Sr. No.

Disclosure / Particulars

Applicability

Checklist / What to Verify

1

Financial summary / highlights

All companies

Financial results and highlights for the financial year to be included

2

State of company's affairs

All companies

Explain the state of affairs and significant developments during the year

3

Dividend recommendation

Where applicable

Amount/rate of dividend recommended, if any

4

Amount proposed to be transferred to reserves

Where applicable

Disclose amount proposed to be carried to reserves

5

Material changes after financial year-end

All companies

Disclose material changes and commitments affecting financial position between year-end and date of report

6

Conservation of energy

Applicable companies

Energy conservation measures, steps taken, impact, etc.

7

Technology absorption

Applicable companies

Technology imported, absorption, benefits, expenditure, etc.

8

Foreign exchange earnings/outgo

All applicable companies

Total foreign exchange earned and used during the year

9

Annual Return web-link

Companies maintaining website

Web address where annual return is placed

10

Number of Board meetings

All companies

Number of Board meetings held during the year

11

Directors' Responsibility Statement

All companies

Include all prescribed confirmations

12

Declaration by Independent Directors

Where applicable

Include declarations received from independent directors

13

Policy on appointment and remuneration of Directors

Applicable companies

Company's policy and criteria for appointment, remuneration and performance evaluation

14

Comments on auditor's qualifications/adverse remarks

Where applicable

Explanation/comments on every qualification, reservation or adverse remark

15

Particulars of loans, guarantees and investments

Where applicable

Particulars of loans, guarantees and investments covered under Section 186

16

Related Party Transactions

Where applicable

Form AOC-2 and prescribed details of RPTs

17

State of affairs of subsidiaries/JVs/associates

Where applicable

Performance and financial position of subsidiaries, associates and JVs

18

Performance and financial position of subsidiaries/JVs/associates

Where applicable

Include details as prescribed

19

Deposits

Where applicable

Details of deposits accepted, remaining unpaid/unclaimed, defaults, etc.

20

Details of significant/material orders

Where applicable

Orders of regulators/courts/tribunals impacting going concern or operations

21

Internal financial controls

Applicable companies

Statement regarding adequacy and operating effectiveness of internal financial controls

22

Risk management policy

Applicable companies

Material risks and risk management policy

23

Corporate Social Responsibility

CSR-applicable companies

CSR Committee, policy, expenditure, projects, unspent amount, etc.

24

Annual CSR Report

CSR-applicable companies

Annex prescribed annual CSR report to Board's Report

25

Board evaluation

Applicable companies

Formal annual evaluation of Board, committees and individual directors

26

Directors/KMP appointed or resigned

All applicable companies

Changes in directors/KMP during the year and after year-end, where relevant

27

Names of companies which became/ceased to be subsidiaries, JVs or associates

Where applicable

Include changes during the year

28

Adequacy of internal financial controls

Applicable companies

Statement regarding adequacy and effectiveness

29

Details of fraud reported by auditors

Where applicable

Details of frauds reported by auditors other than those reportable to Central Government

30

Particulars of remuneration of Directors/KMP

Listed/prescribed companies

Ratio of remuneration, percentage increase, median remuneration, etc.

31

Employee particulars

Specified companies

Details of employees receiving remuneration above prescribed thresholds

32

Top 10 employees

Specified companies

Prescribed particulars of top 10 employees

33

Employees receiving remuneration above prescribed limits

Specified companies

Prescribed remuneration particulars

34

Particulars of Directors/KMP remuneration

Specified companies

Required remuneration disclosures and ratios

35

Secretarial Audit Report

Companies required to obtain secretarial audit

Secretarial Audit Report to be annexed

36

Explanations to Secretarial Auditor's qualifications

Where applicable

Board's explanation/comments on qualifications/observations

37

Cost records

Companies to which cost records apply

Confirmation regarding maintenance of cost records

38

Internal Auditor

Where applicable

Appointment/details as required

39

Vigil mechanism / Whistle-blower policy

Applicable companies

Details of vigil mechanism and confirmation of adequate safeguards

40

Audit Committee recommendations

Where applicable

Disclose relevant matters where prescribed

41

Nomination & Remuneration Committee

Applicable companies

Constitution and policy-related disclosures

42

Managerial remuneration compliance

Applicable companies

Compliance with remuneration provisions and prescribed ratios

43

Secretarial Standards compliance

All companies to which SS applies

Statement regarding compliance with applicable Secretarial Standards

44

Corporate Insolvency Resolution Process / liquidation

Where applicable

Status/details of proceedings under IBC

45

One-time settlement with banks/financial institutions

Where applicable

Details and difference between amount due and amount paid, if applicable

46

Financial ratios

Applicable companies

Appropriate explanation for significant changes in financial ratios

47

Change in nature of business

Where applicable

Details of significant changes in nature of business

48

Share capital changes

Where applicable

Issue, buy-back, bonus, rights, sweat equity, ESOP, etc.

49

Other prescribed matters

All applicable companies

Verify each clause of Rule 8(5) before finalising report

50

Directors' disqualification

Where applicable

Disclosure/confirmation relating to directors' disqualification

51

Compliance with applicable laws

All companies

General compliance statement and material regulatory developments

52

Details of applications/proceedings under IBC

Where applicable

Status at the beginning and end of financial year

53

Difference in valuation in one-time settlement

Where applicable

Details where company entered into settlement with banks/FIs

54

Transfer to Investor Education and Protection Fund

Where applicable

Amounts/shares transferred to IEPF and relevant disclosures

55

Maintenance of cost records

Applicable companies

Confirmation of maintenance of cost records

56

Details of applications made under IBC

Where applicable

Details/status of proceedings

57

Details of valuation differences in OTS

Where applicable

Prescribed disclosures