PREPARING FOR FILING THE ANNUAL RETURNS? MAKE SURE YOU DON’T MISS OUT THESE MANDATORY DISCLOSURES

Yes, its that time of the year, when everyone is hustling to comply with mandatory filing requirements related to audited accounts with the Ministry of Corporate Affairs. There are certain disclosure requirements, which are relatively new, and we have summarized them below, to ensure you don’t miss them!

PUBLISH ANNUAL REPORT ON WEBSITE

Yes, You heard right! Every company is required to publish its annual returns on the company website. The link of these annual returns must be disclosed in the Directors’ Report

DISCLOSURES PERTAINING TO ANTI SEXUAL HARASSMENT POLICY

The Ministry of Corporate Affairs (MCA) mandates every company with at least 1 woman employee to have an Anti- Sexual Harassment Policy in place. Companies with more than 10 employees, and at least 1 woman employee are required to form an Internal Complaints Committee (ICC). A statement that the company has complied with the provisions relating to constitution of the Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 must be inserted in the Director’s Report as required under Rule 12 of In the Companies (Accounts) Rules, 2014.

ESOP DISCLOSURES IN THE DIRECTOR’S REPORT

According to Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the Board of Directors are required to disclose the following details regarding the Employee Stock Option Plan (ESOPs) within the Director’s report:

  1.  number of ESOPs granted;
  2.  number of ESOPs vested;
  3.  number of ESOPs exercised;
  4.  the total number of shares created as a result of exercise of ESOPs;
  5.  number of ESOPs lapsed;
  6.  the exercise price of such ESOPs;
  7.  total amount realized by the exercise of ESOPs;
  8.  the total number of ESOPs in force
  9.  employee-wise details of ESOPs granted to :
    •  key managerial personnel
    •  any employee who receives in a year a grant of ESOPs which is 5% or more of the total ESOPs granted in that year;
    •  any employee who was granted ESOPs in a year which was equal to or exceeded 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant