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    A companys annual report contains not onlythe financial statements and notes thereon,but also certain financial report as well. Themost common and statutorily required

    reports are:

    [1] Auditors report

    [2] Directors report

    [3] Corporate Governance report

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    Corporate annual reports also contain certainfinancial reports. Auditors report plays animportant role in ensuring financial disciplinein a company. Directors report is the is the

    annual score card of the performance of thecompany, to its owner.

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    Requirements of the companies act Companies order, 2003 or CARO

    [1] applicability

    [2] matters to be included in the auditorsreport

    - fixed assets

    - inventory

    - loans granted to/taken from companiesand firms in which directors are firms in whichdirectors are interested

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    - internal control system

    - transactions with companies and firms inwhich directors are interested

    - public deposits

    - internal audit system

    - cost accounts and records

    - statutory dues- accumulated loses

    - default in repayment in loans

    - loans granted against securities- chit fund, mutual benefit fund/societies

    - companies dealing in securities

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    - third party guarantees

    - application of loan for the intended purpose

    - use of short term funds for long terminvestment

    - preferential allotment

    - creation of charge on debentures

    - end use of public issue- frauds

    Reason to be stated for unfavourable or

    qualified answers Significance and implications of auditors

    report

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    Reasons to be stated for unfavourable orqualified answers.

    Significance and implications of auditorsreport

    Corporate financial practices

    Analysis of the auditors report

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    Requirements of the companies act Corporate financial practices

    Analysis of directors report

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    INTRODUCTION:

    The fundamental objective of corporate

    governance is investor protection &enhancement of shareholder's wealth, keepingin view the interests of other stakeholders.Corporate governance report seeks to report

    the effectiveness with which the mgt isdischarging its responsibilities towardsattaining its objectives.

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    In 1996, the confederation of Indianindustry[CII] took a special initiative oncorporate governance- the first institutionalinitiative in the Indian industry on the subject.

    A national task force was set up with RahulBajaj, chairman & managing director, BajajAuto Ltd, as its chairman.

    The objective was to develop & promote acode for corporate governance to be adopted& followed by Indian companies.

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    Kumar Mangalam Birla committee oncorporate governance

    Scope & importance of corporate governance.

    Fundamental objective

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    SEBI considered the recommendations of theKumar Mangalam Birla Committee & directedstock exchanges on 21st February,2000 toincorporate a new clause on corporate

    governance, namely clause49, in the listingagreement.

    The clause was amended a number of times &was applicable upto 31st december,2005.

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    Clause 49: corporate governance:

    The company agrees to comply with the

    following provisions: Board of directors

    1.composition of board2.non executive directors compensation &disclosures

    3.other provisions as to board & committees

    4.code of conduct

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    Audit committee1.qualified & independent audit committee

    2.meeting of audit committee3.powers of audit committee4.role of audit committee5.review of information by audit committee

    Subsidiary companiesDisclosures

    1.basis of related party transactions2.disclosures of accounting treatment

    3.board disclosures-risk mgt4.proceeds from public issues, right issues,preferential issues etc.

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    5.remunaration of directors

    6.mgt

    7.shareholdersCEO/CFO certification Report on Corporate GovernanceCompliance

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    Listing agreement refers to audit committeeset up pursuant to the provisions of the

    companies act, section 292A which deals withthe Audit committee, was introduced in theCompanies act by the companies act, 2000with effect from 13th December 2000.


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