What we do
Our work in this practice group is structured around the records, deadlines, and decisions involved:
- Prepared Board of Directors’ Report.
- Comprehensive review of applicable statutory disclosures.
- Alignment with Companies Act and applicable rules.
- Coordination of financial, audit, and corporate information.
- Clear presentation of business performance and material developments.
- Reduced risk of missing mandatory annual disclosures.
- Support for annual general meeting and annual filing documentation.
How the engagement works
The Board of Directors’ Report is primarily governed by Section 134 of the Companies Act, 2013 and applicable rules. The report is required to contain prescribed information relating to the company’s financial statements, state of affairs, dividend, material changes, conservation of energy, technology absorption, foreign exchange earnings and outgo, risk management, internal financial controls where applicable, related-party transactions, corporate social responsibility matters where applicable, and other prescribed disclosures. The exact contents depend on the company’s type, size, activities, and exemptions available under the applicable provisions.
Scenario 1: A company needs to prepare its annual Board Report along with the audited financial statements.
Scenario 2: A company wants professional assistance ensuring that all applicable statutory disclosures are included in its annual Board Report.
Scenario 3: Management needs to consolidate financial performance, corporate actions, material events, and governance information into the Board Report.
Scenario 4: A company is preparing for its Annual General Meeting and requires a compliant Board Report as part of the annual documentation.
Scenario 5: A company wants its Board Report reviewed for statutory completeness before circulation to members and filing.
Statutory Disclosure Assessment
We review the company’s type, size, activities, applicable exemptions, and statutory requirements to identify the disclosures required in the Board Report.
Financial Performance Review
We analyze the audited financial statements and relevant financial information to prepare the financial performance and state-of-affairs section of the report.
Corporate & Business Updates
We incorporate relevant information relating to business operations, changes in the company, material events, subsidiaries, associates, joint ventures, and other applicable developments.
General questions
01What is the Board of Directors’ Report?
The Board of Directors’ Report is an annual report prepared by the Board that provides shareholders with information about the company’s financial performance, operations, governance, material developments, and other matters prescribed under the Companies Act.
02Is a Board Report mandatory for every company?
Companies are generally required to prepare a Board Report under the Companies Act, 2013, although certain classes of companies may have simplified requirements or exemptions for specified disclosures. The applicable requirements depend on the company’s type and circumstances.
03What is included in a Board Report?
Depending on the company, the Board Report may include financial performance, state of affairs, dividend, material changes, directors’ responsibility statement, risk management, internal financial controls, related-party transactions, CSR matters, energy conservation, technology absorption, foreign exchange details, and other prescribed disclosures.
04Who approves the Board Report?
The Board of Directors approves the Board Report in accordance with the Companies Act and applicable corporate procedures. The report is then presented to the members along with the financial statements at the applicable general meeting.
05Does the Board Report need to be signed?
Yes. The Board Report is required to be signed in accordance with the applicable Companies Act provisions and corporate authorization requirements.
06What documents are required to prepare a Board Report?
Common information includes audited financial statements, auditor’s report, Board and committee minutes, statutory registers, director details, related-party transaction information, CSR records where applicable, business performance data, and other statutory records.
07Is CSR information required in the Board Report?
Where CSR provisions apply to the company, the Board Report contains prescribed CSR-related disclosures in accordance with Section 135 and the applicable CSR Rules.
08Can you prepare the complete Board Report for AGM purposes?
Yes. We can assist with information collection, statutory disclosure review, drafting, financial statement coordination, finalization, Board approval documentation, and AGM-related annual reporting.
