(3)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 extract of the annual return as provided under sub-section (3) of section 92;(b)number of meetings of the Board;(c)Directors’ Responsibility Statement;(ca)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;(d)a statement on declaration given by independent directors under sub-section (6) of section 149;(e)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;(f)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;(g)particulars of loans, guarantees or investments under section 186;(h)particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form;(i)the state of the company’s affairs;(j)the amounts, if any, which it proposes to carry to any reserves;(k)the amount, if any, which it recommends should be paid by way of dividend;(l)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;(m)the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed;(n)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;(o)the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;(p)in case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors;(q)such other matters as may be prescribed.
