Directors Report 2015 - Matters to be covered

Index to Director’s Report

Applicable provisions of the Companies Act,2013 and Rules thereto that are required to be complied with in the Board’s Report.

By

M. Sundar, Company Secretary, Southern Spinners & Processors, Chennai

Sl.No	Particulars of Item	Companies Act,2013	Rule 8 of Companies (Accounts) Rules,2014
1.	Extract of the Annual Return in Form MGT 9 (Section 92 read with Rule 12 of The Companies (Management and Administration) Rules, 2014 –Chapter VII)	Sec 134 (3) (a)
2.	Number of Board Meetings	Sec 134 (3) (b)
3.	Director’s Responsibility Statement	Sec 134 (3) (c)
4.	Statement of Declaration of Independence by independent Directors that he meets the criteria provided u/s 149(6)	Sec 134 (3) (d)
5.	Company’s Policy on Directors’ appointment and remuneration, criteria for determining qualifications/ independence of a Director & matters covered u/s 178(3) (which also covers KMP & senior management)	Sec 134 (3) (e)
6.	Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by auditors & the Company Secretary in practice in his Secretarial Audit Report	Sec 134 (3) (f) and Sec 204
7.	Particulars of loans, guarantees or investments u/s 186.	Sec 134 (3) (g)
8.	Particulars of RPTs referred to u/s 188(1) along with justification for entering such contract/ arrangement.	Sec 134 (3) (h)	Rule 8(2) In AOC-2 format
9.	The State of the Company Affairs	Sec 134 (3) (i)
10.	Amount proposed to carry to any reserves	Sec 134 (3) (j)
11.	Amount recommended for payment of dividend	Sec 134 (3) (k)
12.	Material Changes and Commitments, if any affecting the financial position of the Company	Sec 134 (3) (l)
13.	Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo	Sec 134 (3) (m)	Rule 8(3)

Sl.No	Particulars of Item	Companies Act,2013	Rule 8 of Companies (Accounts) Rules,2014
14.	A statement indicating development and implementation of a risk management policy including identification of elements of risk which in the opinion of the Board may threaten the existence of the Company	Sec 134 (3) (n)
15.	Details about the CSR policy developed, implemented  and initiatives taken during the year	Sec 134 (3) (o)	Rule 9-Format as per CSR Policy Rules,2014
16.	Performance evaluation of the Board	Sec 134 (3) (p)	Rule 8 (4)
17.	Report on Performance and  Financial position of each subsidiaries, JV’s and Associates	Sec 134 (3) (q)	Rule 8 (1)
18.	The Financial summary or highlights	Sec 134 (3) (q)	Rule 8 (5)(i)
19.	The Change in the nature of business, if any	Sec 134 (3) (q)	Rule 8 (5)(ii)
20.	The Details of directors and KMP appointed /Resigned during the year	Sec 134 (3) (q)	Rule 8 (5) (iii)
21.	The Names of Companies which have become Subsidiaries, JV’s and Associates during the Year	Sec 134 (3) (q)	Rule 8 (5) (iv)
22.	Details relating to deposits, Chapter V of the Companies Act,2013	Sec 134 (3) (q)	Rule 8 (5) (v)
23.	Details relating to deposits which are not in compliance with the requirements of Chapter V of the Companies Act,2013	Sec 134 (3) (q)	Rule 8 (5) (vi)
24.	Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operation in future	Sec 134 (3) (q)	Rule 8 (5) (vii)
25.	Details in respect of adequacy of internal financial controls with reference to the financial statements	Sec 134 (3) (q)	Rule 8 (5) (viii)
26.	Particulars of Remuneration	Sec 197	Rule 5(2) of Companies (Appt & Rem) Rules,2014

Other General Items included in the Board’s Report

Sl.No	Particulars of Item	Companies Act,2013/  Companies (Accounts) Rules,2014
27.	Share Capital
28.	Auditors	Sec 204, Sec 148 & Cost Audit Rules
29.	Audit Committee and Vigil Mechanism	Sec 177 (8) & (10)
30.	Stakeholder’s Relationship Meeting	Sec 178 (5)