The main objective of Report is to provide an authemic meaningful intorntation to the shareholders and others, viz, employee-. creditors. society State, etc., regarding . state of company's affairs ar d tl result of a year's wor along with the future prospects. It mutt be atta i with the Balance Sheet and sent to the shareholders along
COMPANY MEETINGS I 243
calling for the annual general meeting. As per Section 217. as amended bvthe Companies (Amendment) Act 1988, the Direcsors' Report must deal with the
(a) the state of company's affairs;
fib) the amounts, if any, wluchtheBoardproposesocarryto any reserves in the Balance Sheet.
(c) the amount if any, which the Board recommends should be paid by way of dividend;
(d) nuatenal changes and commitments, if any, affecting the financial position oftlle companywhich have the end ofthe financial year of the company Jo which the Balance Sheet relates and the date of the report.
(e) the cm lsenahon of energy, eclumologv absorption, foreign exchange earnings and outgo, in such manner as may be prescribedby the Companies (AmendnRnt) Act, 1988. This new sub-clause has been made effective from 1-4-1989 aide Notitication G.S.R. No. 1028 dated 31-12-1988.
The Section further provides that the Directors' Report shall, so far as is material for the appreciation of the state of comyany's affairs by its members and will not in the Board's opinionbe harmful to the business of the company or of any of its subsidiaries, detd with any changes which have occurred during tile financial year:
(a) in the nature of the company's business
b) in the compar..'s subsidiaries or in the nature of the business carried on bv them: and
(c) generally in tile classes of business in which the company has am Merest.
As per sub-section (2A) of Section 217, the Report of the Board of Directors shall include a statement showing the name of ever employee of the company who was in receipt of remuuerauon of Rs. 25,000 or more per month or Rs. 3 lakhs or more per annual inclusive of the value of perqmsites during the financial year (These monetary ceilings were increased
• his spouse and dependent children holds at least two per eeniof the equrly shares of the cotnpany, then his 335 are also to be disclosed in the said Statement provided he was in receipt of remuneration which is in excess of that drawn by the Managing director or whole-time director or manager. The said Statement is also required to indicate whether any such employee is a relafivc (Sectionfi and Schedule IA fifths Act givethemeanigandlist:of relatives) of any director or manager of the company,and if so, the name of such director, and such other particulars as mav be prescribed.
The directors are also bound to give the fullest information and explanations in their report on everv -reservahon qualification or adverse remark contained in the Auditors' Report.
The Board's report and any addendum thereto nmst be signed by the
244 'S: SECRETARIAL PkACTICE
ChAIRMAN'S SPEECH
SECRETARIAL WORK RELATING To ANNUAL GENERAL MEETING
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