Section 92, 134 of The Companies Act, 2013

Annual Report.

53. The annual report of the listed entity shall contain disclosures as specified in Companies Act, 2013 along with the following:

(a)   audited financial statements i.e. balance sheets, profit and loss accounts etc ;

(b)   cash flow statement presented only under the indirect method as prescribed in Accounting Standard-3/ Indian Accounting Standard 7, mandated under Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of Chartered Accountants of India, whichever is applicable;

(c)   auditors report;

(d)   directors report;

(e)   name of the debenture trustees with full contact details ;

(f)    related party disclosures as specified in Para A of

(a) a copy of the annual report sent to the shareholders along with the notice of the annual general meeting, not later than the date of commencement of dispatch to its shareholders; and

(b) in the event of any changes to the annual report, the revised copy along with the details and explanation for the changes, not later than 48 hours after the annual general meeting.

SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021

SEBI Notification dated 17.01.2023 regarding SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulation, 2023.

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 dated 05.05.2021

Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) (Amendment)Regulations, 2016 dated 25/05/2016 w.e.f 01.04.2016

SEBI Circular dated 29.12.2021 regarding non-compliance with provisions related to continuous disclosures

LODR – SCHEDULE V

ANNUAL REPORT
[See Regulation 34(3) and 53(f)]

A. Related Party Disclosure:

1. The listed entity shall make disclosures in compliance with the Accounting Standard on “Related Party Disclosures”.

2. The disclosure requirements shall be as follows:

For the purpose of above disclosures directors’ interest shall have the same meaning as given in Section 184 of Companies Act, 2013.

The above disclosures shall not be applicable to listed banks.

3. The above disclosures shall be applicable to all listed entities except for listed banks.

B. Management Discussion and Analysis:

1. This section shall include discussion on the following matters within the limits set by the listed entity’s competitive position:

a. Industry structure and developments.

b. Opportunities and Threats.

c. Segment–wise or product-wise performance.

d. Outlook

e. Risks and concerns.

f. Internal control systems and their adequacy.

g. Discussion on financial performance with respect to operational performance.

h. Material developments in Human Resources / Industrial Relations front, including number of people employed.

details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including:

(i) Debtors Turnover

(ii) Inventory Turnover

(iii) Interest Coverage Ratio

(iv) Current Ratio

(v) Debt Equity Ratio

(vi) Operating Profit Margin (%)

(vii) Net Profit Margin (%)

or sector-specific equivalent ratios, as applicable.

details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

2. Disclosure of Accounting Treatment:
Where in the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has been followed, the fact shall be disclosed in the financial statements, together with the management’s explanation as to why it believes such alternative treatment is more representative of the true and fair view of the underlying business transaction.

 Corporate Governance Report: The following disclosures shall be made in the section on the corporate governance of the annual report.

1. A brief statement on listed entity’s philosophy on code of governance.

2. Board of directors:

a. composition and category of directors (e.g. promoter, executive, non-executive, independent non-executive, nominee director – institution represented and whether as lender or as equity investor);

b. attendance of each director at the meeting of the board of directors and the last annual general meeting;

c. number of other board of directors or committees in which a directors is a member or chairperson;

d. number of meetings of the board of directors held and dates on which held;

e. disclosure of relationships between directors inter-se;

f. number of shares and convertible instruments held by non- executive directors;

g. web link where details of familiarisation programmes imparted to independent directors is disclosed.

A chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the following:

(i) With effect from the financial year ending March 31, 2019, the list of core skills/expertise/competencies identified by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board; and
(ii) With effect from the financial year ended March 31, 2020, the names of directors who have such skills / expertise / competence

confirmation that in the opinion of the board, the independent directors fulfill the conditions specified in these regulations and are independent of the management.

detailed reasons for the resignation of an independent director who
resigns before the expiry of his/ tenure along with a confirmation by such director that there are no other material reasons other than those provided.

3. Audit committee:

a. brief description of terms of reference;
b. composition, name of members and chairperson;
c. meetings and attendance during the year.

4. Nomination and Remuneration Committee:

a. brief description of terms of reference;
b. composition, name of members and chairperson;
c. meeting and attendance during the year;
d. performance evaluation criteria for independent directors.

(a) name of the non-executive director heading the committee;

(b) name and designation of the compliance officer;

(c) number of shareholders’ complaints received during the financial year;

(d) number of complaints not solved to the satisfaction of shareholders;

(e) number of pending complaints.

5. Remuneration of Directors:

a. all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity shall be disclosed in the annual report;

b. criteria of making payments to non-executive directors. alternatively, this may be disseminated on the listed entity’s website and reference drawn thereto in the annual report;

c. disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

i. all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

ii. details of fixed component and performance linked incentives, along with the performance criteria;

iii. service contracts, notice period, severance fees;

iv. stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

(a) brief description of terms of reference;

(b) composition, name of members and chairperson;

(c) meetings and attendance during the year;

Particulars of senior management including the changes therein since the close of the previous financial year.

(a) all pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity;

(b) criteria of making payments to non-executive directors. Alternatively, this may be disseminated on the listed entity‘s website and reference drawn thereto in the annual report;

(c) disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:

(i) all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;

(ii) details of fixed component and performance linked incentives, along with the performance criteria;

(iii) service contracts, notice period, severance fees;

(iv) stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.

6. Stakeholders’ grievance committee:

a. name of non-executive director heading the committee;
b. name and designation of compliance officer;
c. number of shareholders’ complaints received so far;
d. number not solved to the satisfaction of shareholders;
e. number of pending complaints.

7. General body meetings:

a. location and time, where last three annual general meetings held;
b. whether any special resolutions passed in the previous three annual general meetings;
c. whether any special resolution passed last year through postal ballot – details of voting pattern;
d. person who conducted the postal ballot exercise;
e. whether any special resolution is proposed to be conducted through postal ballot;
f. procedure for postal ballot.

8. Means of communication:

a. quarterly results;
b. newspapers wherein results normally published;
c. any website, where displayed;
d. whether it also displays official news releases; and
e. presentations made to institutional investors or to the analysts.

9. General shareholder information:

a. annual general meeting – date, time and venue;
b. financial year;
c. dividend payment date;
d. the name and address of each stock exchange(s)at which the listed entity’s securities are listed and a confirmation about payment of annual listing fee to each of such stock exchange(s);



h. in case the securities are suspended from trading, the directors report shall explain there as on thereof;
i. registrar to an issue and share transfer agents;
j. share transfer system;
k. distribution of shareholding;
l. dematerialization of shares and liquidity;
m. outstanding global depository receipts or american depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity;
commodity price risk or foreign exchange risk and hedging activities;
o. plant locations;
p. address for correspondence.

list of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad.

10. Other Disclosures:

a. disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large;

b. details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years;

c. details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee;

d. details of compliance with mandatory requirements and adoption of the non-mandatory requirements;

e. web link where policy for determining ‘material’ subsidiaries is disclosed;

f. web link where policy on dealing with related party transactions;

g. disclosure of commodity price risks and commodity hedging activities.

Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

a certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons thereof:
Provided that the clause shall only apply where recommendation of / submission by the committee is required for the approval of the Board of Directors and shall not apply where prior approval of the relevant committee is required for undertaking any transaction under these Regulations.

total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the
network firm/network entity of which the statutory auditor is a part

disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year

b. number of complaints disposed of during the financial year

c. number of complaints pending as on end of the financial year

disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount’:

Provided that this requirement shall be applicable to all listed entities except for listed banks.

Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries.

11. Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed.

12. The corporate governance report shall also disclose the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted.

13. The disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 shall be made in the section on corporate governance of the annual report.

Declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management.

Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors’ report.

F. Disclosures with respect to demat suspense account/ unclaimed suspense account

1. The listed entity shall disclose the following details in its annual report,as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year;

c. number of shareholders to whom shares were transferred from suspense account during the year;

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;

e. that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

(1) Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations.