Section 24C · Board's report

¹[24C. Board's report.---(1) There shall be attached to financial statements placed before general meeting, a report by the Board, which shall include---

(a) number of meetings of the Board;

(b) a Directors' Responsibility Statement;

(c) details in respect of frauds reported by auditors;

(d) a statement on declarations given by independent directors under the second proviso to subsection (3) of section 4;

(e) the Corporation's policy on directors' appointment, including the criteria for determining qualifications, positive attributes and independence of a director, which are referred to in section 19B;

(f) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made in the auditor's report;

(g) particulars in respect of investments in terms of the provisions of section 27A of the Insurance Act as made applicable to the Corporation by notification issued under sub-section (2) of section 43;

(h) particulars of contracts or arrangements with related parties, referred to in sub-section (1) of section 4C;

(i) the state of the Corporation's affairs;

(j) the amounts, if any, which are carried 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 Corporation, which have occurred between the end of the financial year to which the financial statements relate and the date of the report;

(m) a statement indicating the manner in which annual evaluation of the performance of individual directors has been made under section 19B;

(n) such other matters as may be prescribed:

Provided that where disclosures referred to in this sub-section have been included in the financial statements, such disclosures may be referred to instead of being repeated in the Board's report:

Provided further that where the policy referred to in clause (e) is made available on the Corporation's website, it shall be sufficient compliance of the requirement under the said clause if the salient features of the policy and any changes therein are specified in brief in the Board's report and the web-address at which the policy is available is indicated therein.

(2) The Directors' Responsibility Statement referred to in clause (b) of sub-section (1) shall state that---

(a) in the preparation of the annual accounts, the requirements referred to in section 24B were followed, along with proper explanation relating to material departures;

(b) accounting policies were selected and applied consistently and the judgments made and estimates were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Corporation at the end of the financial year and of the profit and loss of the Corporation for that period;

(c) proper and sufficient care for the maintenance of adequate accounting records was taken in accordance with the provisions of this Act for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

(d) the annual accounts were prepared on a going concern basis;

(e) the vigilance administration referred to in clause (h) of sub-section (1) of section 8 of the Central Vigilance Commission Act, 2003 (45 of 2003) was in operation in the Corporation under the superintendence of the Central Vigilance Commission, and in addition, internal financial controls to be followed by the Corporation had been laid down and were operating effectively; and

(f) proper systems were devised to ensure compliance with the provisions of applicable laws and were operating effectively.

Explanation.---For the purposes of this sub-section, the expression "internal financial controls" means the policies and procedures adopted for ensuring the orderly and efficient conduct of the Corporation's business, including adherence to its policies, safeguarding of its assets, prevention and detection of errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

(3) The Board's report and any annexures thereto under sub-section (1) shall be signed on behalf of the Board by two whole-time directors and one director other than a whole-time director.]