COMPANIES ACT, 2013 SECTION 134: FINANCIAL STATEMENT,BOARD’S REPORT ETC. By: CHIRAG SHAH & ASSOCIATES SAMDANI SHAH & ASSOCIATES www. samdanishah.com

SECTION 134 KEY POINTS A. Contents of Directors Report B. Attachment C. Director Responsibility Statement D. Signature E. Penalty

A) ANNUAL DISCLOSURE: SR NO. CONTENTS OF THE REPORTREFERENCE TO ACT/RULE 1. Financial Summary/Highlights, Operations, State of Affairs Section 134 Rule 8(5)(i) of Cos(Accounts) Rules, Events Subsequent to the date of Financial statements Section 134(3) (l) 3. Change in the Nature of Business, if anyRule 8(ii) of Cos (Accounts) Rules, Dividend, if declared & amount, if any, carried forwarded to Reserves. Section 134 (3) (k)& (j) 5. No of Board Meetings held duringSection 134 (3)(b) 6. Directors and Key Managerial PersonnelRule 5 (iii) of Cos. (Accounts) Rules, Director’s Responsibility StatementSection 134 (3) (c) & 134 (5)

SR. NO. CONTENTS OF THE REPORTREFERENCE TO ACT/RULE 8.Information about the Financial Performance / Financial Position of the Subsidiaries / Associates/ JV Rule 8(1) of Cos(Accounts) Rules, 2014 Rule 8(5) of Cos (Accounts) Rules, Extract of Annual Return ( MGT 9) Section 134(3) (a) 10.Auditors Qualification in Auditors reports Sections , 140 Rules 3,5,6 of Cos. (Audit & Auditors) Rules, Conservation of Energy, Technology Absorption And Foreign Exchange Outgo Section 134 (3) (m) Rule 8 of Cos (Accounts) Rules, Significant & Material orders Passed by the Regulators if any Rule 8 (5) (vii) Cos (Accounts) Rules, Details of Adequacy of Internal Financial Controls, if applicable Rule 8(5) (viii) Cos( Accounts) Rules, Particulars of Loans, Guarantees or Investments Section 134(3) (g)

SR NO. CONTENTS OF THE REPORTREFERENCE TO ACT/RULE 15. Risk Management PolicySection 134(3) (n) 16.Corporate Social Responsibility Policy Reason for not spending Section 134(3) (o) Rule 8 of Cos. (CSR Policy) Rules, Related Party Transactions Justification for Entering into Related Party Transactions Section 134(3) (h) &Rule 8(2) of Cos. (Accounts) Rules,2014 Section 188(2)

ADDITIONAL DISCLOSURE BY LISTED AND CERTAIN PUBLIC COMPANIES : Along with above said applicability, Listed Companies shall further include following contents in Board’s Report SR NO. CONTENTS OF THE REPORTREFERENCE TO ACT/RULE 1.Declaration from Independent Directors on Annual basis Section 134(3) (d) 2.composition of Audit Committee Reasons for not accepting the recommendations of the Audit Committee Policy laid down by the Nomination and Remuneration Committee for Remuneration of Directors, KMP &other employees and the Criteria formulated by the Committee for determining Qualifications, Positive attributes, Independence of a Director. Section 177(8) Proviso to Section 178 (4)& Section 134

SR NO. CONTENTS OF THE REPORTREFERENCE TO ACT/RULE 3. Vigil MechanismProviso to Section 177(10) 4.Director’s Responsibility Statement Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively Section 134 (3) (c) & 134 (5) 5.Secretarial Audit: Qualifications in Audit Reports, (by the company secretary in practice in his secretarial audit report) Section 204(3)

SR NO. CONTENTS OF THE REPORTREFERENCE TO ACT/RULE 6.Disclosures of Ratio of remuneration to each director ( Only Listed Company) Section 197(12) Rule 5 (1) (2) & (3) of Cos (Appointment & Remuneration) Rules, Confirms that the Company paid the listing fee for FY to Stock Exchanges where the Company Shares are listed. 8.Corporate Governance and Shareholders Information A report on Corporate Governance as laid down in Clause 49 of the Listing Agreement

NBFC, HOUSING COMPANIES… ETC. SR. NO.CONTENTS OF THE REPORTREFERENCE TO ACT/ RULE Industry based disclosures as mandated by the respective Laws governing the Company

ADDITIONAL DISCLOSURE BY THE COMPANIES ACCEPTING DEPOSITS SR. NO. CONTENTS OF THE REPORTREFERENCE TO ACT/RULE Details relating to Deposits, covering the following : Accepted during the year; Remained unpaid or unclaimed as at the end of the year; I.Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved. (i) at the beginning of the year (ii) maximum during the year (iii) at the end of the year. Details of deposits which are not in compliance with the requirements of Chapter V of the Act Section 73, 74 & 76 Rule 8(5)(v) of Cos( Accounts) Rules, 2014

B) EVENT BASED DISCLOSURES: SR. NO. CONTENTS OF THE REPORTREFERENCE TO ACT/RULE Issue of Sweat Equity Share Issue of Shares with Differential Rights Issue of Shares under Employees Stock Option Scheme Disclosure on Purchase by Company or giving of Loans by it for purchase of its shares Section 67 (3) About Buy Back Shares Disclosure About Revision in the financial statements Yet to be Notified

C. DIRECTOR RESPONSIBILITY STATEMENT The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) shall state that— The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) shall state that— a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

D. SIGNATURE The Directors Report and its annexure shall be signed by the Chairperson of the Company where he is authorized by the Board. In case of no authorization, 2 Directors, one of whom shall be a managing director or by the Director where there is one director only.

F. PENALTY The Company Fine : Not less than 50,000 but may extend to Rs.25 lakh Every officer in default Fine : Not less than 50,000 but may extend to Rs.5 lakh Imprisonment which may extend up to 3 years

COMPANIES ACT, 2013 SECTION 92: ANNUAL RETURN

KEY POINTS Preparation of Annual Return: Particulars of Annual Return: Authentication of Annual Return: Certification of Annual Return by PCS: Extract of Annual Return: Filing of Annual Return Inspection of Annual Return Preservation of annual return: Copies of Annual Return: Annual Return by Foreign Company:

SR NO ANNUAL RETURNCONTENT 1.Preparation of Annual Return Every company shall prepare a return in Form No.MGT-7 containing the particulars as they stood on the close of the financial year. 2.Particulars of Annual Return registered office, principal business activities, particulars of its holding, subsidiary and associate companies; shares, debentures and other securities and shareholding pattern indebtedness members and debenture- holders along with changes therein since the close of the previous financial year

SR NO PARTICULARS OF THE ANNUAL RETURN CONTENT promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year; meetings of members or a class thereof, Board and its various committees along with attendance details remuneration of directors and key managerial personnel penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment

Sr. No. Content matters relating to certification of compliances, disclosures as may be prescribed; ( MGT-8) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them

3. AUTHENTICATION OF ANNUAL RETURN All Companies (Except OPC &Small Co.) a director and the company secretary where there is no company secretary, by a PCS OPC and small company the company secretary where there is no company secretary, by the director of the company

4. CERTIFICATION OF ANNUAL RETURN BY PCS: The annual return, filed by  a listed company or,  by a company having such paid-up capital of Rs.10 Crores or more or  turnover of Rs.50 Crores or more shall be certified by a PCS in Form No. MGT-8 stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

5. EXTRACT OF ANNUAL RETURN: An extract of the annual return in Form No MGT-9 shall form part of the Board’s report.

6. FILING OF ANNUAL RETURN: Every company shall file a copy of the annual return with the Registrar. If AGM is held- within 60 days from the date on which the AGM is held If no AGM is held in any year- AR within 60 days from the date on which the AGM should have been held together with the statement specifying the reasons for not holding the AGM with such fees or additional fees

7. INSPECTION OF ANNUAL RETURN: Copies of Annual return shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.

8. PRESERVATION OF ANNUAL RETURN: Copies of all annual returns and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of 8 years from the date of filing with the Registrar.

9. COPIES OF ANNUAL RETURN: Copies of the Annual return shall be furnished to any member, debenture-holder, other security holder or beneficial owner of the company or any other person on payment of such fee as may be specified in the Articles of Association of the company but not exceeding rupees ten for each page and such copy shall be supplied by the company within a period of seven days from the date of deposit of fee to the company.

10. ANNUAL RETURN BY FOREIGN COMPANY: Every foreign company shall prepare and file, within a period of sixty days from the last day of its financial year, to the Registrar annual return in Form FC.4 along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars as they stood on the close of the financial year.

PENAL PROVISIONS 29 The Company Fine : Not less than 50,000 but may extend to 5 lakh Every officer in default Fine : Not less than 25,000 but may extend to Rs. 5 lakh Imprisonment which may extend up to 6 months

THANK YOU By: CHIRAG SHAH & ASSOCIATES SAMDANI SHAH & ASSOCIATES Company Secretaries www. samdanishah.com