on the ceiling limit specified in Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,  2014.
204 (1)	Rule No. 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	Secretarial Audit Report in Form No. MR - 3	Yes	Yes	No	Not Mandatory for Public Limited Companies, which falls below the ceiling limit prescribed as per Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
134	Clause 32(ii)	Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.	Yes	Yes	Yes
-	Clause 49 (D) (ii)	Declaration with respect to compliance with the code of conduct signed by CEO.	Yes	No	No
-	Clause 49 (G) (i)	In case of the appointment of a new director or re-appointment of a director the shareholders must be provided with the information referred in Clause 49 (G) (i) (a) (b) (c) (d).	Yes	No	No
-	Clause 49 (G) (ia)	Disclosure of relationships between directors inter-se.	Yes	No	No
-	Clause 49 (VI) (i)	Separate section on Corporate Governance in the Annual Reports of company, with a detailed compliance report on Corporate Governance. Non-compliance of any mandatory requirement of this clause with reasons thereof and the extent to which the non-mandatory requirements have been adopted should be specifically highlighted.	Yes	No	No	List of items to be included in this report is given in Annexure- I C and list of non-mandatory requirements is given in Annexure – I D of Clause 49
-	Clause 49 (VII)	A certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in this clause and annex the certificate with the director’s report.	Yes	No	No
-	Clause 49	Listing with Stock Exchanges	Yes	No	No
-	Clause 31 (a)	Information on “Matters of Emphasis” in Auditors Report.	Yes	No	No
-	Clause 31(a)	Form A/B – Qualified/Unqualified Certificate for the manner of dealing with Audit Reports by Listed Entities	Yes	No	No
-	Clause 49	Business Risk Management Committee.	Yes	No	No
-	Clause 55	Business Responsibility Reporting.	Yes	No	No
-	Clause 49(D)	Management Discussion and Analysis Report	Yes	No	No
-	Clause 49 (B)(5a)	Criteria for performance evaluation of the Board as laid down by the Nomination & Remuneration Committee	Yes	No	No
-	Clause 49(B)(7)	Web link in AR for details of Familiarisation Programmes for Independent Directors	Yes	No	No
-	Clause 49(V)(D)	Policy on Determination of Material Subsidiary(ies)	Yes	No	No
-	Clause 49 VII (A)(2)	Policy on dealing with Related Party Transactions (RPT) including Material Related Party Transactions	Yes	No	No
-	Clause 49(C)(4)	Details of Shares & convertible instruments held by Non-Executive Directors	Yes	No	No

                                                                                               By

CS D HEM SENTHIL RAJ

CS K VINOTH