Section 217 2(A) Contents of Board Report S.No.

1 Disclosure of employees When disclosure-If employee recd remuneration (i) Rs 24 Lacs or more during FY (ii) Rs 2 lac or more during the month Then disclosure is reqd Before

2 Change in words Particulars of employees of companies If employee recd remuneration Rs 24 Lacs or more during FY Rs 2 lac or more during the month It means the changes in disclosure is reqd for all companies including govt companies

2(A)

d Report After Disclosure of employees When disclosure-If employee recd remuneration Rs 60 Lacs or more during FY Rs 5 lac or more during the month Then disclosure is reqd

Particulars of Govt Companies or companies If employee recd remuneration Rs 60 Lacs or more during FY Rs 5 lac or more during the month govt companies

Section 314 (1B) Office of place of profit S.No. Before This section applies when specified person is appointed 1 at OPP at a monthly remuneration of more than Rs 50,000.

OPP--Office of place of profit

Section 314 (1B) Office of place of profit After This section applies when specified person is appointed at OPP at a monthly remuneration of more than Rs 2,50,000.

Selection of director holding office of place of profit It has to be approved by Selection Committee

Listed--Independent directors+experts from outside the company from outside the company in respective fields Unlisted companies--- Independent directors optional but experts from outside the company compulsory Private companies---Both not necessary

Prosecution of directors . Officers in default 1 Carefull and extensive examination of facts shud be done by ROC before determing following directors as officer in default. Directors appointed by SEBI--For listed companies PSUs----Directors appointed by respective govt Directors appointed by Public Financial Inst Directors nominated by CG u/s 408 of companies act 1956. To check ---whether they knew about the defaulting transactions. Whether they carried their duties in good faith.. 2 Before taking Penal Action --ROC will check Comlaince in case director resigns and company has filed form 32 as reqd by compaines act. .Also chk whether director has actually resigned from the company. Chk status of director,---Nominee or not..through annual returns , annual reports . Timing of commission of offense is also material to make a person responsible, whether that person was charged with tht particular responsibility. Special directors appointed by BIFR under sec 16(6)(b) of SICA 1985, shall not incur any obligation or liability for anything done in good faith.(He wud be excluded from list of officer in default 3 Default u/s 209(5),209(6),211,212 of the act following person as officer in default Where there is managing director or manger ..them..+ company secretary appointed u/s 383A or the person charged for the financial statements. Where there is No managing director every director + company secretary appointed u/s 383A or the person charged for the financial statements. Any person amongst employee and officers who were charged with this responsibility in addition to MD/Manager/BOD as the case may be. Directors including Non-executive directors who were not responsible---Exclude them. Where Non Executive directors to be held as officer in default---Careful examination of facts. Prosecution against Govt Companies /Its directors / officers / MPs/ MLAs, Prior permission from Central Govt. in terms of Sec 621 of the act. Proper checking to be done by ROC,,IF need help in determining officer in default--Take help of regional Director but apna KAAM SAHI SE KARO YAAR.