ETHICS. COMPLIANCE. GOVERNANCE.

DISCLOSURES, REPORTING & FILING

“COMPLY & EXPLAIN”

SUNDHARESAN JAYAMOORTHI,
FCS, AASM, LLB, BGL, MIOD, CCEP- I (USA)
Thought Leader, Board Strategist & Compliance Guru

1
TODAY’S PROGRAM

• Title: “Comply & Explain” –Disclosures, Reporting & Filing in CA 2013”

• Audience: Knowledge Seekers @ ICAI

• Organised : Bengaluru branch of SIRC of ICAI

• Day, Date: Wednesday, 31 March 2021

• Talk Time: 120 minutes (6:00 AM to 8:00 PM)

2
LESSONS FROM COVID 19

• Nothing was urgent, is urgent and will be urgent

• There can be delay in everything that we want to do, wanted to do and will
do

• Deadlines are dead lines in the Compliance world

• Penalties are just to frighten the stakeholders; the regulator does not need
that money

• Last date for filing - There is nothing more valuable than a human life in this 3
world.
 VALIDITY OF MCA CIRCULARS :
1. General Circular No. 12/2020 dated 30/03/2020 read with General Circular No.
30/2020 dated 28/09/2020 on Companies Fresh Start Scheme (CFSS) – 2020.
(Expired on 31st December 2020)
Pursuant this circular, companies are allowed to file delayed filings without
additional fees.
2. General Circular No. 14/2020 dated 08/04/2020 read with General Circular No.
22/2020 dated 15/06/2020, General Circular No. 33/2020 dated 28/09/2020,
General Circular No. 39/2020 dated 31/12/2020 on passing of ordinary and special
resolutions by companies under the Companies Act,2013 read with rules made
thereunder through Video Conference. (Valid till 30th June 2021)
Pursuant these circulars, companies are allowed to conduct General meetings via
Video Conference or other Audio-Visual means.
 VALIDITY OF MCA CIRCULARS: (CONTINUED)
3. General Circular No. 20/2020 dated 05/05/2020 read with General Circular No.
02/2021 dated 13/01/2021 on Conducting Annual General Meeting (AGM) through
Video Conferencing (VC) or other audit visual means (OAVM).
(Valid till 31st December 2021)

Pursuant to these circulars, Companies can conduct AGM for the Financial Year 2020
- 21 till 31st December 2021 through Video Conferencing (VC) or other audit visual
means (OAVM).
MGT 14

• Is required to be filed within ____ days?

 Filing of E-Form MGT-14 for passing Ordinary and Special
Resolution through Video Conferencing Meeting:
Pursuant to General Circular No.39/2020 of Ministry of Corporate Affairs (MCA),
Government of India read with General Circular No.14/2020 of MCA, every Company
shall file e-form MGT-14 within 60 days of passing ordinary and special resolution
through video conferencing intimating the same.

The relaxation to conduct General Meeting of the Company through VC is available till
30th June 2021.

Filing of E-Form MGT-14 Pursuant to Section 117 of the Companies

Act, 2013?
There are few practical difficulties in filing e-form MGT-14 to intimate ordinary and
special resolution passed in general meeting held via video conference since the MCA
circular provides for 60 days to intimate but the form cannot be filed beyond 30 days
without additional fee.
Pursuant to Section 117 of the Companies Act, 2013, the e-form MGT-14 cannot be
filed beyond 30 days without additional fee because the same is required to be filed
within 30 days.
LET US START FROM APRIL 2021
IN THE AUDITORS REPORT

• On the basis of the written representations received from the directors as

on March 31, 2020 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2020 from being appointed as a
director in terms of Section 164(2) of the Act.

• DIR 8 read with MBP 1

 DISCLOSURE OF INTEREST IN FORM MBP-1:

Pursuant to Section 184(1) of the Companies Act, 2013 read with Rule 9 of the
Companies (Meetings of Board and its Powers) Rules, 2014, Every director shall
at the first meeting of the Board in which he participates as a director and
thereafter at the first meeting of the Board in every financial year or whenever
there is any change in the disclosures already made, then at the first Board
meeting held after such change, disclose his concern or interest in any company
or companies or bodies corporate, firms, or other association of individuals which
shall include the shareholding, in Form MBP-1.

Tentative First Board meeting dated April 16 – To Take note of disclosure of

Interest in Form MBP-1.

The Form MBP-1 can be dated April 1st or the date of first Board meeting in every
financial year.
 DECLARATION IN FORM DIR-8:
Pursuant to Section 164 of the Companies Act, 2013 read with Rule 14 of
Companies (Appointment and Qualification of Directors) Rules, 2014, Every
director of the Company in each Financial Year shall give a declaration in Form
DIR-8 stating that he is not disqualified to be a director.

Pursuant to Section 143(3)(g) of the Companies Act, 2013, The auditor’s report
shall also state— whether any director is disqualified from being appointed as a
director under sub-section (2) of section 164.

Declaration in Form DIR-8 dated 31st March of every year to be given by director
of the Company.
 QUARTERLY BOARD MEETING:
Pursuant to Section 173(1) of the Companies Act, 2013 read with Para 2.1 of
Secretarial Standard – 1 on Meetings of the Board of Directors, Every company
shall hold a minimum number of four meetings of its Board of Directors every
year in such a manner that not more than one hundred and twenty days shall
intervene between two consecutive meetings of the Board.

For Public Company, Private Company and Government Company:

Four Board meetings in a year shall be conducted in such a way that the time gap
of not more than one hundred and twenty days shall intervene between two
consecutive meetings.
 BOARD MEETING OF OPC, SMALL COMPANY AND DORMANT COMPANY ?
Pursuant to Section 173(5) of the Companies Act, 2013 read with Para 2.1 of
Secretarial Standard – 1 on Meetings of the Board of Directors, A One Person
Company, small company and dormant company shall be deemed to have complied
with the provisions of this section if at least one meeting of the Board of Directors
has been conducted in each half of a calendar year and the gap between the two
meetings is not less than ninety days.

One Board meeting in each half of a calendar year and the gap between the two
meetings is not less than ninety days.

Tentatively two meetings can be held on 20th March and 16th September of a calendar
year.

Provided that if the OPC has only one director then there is no requirement to hold any
Board meeting.
DIRECTORs COMPLIANCE
 E-FORM DIR-3 KYC:

Pursuant to Rule 12A of The Companies (Appointment and Qualifications of

Directors) Rules, 2014, Every individual who holds a Director Identification Number
(DIN) as on 31st March of a financial year shall, submit e-form DIR-3-KYC for the
said financial year to the Central Government on or before 30th, September of
immediate next financial year.
 E-FORM DIR-3 KYC WEB:

Pursuant to Rule 12A of The Companies (Appointment and Qualifications of

Directors) Rules, 2014, Every individual who has already submitted e-form DIR-3
KYC in relation to any previous financial year, shall submit web-form DIR-3 KYC-
WEB through the web service in relation to any subsequent financial year.

However, in case an individual desires to update his personal mobile number or the
e-mail address, as the case may be, he shall update the same by submitting e-form
DIR-3 KYC only.

Due Date: on or before 30th, September.

 E-FORM DIR-6:

Pursuant to Rule 12 of The Companies (Appointment and Qualifications of Directors)

Rules, 2014, Every individual who has been allotted a Director Identification Number,
in the event of any change in his particulars as stated in Form DIR-3, intimate
such change(s) to the Central Government within a period of thirty days of such
change(s) in Form DIR-6.
 E-FORM DIR-3:

Pursuant to Rule 9 of The Companies (Appointment and Qualifications of Directors)

Rules, 2014, Every applicant, who intends to be appointed as director of an
existing company shall make an application electronically in Form DIR-3, to the
central Government for allotment of a Director Identification Number (DIN) along with
such fees as provided under the companies (Registration offices and Fees) Rules,
2014.

Provided that in case of proposed directors not having approved DIN, the particulars
of maximum three directors shall be mentioned in Form No.INC-32 (spice) and DIN
may be allotted to maximum three proposed directors through Form INC-32 (spice).
 E-FORM DIR-12 FOR APPOINTMENT OF DIRECTOR AND KMP:

Pursuant to Section 170 of the Companies Act, 2013 read with the Rule 18 of the
Companies (Appointment and Qualifications of Director) Rules, 2014, Every company
shall file a return containing such particulars and documents as may be prescribed, of
the directors and the key managerial personnel with the Registrar within thirty days
from the appointment of every director and key managerial personnel, as the case may
be, and within thirty days of any change taking place.

Dual approval ; majority of the minority - Approval of ‘majority of the minority’ (simple
majority) shareholders. ‘Minority’ shareholders would mean shareholders, other than
the promoter and promoter group.
 E-FORM DIR-12 FOR RESIGNATION OF DIRECTOR:

Pursuant to Section 168 of the Companies Act, 2013 read with the Rule 15 of the
Companies (Appointment and Qualifications of Director) Rules, 2014, The company
shall within thirty days from the date of receipt of notice of resignation from a director,
intimate the Registrar in Form DIR-12.

pre-occupation, other commitments or personal reasons

ANNUAL COMPLIANCE
 CIRCULATION OF FINANCIAL STATEMENT AND OTHER RELEVANT
DOCUMENTS:

Pursuant to Section 136 of the Companies Act, 2013, a copy of the financial
statements, including consolidated financial statements, if any, auditor’s report
and every other document required by law to be annexed or attached to the financial
statements, which are to be laid before a company in its general meeting, shall be
sent to every member of the company, to every trustee for the debenture-
holder of any debentures issued by the company, and to all persons other than
such member or trustee, being the person so entitled, not less than twenty-one
days before the date of the meeting.
 SIGNING OF FINANCIAL STATEMENT:

Pursuant to Section 134(1) of the Companies Act, 2013, The financial statement,
including consolidated financial statement, if any, shall be approved by the Board of
Directors before they are signed on behalf of the Board by the chairperson of the
company where he is authorised by the Board or by two directors out of which one
shall be managing director, if any, and the Chief Executive Officer, the Chief Financial
Officer and the company secretary of the company, wherever they are appointed, or
in the case of One Person Company, only by one director, for submission to the
auditor for his report thereon.
 SIGNING OF BOARD’S REPORT:

Pursuant to Section 134(6) of the Companies Act, 2013, The Board’s report and any
annexures thereto under sub-section (3) shall be signed by its chairperson of the
company if he is authorised by the Board and where he is not so authorised, shall
be signed by at least two directors, one of whom shall be a managing director.
 BOARD’S REPORT:

Pursuant to Section 134(3) of the Companies Act, 2013, There shall be attached to
statements laid before a company in general meeting, a report by its Board of Directors which
shall include—
a) the web address, if any, where annual return referred to in sub-section (3) of section 92
has been placed;
b) number of meetings of the Board;
c) Directors’ Responsibility Statement;
d) details in respect of frauds reported by auditors under sub-section (12) of section 143
other than those which are reportable to the Central Government;
e) a statement on declaration given by independent directors under sub-section (6) of section
149;
f) in case of a company covered under sub-section (1) of section 178, company’s policy on
directors’ appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under sub-
section (3) of section 178;
g) explanations or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made—
h) by the auditor in his report; and
i) by the company secretary in practice in his secretarial audit report;
j) particulars of loans, guarantees or investments under section 186;
k) particulars of contracts or arrangements with related parties referred to in sub-section (1) of section
188 in the prescribed form;
l) the state of the company’s affairs;
m) the amounts, if any, which it proposes to carry to any reserves;
n) the amount, if any, which it recommends should be paid by way of dividend;
o) material changes and commitments, if any, affecting the financial position of the company which
have occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report;
p) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such
manner as may be prescribed;
q) a statement indicating development and implementation of a risk management policy for the
company including identification therein of elements of risk, if any, which in the opinion of the Board
may threaten the existence of the company;
r) the details about the policy developed and implemented by the company on corporate social
responsibility initiatives taken during the year;
s) such other matters as may be prescribed.
 ANNUAL GENERAL MEETING (AGM):

Pursuant to Section 96 of the Companies Act, 2013, Every company other than a One
Person Company shall in each year hold in addition to any other meetings, a general
meeting as its annual general meeting and shall specify the meeting as such in the notices
calling it, and not more than fifteen months shall elapse between the date of one annual
general meeting of a company and that of the next:

Provided that in case of the first annual general meeting, it shall be held within a period of
nine months from the date of closing of the first financial year of the company and in any
other case, within a period of six months, from the date of closing of the financial year:

Provided further that if a company holds its first annual general meeting as aforesaid, it shall
not be necessary for the company to hold any annual general meeting in the year of its
incorporation:

Provided also that the Registrar may, for any special reason, extend the time within which
any annual general meeting, other than the first annual general meeting, shall be held, by a
period not exceeding three months.
 Copy of Financial Statement to be Filed with
Registrar in E-Form AOC-4:

Pursuant to Section 137 of the Companies Act, 2013, A copy of the financial
statements, including consolidated financial statement, if any, along with all the
documents which are required to be or attached to such financial statements under this
Act, duly adopted at the annual general meeting of the company, shall be filed with the
Registrar within thirty days of the date of annual general meeting in e-form AOC-4,
with such fees or additional fees as may be prescribed.
 ANNUAL RETURN IN E-FORM MGT-7:

Pursuant to Section 92 of the Companies Act, 2013, Every company shall prepare a return in the e-
form MGT-7 containing the particulars as they stood on the close of the financial year regarding—
a) its registered office, principal business activities, particulars of its holding, subsidiary and associate
companies;
b) its shares, debentures and other securities and shareholding pattern;
c) its members and debenture-holders along with changes therein since the close of the previous
financial year;
d) its promoters, directors, key managerial personnel along with changes therein since the close of the
previous financial year;
e) meetings of members or a class thereof, Board and its various committees along with attendance
details;
f) remuneration of directors and key managerial personnel;
g) 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;
h) matters relating to certification of compliances, disclosures as may be prescribed;
i) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional
Investors and
j) such other matters as may be prescribed.
 SIGNING AND DUE DATE OF FILING E-FORM MGT-7:
Signing:
Pursuant to Section 92(1) of the Companies Act, 2013, The annual return in e-form
MGT-7 shall be signed by a director and the company secretary, or where there is
no company secretary, by a company secretary in practice.

Due Date of Filing:

Pursuant to Section 92(4) of the Companies Act, 2013, Every company shall file with
the Registrar a copy of the annual return in e-form MGT-7, within sixty days from the
date on which the annual general meeting is held or where no annual general
meeting is held in any year within sixty days from the date on which the annual general
meeting should have been held together with the statement specifying the reasons for
not holding the annual general meeting, with such fees or additional fees as may be
prescribed.
 FORM MGT-8 ?
What is Form MGT-8:
Form MGT-8 is a certification given on a company’s annual return by a practising
company secretary, as per the Companies Act 2013, under Section 92(2).
This is a kind of Mini secretarial audit report which is submitted as an attachment to
annual return in Form MGT-7.
The Company Secretary shall certify that the annual return discloses the facts
correctly and adequately and the Company has complied with all the provisions of
the Act.

Applicability:
According to Section 92(2) of the Companies Act, 2013 read with rule 11(2) of
Companies (Management and Administration) Rules 2014, the annual return of:
a) A listed company or
b) A company having paid-up share capital of Rs 10 crore or more or
c) Turnover of Rs 50 crore or above
Shall be certified by the company secretary in practice.
• AUDITOR COMPLIANCES
Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

CFO Certification:

Pursuant to Rule 4 of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021,
The Board of a company shall satisfy itself that the funds so disbursed have been utilised for the
purposes and in the manner as approved by it and the Chief Financial Officer or the person responsible
for financial management shall certify to the effect.

Where to Certify ?
§ Annual Report of CSR in Boards’ report.
§ The CFO or the person responsible for financial management are required to issue a
certificate authenticating the CSR disbursement made to the Board.
Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.

Why to Certify:

§ To ensure that CSR report gives true and fair view of the CSR spent.
§ The CFO or the person responsible for financial management are deemed to have the knowledge of
Company’s financial affairs.
§ Internal check for the money spent by implementing agency.
MANDATORY ROTATION OF AUDITOR:

Pursuant to Section 139(2) of the Companies Act, 2013 read with Rule 5 of the
Companies (Audit and Auditors) Rules, 2014, Small companies are required to provide
details of aggregate amount of remuneration drawn by directors instead of providing
details of remuneration of directors and key managerial personnel of the company.

• Rotation is applicable to a listed company and following classes of companies

excluding OPC and small companies:-
• a. All unlisted companies having paid-up share capital of rupees ten crore or
more;
• b. All private companies having paid-up share capital of rupees fifty crore or
more;
• c. All companies having paid up capital below threshold limit mentioned in (a)
and (b) above, but having public borrowings from financial institutions, banks or
public deposits of rupees fifty crores or more
REPORTING ON INTERNAL FINANCIAL CONTROL:

Pursuant to Section 143(3)(i) of the Companies Act, 2013 read with General
Circular No. 08/2017 of Ministry of Corporate Affairs (MCA) an Auditor of small
companies are not required to report on the adequacy of the internal financial
controls and its operating effectiveness in the auditor’s report.
 WHEN TO FILE E-FORM ADT-1:

Pursuant to Section 139 of the Companies Act, 2013, Every Company is required to
file e-form ADT-1 with Registrar of Companies (ROC) to intimate the appointment of
Statutory Auditor within 15 days from the date of appointment.

WHAT IF THE E-FORM ADT-1 IS NOT FILED ?

Pursuant to Section 147 of the Companies Act, 2013, If any of the provisions of
sections 139 is contravened, the company shall be punishable with fine which
shall not be less than twenty-five thousand rupees but which may extend to five
lakh rupees and every officer of the company who is in default shall be punishable
5[Omitted] with fine which shall not be less than ten thousand rupees but which may
extend to 6[one lakh rupees.
 WHEN TO FILE E-FORM ADT-3:

Pursuant to Section 140(2) of the Companies Act, 2013, Every Auditor is required to
file e-form ADT-3 with Registrar of Companies (ROC) to intimate his resignation
within 30 days from the date of resignation.

WHAT IF THE E-FORM ADT-3 IS NOT FILED ?

Pursuant to Section 140(3) of the Companies Act, 2013, If the auditor does not
comply with the provisions of sub-section (2), he or it shall be liable to a penalty of
fifty thousand rupees or an amount equal to the remuneration of the auditor,
whichever is less, and in case of continuing failure, with further penalty of five
hundred rupees for each day after the first during which such failure continues,
subject to a maximum of two lakh rupees.
 MCA Clarification on the requirement of Audited
figures and applicability of Auditor’s certificate:

The Ministry of Corporate Affairs vide its letter no. File No: P-01/08/2013- CL-V Vol.
VI dated June 24, 2019, clarified on the query raised by the ICAI seeking
Clarification on the requirement of Auditor’s Certificate on Return of Deposits
required to be filed pursuant to Rule 16 of the Companies (Acceptance of Deposits)
Rules. It was clarified that:

1. The Auditor’s Certificate is mandatory only in case of return of deposits.

2. For filing particulars of transactions not considered as deposits information
contained therein as on 31st March of that year need not be from the duly
audited Financial Statement.
3. Only in case of Return of Deposit information contained therein as on 31st March
of that year should be from duly audited financial statement of the company.
 Annual Return on Foreign Liabilities and Assets (FLA
return) under FEMA 1999:

What is ARFLA ?
The regulation under FEMA, 1999 requires any company who has either made
ODI or received FDI, to file the FLA annual return. The companies have to report
the current financial year’s FLA as well as the previous year(s) assets and liabilities.
In the case where a company does not have any foreign assets or liabilities for the
current year but has outstanding FDI or ODI from the previous year(s), it must file
the FLA annual return indicating their outstanding assets or liabilities.
The FEMA regulations also require partnership firms to file FLA annual return
if they have received FDI or made ODI. In the case of partnership firms, the RBI will
issue a dummy CIN upon its request which will be used only for the filing of FLA
annual return. In case a dummy CIN has already been issued, the partnership firm
will use the same for the filing of the FLA return.
 Filing of ARFLA based on Unaudited account:

If the company’s accounts are not audited before the due date of submission, i.e.
July 15, then the FLA Return should be submitted based on unaudited (provisional)
account.
 Filing of ARFLA based on Audited account:

Once the accounts gets audited and there are revisions from the provisional
information submitted by the company, they are supposed to submit the revised FLA
return based on audited accounts by end - September.
• VIRTUAL SIGNATURES
WHAT IS A SIGNATURE

• a person's name written in a distinctive way as a form of

identification in authorizing a cheque or document or concluding
a letter.
 FLAIR PORTAL – RELAXATION ON SIGNING OF
AUTHORITY LETTER

• UPLOAD Authority Letter :

•
In view of Covid-19 situation; signing/seal of this authority letter
is waived, however mobile image of signature (of a person as
mentioned in authority letter) may be pasted on authority letter
Please note, after furnishing all details, scan the authority letter
or mobile photo image will also work and then convert it to PDF
and then upload the same in FLA user registration form
SIGNATURE

• What is a signature?

• Which documents require signature?

• Whose signature does that require?
• Where (place) should it be signed?
• When it has to be signed?
• How should it be signed?
WHICH DOCUMENTS TO SIGN

• Which documents require signature?

• Notice & Agenda and notes thereof of a meeting

• Audit Report
• Board Report
• CG Report
• Draft papers to pass a resolution through circulation
• Draft minutes of a meeting
• Financial Statements to the members
• Extract of the meetings
• Signed proxy
WHOSE SIGNATURE

• Whose signature does that require?

• MD
• WTD
• CS
• CFO
• AC Chair
• Auditor
WHO CAN SIGN - SECTION 21

• Authentication of documents, proceedings and contracts.— Save as

otherwise provided in this Act,—
• (a) a document or proceeding requiring authentication by a company; or
• (b) contracts made by or on behalf of a company, may be signed by any
key managerial personnel or an officer of the company duly authorised by
the Board in this behalf.
 DOCUSIGN
When you receive an email inviting you to electronically sign a DocuSign document, a 33-character alphanumeric
security code appears at the bottom of the email. This string of letters and numbers is a unique ID for the
document you received. Use this code to get the document to sign, save, and print.
DIGITAL SIGNATURE CERTIFICATE
TIME STAMP
 EMAIL SIGNATURE

• j sundharesan
ECG Specialist
Ethics. Compliance. Governance.
• CCEP-I, FCS, LLB, BGL, AASM
J Sundharesan & Associates
Compliance & Governance Advisors
+91 98800 26296
Bengaluru. India.
2021 - Year of Trust
Faith or Belief
LinkedIn: Sundharesan Jayamoorthi
YouTube: JS Speaks
WET SIGNATURE

• A wet signature is created when a person physically marks a document. A

wet signature is when you physically sign a piece of paper. It's called a wet
signature because you're probably signing with a pen, which uses liquid
ink

• when money's involved, there's a chance a wet signature is needed.

However, you'll find many countries today that established laws that state
electronic signatures hold the same weight as wet signatures

• A 'wet ink' signature is where the parties to the document write (sign) their
names with their own hands upon a paper document by ink pen. ... If a
traditional wet ink signature on a piece of paper is scanned in to an
electronic device, the scanned version is an electronic signature
DRY SIGNATURE

• Dry signature is a term used as a way to describe both a wet signature

where the “ink has dried” and as a higher level description that captures
many other forms of non-ink based signatures (such as electronic and
digital signatures).
WHAT IS ELECTRONIC SIGNATURE

• Various legal definitions exist for electronic signatures, but the term most
generally refers to the acknowledgement or adoption of an electronic
message, transaction or document. Some examples include:

• A typed name at the end of an email

• A typed name on an electronic form or document
• An image of a handwritten signature on a transmitted fax
• A personal identification number (PIN) entered into a bank ATM
• Clicking “agree” or “disagree” on an electronic “terms and agreements”
contract
• A handwritten but digitally captured signature made on a touch device,
such as a tablet or smartphone (sometimes referred to as a “dynamic
signature”)
FOR A CA

• (12) “book and paper” and “book or paper” include books of account,
deeds, vouchers, writings, documents, minutes and registers maintained
on paper or in electronic form;

• (36) “document” includes summons, notice, requisition, order, declaration,

form and register, whether issued, sent or kept in pursuance of this Act or
under any other law for the time being in force or otherwise, maintained on
paper or in electronic form;
• Sd/- not allowed for ROC Filing. Kindly refer to Rule 8 (6) of the
Companies (Registration Offices and Fees) Rules, 2014- "Scanned image
of documents shall be of original signed documents relevant to the e-forms
or forms and the scanned document image shall not be left blank without
bearing the actual signature of authorised person”

• Sd is the abbreviation for many other words but here it means SIGNED.
The person or organisation who is signing the document. It is often used
officially. Sd is written on a copy of the letter, the original where of has
been signed by the author.
WHY SO MUCH FUSS ON SIGNATURES

• Auditors are struggling with signatures

ØTo sign
Ø To accept what gets signed
Ø Getting unsigned documents
OPC COMPLIANCE
 OPC (ONE PERSON COMPANY)

What is One Person Company?

Pursuant to Section 2(62) of Companies Act, 2013, "One Person

Company" means a company which has only one person as a
member.

One Person Company is a type of Private Company which can be

formed only by a Natural Person who is resident of India.
 OPC (ONE PERSON COMPANY)
COMPLIANCES
Annual Compliances:
• Form DIR-8 - Disclosure of non-disqualification in each financial year by every
director in Form DIR-8
• Form MBP-1 - Every Director at each financial year for disclosure of director
interest in other entity in First Meeting of the Board of Director in Form MBP-1
and Fresh MBP-1 is required to be submit whenever there is change in director
interest from the earlier.
• DIR-3 – KYC - All the Directors of the company shall file DIR-3 on or before
30th September every year
• MSME-1 - Company to file MSME-1, half yearly in respect of pending payments
to MSME vendors as at end of half year.
April to Sep: 30th October
October to March: 30th April
 OPC (ONE PERSON COMPANY)
COMPLIANCES
Annual Compliances:
• DPT-3- To be filed every year on or before 30 June in respect of return of
Deposit and particulars not considered Deposits as on 31st March.

• ADT-1- Auditor will be appointed for 5 years in form ADT-1 within 15days of
Annual General Meeting.

• MGT-7- OPC fill its annual return within sixty days from the date of AGM.

• AOC-4 - Company is required to file its Balance sheet along with Statement of
Profit and Loss Account, Director Report and Auditor report within 180 days
from the closure of financial year.
SMALL COMPANY COMPLIANCE
WHAT IS SMALL COMPANY ?

Pursuant to Section 2(85) of the Companies Act, 2013, "small company" means a
company, other than a public company,—

a) Paid-up share capital of which does not exceed two crores' rupees or such
higher amount as may be prescribed which shall not be more than ten crore
rupees; and
b) Turnover of which as per profit and loss account for the immediately preceding
financial year does not exceed twenty crore rupees or such higher amount as
may be prescribed which shall not be more than one hundred crore rupees.

Note: Pursuant to Finance Act, 2021, the threshold limit of Paid-up share capital
and Turnover of small company increased from fifty lakhs and two crores to two
crore and twenty crore respectively which is effective from April 1, 2021.
CERTIFICATION OF FOLLOWING FORMS EXEMPT FOR SMALL
COMPANY?

Pursuant to Finance Act, 2021 read with Rule 8(12) of the Companies
(Registration Offices and Fees) Rules, 2014, the Practicing Chartered
Accountants will lose the certification of below mentioned forms because of
change in Small Company definition.

“INC-21, INC-22, INC-28, PAS-3, SH-7, CHG-1, CHG-4, CHG-9, MGT- 14,
DIR-6, DIR-12, MR-1, MR-2, MSC-1, MSC-3, MSC-4, GNL-3, ADT-1,
NDH-1, NDH-2, NDH-3”
 SMALL COMPANY
Annual Compliances:
• Form DIR-8 - Disclosure of non-disqualification in each financial year by every
director in Form DIR-8
• Form MBP-1 - Every Director at each financial year for disclosure of director interest in
other entity in First Meeting of the Board of Director in Form MBP-1 and Fresh MBP-1
is required to be submit whenever there is change in director interest from the earlier.
• DIR-3 – KYC - All the Directors of the company shall file DIR-3 on or before
30th September every year
• MSME-1 - Company to file MSME-1, half yearly in respect of pending payments to
MSME vendors as at end of half year.
April to Sep: 30th October
October to March: 30th April
FINANCIAL STATEMENTS ?
Pursuant to Section 2(40) of the Companies Act, 2013, "financial statement" in
relation to a company, includes—
1) a balance sheet as at the end of the financial year;
2) a profit and loss account, or in the case of a company carrying on any activity
not for profit, an income and expenditure account for the financial year;
3) cash flow statement for the financial year;
4) a statement of changes in equity, if applicable; and
5) any explanatory note annexed to, or forming part of, any document referred
to in sub-clause (i) to sub-clause (iv):

Provided that the financial statement, with respect to One Person Company,
small company and dormant company, may not include the cash flow
statement.
ABRIDGED ANNUAL RETURN (E-FORM MGT-7A) FOR SMALL COMPANY:

Pursuant to the Companies (Management and Administration) Amendment

Rules, 2021, Small Company shall file annual return from the financial year 2020-
2021 onwards in Form No. MGT-7A.

What is Form No. MGT-7A ?

The E-Form MGT-7A is an Abridged Annual Return for One Person Companies
(OPC) and Small Companies.
SIGNING OF ANNUAL RETURN (E-FORM MGT-7):

Pursuant to Section 92(1) of the Companies Act, 2013, Annual Return of the
Small Company can be signed by the company secretary alone, or where
there is no company secretary, by a single director of the company.
MEETINGS OF THE BOARD:

Pursuant to Section 173(5) of the Companies Act, 2013, A small company may
hold only two board meetings in a year i.e., one Board Meeting in each half of
the calendar year and the gap between the two meetings is not less than ninety
days.
DISCLOSURE OF AGGREGATE AMOUNT OF REMUNERATION OF
DIRECTOR:

Pursuant to Section 92(1) of the Companies Act, 2013 read with Ministry of
Corporate Affairs (MCA) Notification dated June 13th, 2017, Small companies
are required to provide details of aggregate amount of remuneration drawn by
directors instead of providing details of remuneration of directors and key
managerial personnel of the company.
LESSER PENALTIES FOR SMALL COMPANIES:

Pursuant to Section 446B of the Companies Act, 2013, if penalty is payable for
non-compliance of any of the provisions of this Act by a Small Company or by
any of its officer in default, or any other person in respect of such company,
then such company, its officer in default or any other person, as the case may be,
shall be liable to a penalty which shall not be more than one-half of the
penalty specified in such provisions subject to a maximum of two lakh
rupees in case of a company and one lakh rupees in case of an officer who is in
default or any other person, as the case may be.
ADHOC FILING
PUBLIC COMPANY COMPLIANCE

• Woman Director
• Independent Director
• Internal Auditor
• Return for appointment of a MD/ WTD / KMP – MR 1
• Secretarial Audit Report – MR 3
• Report on AGM – MGT 15
• Audit Committee
• NRC
• Stakeholder Relationship
• Resident Director
 THRESHOLD BASED COMPLIANCE

Compliance Applicable or Not Reason for applicability

Applicable

Corporate Social Responsibility Applicable The Net worth is more than 500 Crores,
(CSR) (Variable Compliance) Turnover is more than 1000 Crores, Net
profit is more than 5 Crores.
Rotation of Statutory Auditors Applicable Applicable to every Listed entity
(Fixed Compliance for
Listed entity) The Current Statutory Auditors of the
Company are M/s. P. B. Vijayaraghavan &
Co., Chartered Accountants (FRN No.
004721S).

Certification of Annual Return by a Applicable Applicable to every Listed entity

Company Secretary in Practice (Fixed Compliance for
(MGT-8) Listed entity)
 THRESHOLD BASED COMPLIANCE

Compliance Applicable or Not Reason for applicability

Applicable

Filing AOC-4 through XBRL mode Applicable Applicable to every Listed entity
(Fixed Compliance for
Listed entity)

Appointment of Independent Director Applicable Applicable to every Listed entity

(Fixed Compliance for
Listed entity)

Constitution of Audit Committee and Applicable Applicable to every Listed entity

Nomination and remuneration (Fixed Compliance for
committee Listed entity)

Appointment of Internal Auditors Applicable Applicable to every Listed entity

(Fixed Compliance for
Listed entity)
 THRESHOLD BASED COMPLIANCE

Compliance Applicable or Not Reason for applicability

Applicable
Appointment of Women Director Applicable Applicable to every Listed entity
(Fixed Compliance
for Listed entity)

Requirement to comply with Applicable Net worth is more than 250 Crores.
Indian Accounting Standards (Fixed Compliance)
(Financial statements shall be
prepared as per IND AS)
Maintenance of Cost Records Not-Applicable Company is not falling under list of
(Variable regulated and non-regulated sectors
Compliance) as per Rule 3 of the Companies
(Cost Records and Audit) Rules,
2014 having an overall turnover from
all its products & services during the
immediately preceding financial year
Rs.35 crore or more.
 THRESHOLD BASED COMPLIANCE

Compliance Applicable or Reason for applicability

Not Applicable
Appointment of cost Not-Applicable Company is not falling under list of regulated and
auditor (Variable non-regulated sectors as per Rule 3 of the
Compliance) Companies (Cost Records and Audit) Rules, 2014
having an overall turnover from all its products &
services during the immediately preceding financial
year Rs.100 crore or more and Aggregate turnover of
the Individual products or services during the
preceding financial year Rs.35 crore or more
Voting by Electronic Applicable Every Company;
means (Fixed a. Whose Equity Shares are listed on a recognized
Compliance for stock exchange and;
Listed entity) b. Having 1000 or more members.

Establish Vigil Applicable Applicable to every Listed entity

Mechanism (Fixed
Compliance for
Listed entity)
 THRESHOLD BASED COMPLIANCE

Compliance Applicable or Reason for applicability

Not Applicable
Stakeholder Relationship Applicable Applicable to every public company having
Committee (Variable more than 1000 shareholders, debenture-
Compliance) holders, deposit-holders and any other
security holders at any time during a financial
year
Secretarial Audit Report Applicable Applicable to every Listed entity
(Fixed
Compliance for
Listed entity)

Appointment of Key Applicable Applicable to every Listed entity

Managerial Personnel (Fixed
Compliance for
Listed entity)
 THRESHOLD BASED COMPLIANCE

Compliance Applicable or Reason for applicability

Not Applicable
Reporting of Internal Applicable Applicable to every Listed entity
Financial Control in Auditors (Fixed
Report Compliance for
Listed entity)

Companies (Auditor’s Not-Applicable It shall apply to every company except–

Report) Order, 2020 (CARO) (Variable
Compliance) (i) a banking company as defined in clause (c)
of section 5 of the Banking Regulation Act,
1949 (10 of 1949);
Disclosure in Board’s Report Applicable Applicable to every Listed entity
for manner of formal annual (Fixed
evaluation of Board of Compliance for
Directors, its Committees Listed entity)
and of individual Directors
 E-Form MSME-1:
Pursuant to Section 9 of the Micro, Small and Medium Enterprises Development
Act, 2006, All companies, who get supplies of goods or services from micro and
small enterprises and whose payments to micro and small enterprise suppliers
exceed forty-five days from the date of acceptance or the date of deemed
acceptance of the goods or services are required to file e-form MSME-1 with
Registrar of Companies (ROC).

Due Date of Filing ?

For Half year period April to September – 31st October
For half year period October to March – 30th April

Nil Return (no outstanding amounts) is required to be filed?

Answer: No.
 Requirement of Auditor’s Certificate for Return of
Deposits (DPT 3):

What is Annual Return of Deposits?

Every company, to which Companies (Acceptance of Deposits) Rules, 2014

apply, is required to file an Annual Return of Deposits in Form DPT-3 on or
before June 30 every year specifying the duly audited (audited by the auditor
of the company) figures of that year. The annual return requires companies to
provide category wise detailed bifurcation of the exempt category deposit
outstanding as on 31st March.
 Establishment of Vigil Mechanism:

Pursuant to Section 177(9) of the Companies Act, 2013 read with the Rule 7 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, the Companies
which have borrowed money from banks and public financial institutions in
excess of fifty crore rupees shall establish a vigil mechanism for their directors
and employees to report their genuine concerns or grievances.

The vigil mechanism shall provide for adequate safeguards against victimisation of
employees and directors who avail of the vigil mechanism and also provide for
direct access to the Chairperson of the Audit Committee, or the director nominated to
play the role of Audit Committee, as the case may be, in exceptional cases.
BEN 2 – SECTION 90

• Disclosure of Significant Beneficial Owner: Company shall file BEN-2

within 30 days of receipt of BEN-1 from Share holder.

• Note: On regular basis company have to check whether there is any SBO
in company due to change in its shareholding or due to change in
shareholding of body corporate members.
 Registers Under Companies Act, 2013:

1. Register of Members in Form MGT-1:

Pursuant to Section 88(1)(a) of the Companies Act, 2013 read with the Rule 3 of the
Companies (Management and Administration) Rules, 2014, every company shall
maintain the register of members in Form No. MGT-1.

2. Register of Debenture holders/other security holders in Form MGT-2:

Pursuant to Section 88(1)(b)(c) of the Companies Act, 2013 read with the Rule 4 of the
Companies (Management and Administration) Rules, 2014, Every company which
issues or allots debentures or any other security shall maintain a separate register of
debenture holders or security holders, as the case may be, for each type of debentures
or other securities in Form No. MGT-2.
3. Register of Directors and Key Managerial Personnel:
Pursuant to Section 170 of the Companies Act, 2013 read with the Rule 17 of the
Companies (Appointment and Qualifications of Directors) Rules, 2014, Every company
shall keep at its registered office a register containing such particulars of its directors
and key managerial personnel as may be prescribed, which shall include the details
of securities held by each of them in the company or its holding, subsidiary, subsidiary
of company’s holding company or associate companies.

4. Register of Contracts with Related Party in Form MBP-4:

Pursuant to Section 189 of the Companies Act, 2013 read with the Rule 16 of the
Companies (Meetings of Board and its powers) Rules, 2014, Every company shall
maintain register of contracts with related party and contracts and bodies etc. in
which directors are interested in Form No. MBP-4.
5. Register of Renewed and Duplicate share certificate in Form SH-2:
Pursuant to Section 46(3) of the Companies Act, 2013 read with the Rule 6 of the
Companies (Share Capital and Debentures) Rules, 2014, Every company shall
maintain register of Register of renewed and duplicate share certificates in Form No.
SH-2.

6. Register of Contracts with Related Party in Form SH-6:

Pursuant to Section 62 of the Companies Act, 2013 read with the Rule 12 of the
Companies (Share Capital and Debentures) Rules, 2014, Every company shall
maintain Register of employee stock options in Form No. SH-6.
CRA 2 – 148(3) COST AUDITOR

• cost audit shall be conducted by Cost Accountant in Practice

who shall be appointed by the Board on such remuneration as
determined by the members in such a manner as may be
prescribed
CRA 4

• Form for filing Cost Audit Report with the Central Government.
within a period of 30 days from the date of receipt of a copy of
the cost audit report
PAS 6 – RULE 9A(3)

• Reconciliation of Share Capital Report

• Company is required to submit reconciliation share capital report with ROC
audited by a practicing company secretary
• 60 days of conclusion of half year – unlisted public company
 Section 134(3)(a) of Companies Act, 2013: Web Address

1) As per Companies Act, 2013: Boards Report shall include the web address,
if any, where annual return referred to in sub-section (3) of section 92 has been
placed.

2) As per the Board’s Report of Infosys: In accordance with the Companies

Act, 2013, an extract of the annual return in the prescribed format is appended as
Annexure 6 to the Board’s report.

Note: Since the above provision was effective from August 28, 2020, by then the
Board’s Report was dispatched to the shareholders as part of annual return, the
web address was not given in the Board’s Report of Infosys Limited.
 Section 134(3)(b) of Companies Act, 2013: Number of meetings
of the Board

1) As per Companies Act, 2013: Boards Report shall include the number
of meetings of the Board.

2) As per the Board’s Report of Infosys: The Board met eight times
during the financial year. The meeting details are provided in the Corporate
governance report of the Annual Report. The maximum interval between any
two meetings did not exceed 120 days, as prescribed by the Companies Act,
2013.
 Section 134(3)(c) of Companies Act, 2013: Directors’ Responsibility
Statement

1) As per Companies Act, 2013: The Directors’ Responsibility Statement 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.
Explanation.—For the purposes of this clause, the term “internal financial controls”
means the policies and procedures adopted by the company for ensuring the orderly
and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information;

(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.
2) As per the Board’s Report of Infosys:
The directors confirm that :
• In preparation of the annual accounts for the financial year ended March 31, 2020, the
applicable accounting standards have been followed and there are no material
departures.
• They have 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 of the Company for that period.
• They have taken proper and sufficient care towards the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
• They have prepared the annual accounts on a going concern basis.
• They have laid down internal financial controls, which are adequate and are operating
effectively.
• They have devised proper systems to ensure compliance with the provisions of all
applicable laws, and such systems are adequate and operating effectively.
 Section 134(3)(ca) of Companies Act, 2013: Details of Fraud

1) As per Companies Act, 2013: Boards Report shall include the details in
respect of frauds reported by auditors under sub-section (12) of section 143
other than those which are reportable to the Central Government.

2) As per the Board’s Report of Infosys: During the year under review,
neither the statutory auditors nor the secretarial auditor has reported to the audit
committee, under Section 143 (12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its officers or employees, the details of
which would need to be mentioned in the Board’s report.
 Section 134(3)(d) of Companies Act, 2013: Declaration by Independent
Director

1) As per Companies Act, 2013: Boards Report shall include a statement on

declaration given by independent directors under sub-section (6) of section 149.

2) As per the Board’s Report of Infosys:

The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25
of the Listing Regulations.
 Section 134(3)(e) of Companies Act, 2013 : Policy on Director’s
Appointment, Remuneration & Criteria for determining Qualifications.

1) As per Companies Act, 2013: In case of a company covered under sub-section (1) of section
178, company’s policy on directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under sub-
section (3) of section 178 to be disclosed in Board's report.

2) As per the Board’s Report of Infosys: The current policy is to have an appropriate mix of
executive, non-executive and independent directors to maintain the independence of the Board and
separate its functions of governance and management. As of March 31, 2020, the Board had eight
members, two of whom are executive directors, a non-executive and non-independent member and
five independent directors. Two of the independent directors of the Board are women.
The policy of the Company on directors’ appointment and remuneration, including the criteria for
determining qualifications, positive attributes, independence of a director and other matters, as
required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on our
website, at https://www.infosys.com/investors/corporategovernance/ documents/nomination-
remuneration-policy.pdf. We affirm that the remuneration paid to the directors is as per the terms
laid out in the Nomination and Remuneration Policy of the Company.
 Section 134(3)(f) of Companies Act, 2013: Explanations in response
to Auditor’s qualifications.

1) As per Companies Act, 2013: Boards Report shall include Explanations or

comments by the Board on every qualification, reservation or adverse remark or
disclaimer made—
(i) by the auditor in his report; and
(ii) by the company secretary in practice in his secretarial audit report.

2) As per the Board’s Report of Infosys: The Auditors’ Report for fiscal 2020
does not contain any qualification, reservation or adverse remark as per the
Report enclosed with the financial statements in the Annual Report.

The Secretarial Auditors’ Report for fiscal 2020 does not contain any qualification,
reservation or adverse remark. The Secretarial Auditors’ Report has been
enclosed as Annexure 5 in the Board’s report of the Annual Report.
 Section 134(3)(g) of Companies Act, 2013: Particulars of loans,
guarantees or investments under section 186.

1) As per Companies Act, 2013: As per Section 186, the company shall
disclose to the members in the financial statement the full particulars of the loans
given, investment made, or guarantee given, or security provided and the purpose
for which the loan or guarantee or security is proposed to be utilised by the
recipient of the loan or guarantee or security.

2) As per the Board’s Report of Infosys: Loans, guarantees and investments

covered under Section 186 of the Companies Act, 2013 form part of the Notes to
the financial statements has been provided in the Annual Report.
 Section 134(3)(h) of Companies Act, 2013: Particulars of contracts
or arrangements with related parties.

1) As per Companies Act, 2013: As per Section 188, every contract or

arrangement entered into under sub-section (1) of section 188, shall be referred to
in the Board’s report to the shareholders along with the justification for entering into
such contract or arrangement.

2) As per the Board’s Report of Infosys: Particulars of contracts or

arrangements with related parties referred to in Section 188(1) of the Companies
Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the
Board’s report.
 Section 134(3)(j) of Companies Act, 2013: Proposed amount of
reserves.

1) As per Companies Act, 2013: Boards Report shall include a statement on

the amounts, if any, which it proposes to carry to any reserves.

2) As per the Board’s Report of Infosys: We propose to transfer ₹ 1,554

crore to the general reserve on account of the declaration of dividend.
 Section 134(3)(k) of Companies Act, 2013: Dividend.

1) As per Companies Act, 2013: Boards Report shall include a statement on

the amounts, if any, which it recommends should be paid by way of dividend.

2) As per the Board’s Report of Infosys: The Company recommended /

declared dividend as under:
Fiscal 2020 Fiscal 2019
Dividend per Dividend payout Dividend per Dividend payout
share (in ₹) (in ₹ crore) share (in ₹) (in ₹ crore)
Interim dividend 8.00 4,107 7.00 3,680
Final dividend 9.50 4,046 10.50 5,446
Special dividend - 4.00 2,107
Total dividend 17.50 21.50
Payout ratio (interim and 53.5% 68.1%
final dividend)
 Section 134(3)(l) of Companies Act, 2013: Material changes and
commitments, if any.

1) As per Companies Act, 2013: Boards Report shall include a statement on

material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report.

2) As per the Board’s Report of Infosys: There have been no material

changes and commitments, which affect the financial position of the Company, that
have occurred between the end of the financial year to which the financial
statements relate and the date of this report.
 Section 134(3)(m) of Companies Act, 2013: Conservation of energy,
technology absorption, foreign exchange earnings and outgo.

1) As per Companies Act, 2013: Boards Report shall include a statement on

the conservation of energy, technology absorption, foreign exchange earnings
and outgo, in such manner as may be prescribed.

2) As per the Board’s Report of Infosys: The particulars, as prescribed

under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014, are enclosed as Annexure 8 to the
Board’s report.
 Section 134(3)(n) of Companies Act, 2013: Risk Management.

1) As per Companies Act, 2013: Boards Report shall include a statement

indicating development and implementation of a risk management policy for the
company including identification therein of elements of risk, if any, which in the
opinion of the Board may threaten the existence of the company.

2) As per the Board’s Report of Infosys: In terms of the provisions of Section

134 of the Companies Act, 2013, a Risk management report is set out in this
Annual Report.
 Section 134(3)(O) of Companies Act, 2013: Corporate Social
Responsibility.

1) As per Companies Act, 2013: Boards Report shall include a statement

indicating the details about the policy developed and implemented by the
company on corporate social responsibility initiatives taken during the year.

2) As per the Board’s Report of Infosys: Infosys has been an early adopter
of CSR initiatives. The Company works primarily through the Infosys Foundation,
towards supporting projects in the areas of protection of national heritage,
restoration of historical sites, and promotion of art and culture; destitute care and
rehabilitation; environmental sustainability and ecological balance; promoting
education and enhancing vocational skills; promoting healthcare including
preventive health care, and rural development. In fiscal 2020, the Company’s CSR
efforts included COVID-19 relief in multiple states.
As per the Board’s Report of Infosys: Continued

The Company’s CSR Policy is available on our website, at

https://www.infosys.com/investors/corporate-governance/Documents/corporate-
social-responsibility-policy.pdf.

The annual report on our CSR activities is appended as Annexure 7 to the Board’s
report. Infosys Foundation USA undertakes CSR initiatives outside of India. The
said initiative is over and above the statutory requirement.

The highlights of the initiatives undertaken by the Company, the Infosys Foundation,
and Infosys Foundation USA form part of this Annual report.
• The highlights of the initiatives undertaken by the Company,
• the Infosys Foundation, and Infosys Foundation USA form
• part of this Annual report.
 Section 134(3)(p) of Companies Act, 2013: Board Evaluation.

1) As per Companies Act, 2013: In case of a listed company and every other
public company having paid-up share capital of twenty-five crores or more, a
statement indicating the manner in which formal annual evaluation of the
performance of the Board, its Committees and of individual directors has been
made.

2) As per the Board’s Report of Infosys: The nomination and remuneration

committee engaged Egon Zehnder, external consultants, to conduct Board
evaluation for the year. The evaluation of all the directors, committees, Chairman
of the Board, and the Board as a whole was conducted based on the criteria and
framework adopted by the Board. The evaluation parameters and the process
have been explained in the Corporate governance report.
 Section 134(3)(q) & Rule 8(5)(3) of The Companies (Accounts)
Rules, 2014: Directors and Key Managerial Personnel.

1) As per Companies Act, 2013: Boards Report shall include a statement

indicating “the details of directors or key managerial personnel who were
appointed or have resigned during the year.

2) As per the Board’s Report of Infosys: Roopa Kudva, an independent

director, on completion of her tenure, retired as a member of the Board effective
February 3, 2020. The disclosure in this regard is available at
https://www.infosys.com/investors/documents/retirement-independentdirector-
3feb2020.pdf.

D.N. Prahlad, an independent director, resigned as a member of the Board

effective April 20, 2020 to devote more time to his other business commitments.
The disclosure in this regard is available at https://www.infosys.com/newsroom/
press-releases/2020/independent-director-steppingdown- 20april2020.html.
As per the Board’s Report of Infosys: Continued

Uri Levine was appointed to the Board as an additional and independent director
considering his integrity, expertise and experience effective April 20, 2020 for a
period of three years subject to the approval of shareholders at the 39th AGM. The
notice convening the meeting sets out the details of his appointment.

Reappointments - As per the provisions of the Companies Act, 2013, Salil Parekh,
retires by rotation at the ensuing AGM and, being eligible, seeks reappointment.
Based on the performance evaluation and recommendation of the nomination and
remuneration committee, the Board recommends his reappointment.
 Section 134(3)(q) & Rule 8(5)(4) of The Companies (Accounts) Rules,
2014: Companies which have become or ceased to be Subsidiaries,
Associates and Joint Ventures:
1) As per Companies Act, 2013: Boards Report shall include a statement
indicating the names of companies which have become or ceased to be its
Subsidiaries, joint ventures or associate companies during the year.

2) As per the Board’s Report of Infosys: We, along with our subsidiaries,
provide consulting, technology, outsourcing and next-generation digital services.
At the beginning of the year, we had 25 direct subsidiaries and 34 step-down
subsidiaries. As on March 31, 2020, we have 23 direct subsidiaries and 52 step-
down subsidiaries.
 Section 134(3)(q) & Rule 8(5)(5&6) of The Companies (Accounts) Rules,
2014: Details of Deposits.
1) As per Companies Act, 2013: Boards Report shall include a statement indicating the
details relating to deposits, covered under Chapter V of the Act.
(a) accepted during the year;
(b) remained unpaid or unclaimed as at the end of the year;
(c) 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;
And the details of deposits which are not in compliance with the requirements of Chapter V of the Act.

2) As per the Board’s Report of Infosys: We have not accepted any fixed deposits,
including from the public, and, as such, no amount of principal or interest was outstanding as of the
Balance Sheet date.
 Section 134(3)(q) & Rule 8(5)(7) of The Companies (Accounts)
Rules, 2014: Material orders of judicial bodies/regulators.

1) As per Companies Act, 2013: Boards Report shall include a statement

indicating the details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company’s
operations in future.

2) As per the Board’s Report of Infosys: There are no significant and

material orders passed by the regulators or courts or tribunals impacting the
going concern status and the Company’s operations in future.
 Section 134(3)(q) & Rule 8(5)(8) of The Companies (Accounts)
Rules, 2014: Internal Financial Controls.

1) As per Companies Act, 2013: Boards Report shall include a statement

indicating the details in respect of adequacy of internal financial controls with
reference to the Financial Statements.

2) As per the Board’s Report of Infosys: The Board has adopted policies and
procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Company’s policies, safeguarding of its assets, prevention and
detection of fraud, error reporting mechanisms, accuracy and completeness of the
accounting records, and timely preparation of reliable financial disclosures. For
more details, refer to the ‘Internal control systems and their adequacy’ section in
Management’s discussion and analysis, which forms part of this Annual Report.
 Section 134(3)(q) & Rule 8(5)(9) of The Companies (Accounts)
Rules, 2014: Auditors.
1) As per Companies Act, 2013: Boards Report shall include a statement
indicating the disclosure, as to whether maintenance of cost records as specified
by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is required by the Company and accordingly such
accounts and records are made and maintained.

2) As per the Board’s Report of Infosys: Maintenance of cost records and

requirement of cost audit as prescribed under the provisions of Section 148(1) of
the Companies Act, 2013 are not applicable for the business activities carried out
by the Company.
 Section 134(3)(q) & Rule 8(5)(10) of The Companies (Accounts)
Rules, 2014: Disclosures Pertaining to the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013:
1) As per Companies Act, 2013: Boards Report shall include a statement
indicating a statement that the company has complied with provisions relating to
the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

2) As per the Board’s Report of Infosys: At Infosys, our goal has been to
create an open and safe workplace where each and every employee feels
empowered to contribute to the best of their abilities, irrespective of gender, sexual
preferences or any other classification that has no bearing on the employee’s work
output. Towards this, our flagship offering, the Anti-Sexual Harassment Initiative
(ASHI), has created its own brand as it proudly completes 20 years of enabling a
positive and safe work environment for our employees. Our ASHI practices have
set an industry benchmark as it ranked first among 350+ companies that
participated in an external survey on the best anti-sexual harassment initiatives in
2017 and 2019.
As per the Board’s Report of Infosys: Continued

Infosys has constituted an Internal Committee (IC) in all the development centers of the
Company across India to consider and resolve all sexual harassment complaints reported
by women. The constitution of the IC is as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes
external members from NGOs or with relevant experience. Investigations are conducted
and decisions made by the IC at the respective location, and a senior woman employee is
the presiding officer over every case. Half of the total members of the IC are women. The
details of complaints pertaining to sexual harassment that were filed, disposed of and
pending during the financial year are provided in the Business responsibility report of this
Annual report.
STAY SAFE. STAY COMPLIANT.
MY INSPIRATION – WHY I AM HERE

You can have everything in life, if you help enough other people
get what they want.

• - Zig Zigler, American Author

To share my knowledge and experience to as many knowledge
seekers and to spread the awareness on Governance &
Compliance.

ReConstruct; ReHabilate; ReLearn

– my vision statement
 THANK YOU
For having me & for a patient listening

SUNDHARESAN JAYAMOORTHI,
The only ECG Specialist
Ethics. Compliance. Governance.

Author of BOARD ANATOMY, Bengaluru

Write to me:
[email protected]

Speak to me on +91 98800 26296

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