Comprehensive Guide to Corporate Financial Reporting – Meaning | Objective | Importance

Table of Contents

1. Meaning, Need and Objectives of Corporate Financial Reporting
2. Meaning, Purpose, Importance and Constituents of Annual Report
3. Difference Between Annual Report and Financial Statements
4. Contents of the Report of Board of Directors

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1. Meaning, Need and Objectives of Corporate Financial Reporting

1.1 Meaning of Corporate Financial Reporting

Financial Reporting is the reporting of accounting information of a corporate of non-corporate entity to a user or groups of users.

Corporate Financial Reporting is communication of published financial statements and related information form a company to investors, creditors, government authorities and other external users.

The term ‘financial reporting’ is not restricted to information communicated through-financial statements.

Financial reporting has a broader scope than the financial statements. Financial statements are only one of the many means of conveying information about financial performance and financial position of the enterprise.

Financial statements are central feature of financial reporting. They are principal means of communicating accounting information to those outside an enterprise. Although financial statements may contain information from sources other than accounting records, but elements of financial statement (i.e. assets, liabilities, revenues, expenses and equity) provide the bulk of the information for financial statements. The financial statement in relation to a company, includes balance sheet, statement of profit and loss (or in case of a company carrying on activity not for profit, an income and expenditure account), cash flow statement, and explanatory notes. It will also include statement of changes in equity, in case of companies which are required to prepare financial statements as per Ind AS.

These are called general purpose financial statements. Financial reporting includes not only financial statements but also other means of communicating information. Management may communicate information to those outside an enterprise by means of financial reporting other than general purpose financial statements either because the information is required to be disclosed by regulatory rule or because the management considers it useful to the those outside the enterprise and discloses it voluntarily.

Such information may take various forms and relate to various matters, such as financial forecasts, new customers added in case information technology companies, budgets, capital expenditure plans, new products, restructuring and research and development initiatives. In recent years, voluntary disclosure (i.e. disclosure over and above those specified by law) has become an important aspect of financial reporting.

1.2 Need or Importance of Corporate Financial Reporting

1.2.1 Financial Reporting of accounting information specified by law and accounting standards

As per American Accounting Association (AAA), “Accounting is the process of identifying, measuring and communicating economic information to permit informed judgment and decisions by users of information.”

The definition emphasises the need of communicating economic information so that the users of the information can take informed judgment and decisions. There is need for preparation and communication of general purpose financial statements to the users of accounting information, particularly to the external users. Therefore, companies must disclose minimum amount of information specified by law and accounting standards.

Managers should disclose the financial performance of the year or quarter that went by and in simple language that an investor can understand.

1.2.2 Voluntary disclosure

Many companies voluntary disclose information over and above those specified by law and accounting standards. Voluntary disclosure has become an important aspect of financial reporting. The need for voluntary disclosure arises from the following:

(a) Capital market forces: Investors and capital market analysts prefer the firms which are more transparent to firms that just satisfy minimum disclosure requirements. Firms that provide more disclosures enjoy greater credibility with the investors and such companies attract more capital at relatively lower costs.

(b) High Standard of Corporate Governance: Customers are more comfortable with suppliers that follow high standards of corporate governance, such as Infosys Ltd., and extensive voluntary disclosures. Companies may disclose in advance the new products to be launched. For example, Microsoft announced new operating system well in advance. Similarly, Boeing announced new aircraft in advance so that the airport authorities prepare the required infrastructure.

(c) Maintenance and enhancement of reputation in managerial labour market: Managers earn their remuneration by supplying their talent for managing enterprises. They can maintain and enhance their reputation by providing useful voluntary disclosures to the external world. Thus there is need for better financial reporting.

1.3 Objective of Corporate Financial Reporting

The major objectives of financial reporting are as follows:

1. To provide information about financial performance (i.e. profit earned or loss incurred) of a company in conformity with the generally accepted accounting principles, accounting standards and the law during the reporting period.
2. To provide information about financial position (i.e. assets, liabilities, share capital and reserves and surplus) of a company in confirmity with the generally accepted accounting principles, accounting standards and the law as at the end of the reporting period.
3. To provide information about cash flows from operating, investing and financial activities of a company during the reporting period.
4. To provide information useful to present and potential investors, creditors and other users in making rational investment, credit and similar decisions.
5. To provide information on management accountability to judge management’s effectiveness in utilising the resources and running a company. Management accountability includes safe keeping of assets entrusted, information about future activities, budgets, forecast financial statements, capital expenditure proposals, etc. Management accountability is beyond the company’s legal responsibilities to shareholders, debenture holders and creditors.
6. To provide environment, social and governance (ESG) information. ESG information is important for understanding the long-term future and solvency of business similar to the number in the financial statements. A company’s concerns about climate change, employee wellbeing, ethics, product safety sustainability, child labour, data security, etc. are highly relevant to decision makers.
7. To provide reliable information about economic resources and obligations of a company so that the users (i) can evaluate its strengths and weaknesses, (ii) know its financial and investment, (iii) can evaluate its ability to meet its commitments and (iv) show its resource base for growth.
8. To provide financial information for estimating earnings potential of a company.
9. To supply information useful for judging management’s ability to company resources effectively in achieving the organisation’s goals.

2. Meaning, Purpose, Importance and Constituents of Annual Report

2.1 Meaning and Purpose of Annual Report

Annual Report of a company is a comprehensive report on the company’s operations, activities, financial performance and cash flow for previous accounting period and financial position as at the end of the accounting period. It provides detailed financial numbers relating to company’s financial performance, financial position, cash flows and provides various reports such as Board’s report, auditor’s report, corporate social responsibility report, corporate governance report, business responsibility report, and other information about the company and its activities. The financial statements are the most important part of an annual report.

The purpose of an annual report is to provide detailed accounting information on a company’s operations and financial performance to the external world. Annual report also contain a number of reports and other information for the benefit of the users and to comply with the legal and regulatory requirements.

Companies use annual reports and quarterly reports to communicate with their investors. Managers are expected to tell financial performance and financial position and other information of the year or quarter which have been achieved. They are expected to explain what they are achieved or failed to achieve to meet the expectations of the investors. Warren Buffet, the legendary investor, recommends the use of simple language in management communication. However some companies do not share this view. Sometimes the company do not explain the lower profit inspite higher revenues. Further, the companies blame external factors for lower profit.

The analyst should read carefully the chairman’s statement, director’s report, auditors’ report, financial statements and other information given in annual report.

2.2 Importance of Annual Report

Annual Report is regarded as the most important source of information about the financial performance, financial position, cash flows, director’s report, auditors’ report and other information about a company’s affairs due to the following reasons:

(i) Annual Report is relatively easily accessible than any other source of information.

(ii) The annual report contains audited financial statements which are more reliable.

(iii) Annual Report includes not only financial statements but also Board’s report, auditors’ report, some other reports and some more detailed information such as historical summary, business results, company’s plans which are not available in other sources of information.

(iv) Information given in the Annual Report is used by investors to predict company’s future performance.

(v) Annual Report provides to the investors a base for estimating future share prices of the company and related cash flows.

Therefore, there is need to make published corporate annual reports more informative. They should contain such information which satisfy the information needs of the users.

2.3 Constituents of Annual Report

The constituents of Annual Report include financial statements, brief history of the company, purpose and values, chairman’s statement, Chief Executive Officer and Managing Director’s Statement, Board of Directors, Business Model of the Company, Board’s Report, Management Discussion and Analysis, Corporate Social Responsibility Report, Business Responsibility Report, Corporate Governance Report, Secretarial Audit Report, Economic Value Added, Statement containing salient features of financial statements of subsidiaries/associate companies/joint-ventures, Corporate Information, and Notice of Annual General Meeting.

Annual Report may be divided into following sections :

1. Overview

2. Reports

3. Financial statements

• • • Standalone Financial Statements
    • Consolidated Financial Statements

4. Other Information

We can better understand the constituents of the Annual Report from the following contents of Annual Report of Hindustan Unilever Limited for the year 2021-22:

“Overview

Our History

Purposes and Values

At a Glance

Chairman’s Statement

Chief Executive Officer and Managing Director’s Statement

Board of Directors

Our Performance

– Financial

– Environmental, Social and Governance

Evolving Consumer Trends

Our Strategy

HUL Compass Commitments

Our Business Model

Reimagine HUL

Reports

Report of Board of Directors and Management Discussion and Analysis

Annual Report on Corporate Social Responsibility

Business Responsibility Report

Corporate Governance Report

Secretarial Audit Report

Economic Value Added

Financial Statements

Standalone Financial Statements

Independent Auditors’ Report

Balance Sheet

Statement of Profit and Loss

Statement of Changes in Equity

Statement of Cash Flows

Notes

Consolidated Financial Statements

Independent Auditors’ Report

Balance Sheet

Statement of Profit and Loss

Statement of Changes in Equity

Statement of Cash Flows

Notes

Form AOC-1

Others

Corporate Information

Notice of Annual General Meeting

Profile of Directors”

Report of Board of Directors and Management Discussion and Analysis, Sustainability Reporting, XBRL Reporting, Triple Bottom Line Reporting and CSR Reporting have been discussed later in this chapter.

2.4 Explanation of some of the Constituents of Annual Report

HUL’s compass commitments are:

(a) Respect: “We respect each other fairly and with respect.”

(b) Growth: “We have opportunities to develop and progress”.

(c) Teamwork: “We work as part of a positive and caring team.”

These commitments represent the foundation stone of their culture which places their people at the heart of the business.

2.5 Business Responsibility Report

Business Responsibility Report is disclosure of adoption of responsible business practices by a listed company to all its stakeholders, including the larger society.

2.6 Corporate Governance Report

Corporate Governance means the way a company is governed. According to Solomon and Solomon,

“Corporate Governance is the system of checks and balances, both interval and external to the companies, which ensures that the companies discharge their accountability to all their stakeholders and act in a socially responsible way in all areas of their business activity.”

It is a system by which companies are directed and governed.

The basic principles of corporate governance are accountability, transparency, fairness, responsibility and risk management. Good corporate governance ensures robust risk management system.

The main purpose of corporate governance is to create value for shareholders and safeguard the interests of all stakeholders. It is not an end itself but a means to practice and follow corporate democracy at all levels.

The Corporate Governance Report of Hindustan Unilever Limited of 2021-22 stated as follows:

“To succeed, we believe, requires the highest standards of corporate behaviour towards everyone we work with, the communities we touch, and the environment on which we have an impact. This is our trade to sustainable, profitable growth and creating long-term value for our shareholders, our people, and our business partners.”

2.7 Secretarial Audit Report

2.7.1 Meaning of Secretarial Audit

Secretarial audit is a mechanism to monitor compliance with company law and other laws applicable to the corporate sector including the rules and regulations made thereunder. Thus, secretarial audit is compliance audit. It is a part of the total compliance management in an organisation.

2.7.2 Need for Secretarial Audit

Now-a-days, there are a number of laws, rules and regulations in the country which have to be complied with by the corporate sector. Moreover, these laws are complex and there are heavy penalties and punishment for non-compliance of some of these laws, rules and regulations. Therefore, there should be an effective compliance system to avoid non-compliance. The secretarial audit is an effective tool for corporate compliance management. It helps ensure timely corrective measure when non-compliance is detected.

2.7.3 Applicability

As per the Section 204(1) of the Companies Act, 2003 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following companies are required to obtain ‘Secretarial Audit Report’ from the company secretary in practice, in such form as may be prescribed.

1. Every listed company.
2. Every public company having a paid-up share capital of 50 crore rupees or more; or
3. Every public company having a turnover of 250 crore rupees or more.

Secretarial audit is also mandatory to a private company which is subsidiary of a public company, and which falls under the aforesaid prescribed class of companies.

2.7.4 Board’s report

The Board of Director, in their report, shall explain in full any qualification or observation or other remarks made by the company secretary in practice in his secretarial audit report. [Section 204(3)]

2.8 Economic Value Added

Economic Value Added is the net operating profit after tax earned by the firm less cost of finance of the firm’s capital (both debt and equity).

EVA = Net Operating Profit after Tax – a Capital Charge

= NOPAT – (C × Operating Capital Employed)

Where,

C = Weighted Average Cost of Capital (WACC)

To compute accounting profit interest on borrowings is considered but imputed cost of equity is ignored. In case of economic profit, interest on borrowings as well as imputed cost for equity are considered. The economic profit has given rise to economic value added (EVA). It is also known as residual income. Higher the EVA, the better the firm’s operating efficiency.

Following is the extract of the value added statement of Hindustan Unilever Limited for year 2019 and 2020:

Hindustan Unilever Limited

Economic Value Added, Year ended March 31

	(Amount in ` millions)
	2020	2019
Profit after tax, before exceptional item	` 67,430	` 60,800
Add: Interest after tax	0	0
Net Operating Profit after Tax	67,430	60,800
Deduct: Cost of Capital Employed	6,580	7,890
Economic Value Added	60,850	52,910

Form AOC-1 (Form of Statement Containing Salient features of the financial statements of subsidiaries/associate companies/joint ventures

Rule 5 of the Companies (Accounts) Rules, 2014 states that the statement containing salient features of the financial statements of a company’s subsidiary, associate company or companies or joint venture or ventures under the first proviso to sub-section 129 shall be in Form AOC-1.

2.9 Auditor’s Report

Section 143(2) of the Companies Act, 2013 provides that the auditor shall make a report to the members of the company on the accounts examined by him and on every financial statements which are required by or under this Act to be laid before the company in general meeting.

The auditor shall after taking into account (a) the provisions of the Act, (b) the accounting and auditing standards, and (c) matters which are required to be included in the audit report under the provisions of this Act or any rules made thereunder or under any order made under section 143(11) and to the best of his information and knowledge, the said accounts, financial statements give a true and fair view of the state of the company’s affairs as at the end of its financial year and profit and loss and cash flow for the year and such other matters as may be prescribed.

3. Difference Between Annual Report and Financial Statements

The term ‘financial reporting’ is not restricted to information communicated to the users through financial statements. Financial reporting has a broader scope than financial statements. Financial Statements are one of the many means of conveying information about financial performance and financial position of an enterprise.

Following are the distinctions between annual report and financial statements:

Basis	Annual Report	Financial Statements
1. Meaning	Annual Report is a comprehensive report on a company’s activities and financial performance during the preceding 12 months and financial position as at the end of those 12 months.	Financial statements are the statements which show inter alia, an actual view of financial performance of a company during the preceding 12 months and financial position as at the end of the those 12 months.
2. Constituents	Annual Report includes not only financial statements but also Board’s Report, Auditor’s Report, Corporate Social Responsibility Report, etc. which are required to be disclosed by law, regulatory framework, custom or because the management considers it useful to those outside the enterprise and discloses it voluntarily.	Financial statements which are prepared by a Ind-AS compliant company includes: (i) a balance sheet as at the end of the period; (ii) a statement of profit and loss for the period; (iii) a statement of changes in equity; (iv) a statement of cash flows for the period; (v) notes, comprising significant accounting policies and other explanatory information; (vi) comparative information in respect of the preceding period.
3. Financial and non-financial information	Annual Report comprises information generated by the accounting system as well as on non-financial matters such as impact of company’s policy and products on environment and the society.	Financial statements communicate information generated by the accounting system.
4. Audit	Most of the financial reporting outside the financial statements are provided by management without audit or review by outside person.	Annual Financial Statements are audited by independent auditors for enhancing confidence in their reliability.
5. Purpose	The purpose of Annual report is to give larger picture of the organisation to the users. It also includes information about new products, new strategies. Therefore, Annual Report is for more comprehensive than financial statements.	The main purpose of financial statement is to communicate company’s financial performance and position to the users.

4. Contents of the Report of Board of Directors

Board’s Report or Board of Director’s Report or Director’s Report is a document prepared by the board of directors under the requirements of the Companies Act, 2013 which give details of the state of the company and its compliance with a set of financial, accounting, and corporate social responsibility and other standards.

Under section 134(3) of the Companies Act, 2013 the board of directors of a company must prepare the Board’s report at the end of each financial year. It ensures greater transparency. The shareholders can make informed decisions with the help of information given the report.

According to sub-section (3) of Section 134, a report by the Board of Directors containing the following details shall be attached to every financial statement laid before company in general meeting—

(a) the web address, if any, where annual return referred to in section 92(3) has been placed. Further, an extract of the annual return shall form part of the Board’s report. It shall be attached with Board’s report;

(b) number of meetings of the Board;

(c) Directors’ Responsibility Statement;

(ca) details in respect of frauds reported by auditors under section 14(2) other than those which are reportable to the Central Government;

(d) a statement on declaration given by independent directors under section 149(6);

(e) in case of a listed company and prescribed class or classes of companies company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3);

(f) explanation or comments by the Board on every qualification, reservation or adverse remark or disclaimer made—

(i) by the auditor in his report; and

(ii) by the company secretary in practice in his secretarial audit report;

(g) particulars of loans, guarantees or investments under section 186;

(h) particulars of contracts or arrangements with related parties referred to in section 188(1) in the prescribed form;

(i) the state of the company’s affairs;

(j) the accounts, if any, which it proposes to carry 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 company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;

(m) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed;

(n) a statement indicating development and implementation of a risk management policy for the company including identification therein of elements or risk, if any, which in the opinion of the Board may threaten the existence of the company;

(o) the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;

(p) in case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors;

(q) such other matters as may be prescribed.

However, where disclosures referred to in this sub-section have been included in the financial statements, such disclosures shall be referred to instead of being repeated in the Board’s report.

Further, where the policy referred to in clause (e) or clause (o) is made available on company’s website, if any, it shall be sufficient compliance of the requirements under such clauses if the salient features of the policy and any change therein are specified in brief in the Board’s report and the web-address is indicated therein at which the complete policy is available.

Sub-section 3A of section 134 provides that the Central Government may prescribe an abridged Board’s report, for the purpose of compliance with this section by One Person Company or Small Company.

4.1 Directors’ Responsibility Statement [Section 134(5)]

The Directors’ Responsibility Statement referred above shall state that—

(a) in the preparation of the annual accounts, the applicable accounting  standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable so as to give a true and fair view of the state of affairs of the compare at the end of the financial year and of the profit and loss of the compare for that period;

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

(d) the directors had prepared accounts going concern basis;

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such financial controls are adequate and were operating effectively; and

(f) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that system were adequate and operating effectively.

4.1.1 Matters to be included in the Board’s Report as per Rule 8 of the Companies (Accounts) Rules, 2014

(1) The Board’s Report shall be prepared based on the stand alone financial statements of the company and shall report on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report.

(2) The Report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188.

(3) The report of the Board shall contain the following information and details, namely:—

(A) Conservation of energy:

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipment;

(B) Technology absorption:

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)—

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Provided that the requirement of furnishing information and details under this sub-rule shall not apply to a Government company engaged in producing defence equipment.

(4) Every listed company and every other public company having a paid up share capital of twenty-five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board of Directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors.

(5) In addition to the information and details specified in sub-rule (4), the report of the Board shall also contain

(i) the financial summary or highlights;

(ii) the change in the nature of business, if any;

(iii) the details of directors or key managerial personnel who were appointed or have resigned during the year;

(iiia) a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year;

Explanation.— For the purpose of this clause, the expression “proficiency” means the proficiency of the independent directors as ascertained from the online proficiency self-assessment test conducted by the institute notified under sub-section (1) of section 150.

(iv) the names of companies which have become or ceased its subsidiaries, joint ventures or associate companies during the year;

(v) the details relating to deposits, covered under Chapter V of the Act,

(a) accepted during the year;

(b) remained unpaid or unclaimed as the end of the year;

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

(i) at the beginning of the year;

(ii) maximum during the year;

(iii) at the end of the year;

(vi) the details of deposits which are not in compliance with the requirements of Chapter V of the Act;

(vii) the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future;

(viii) the details in respect of adequacy of internal financial controls with reference to the Financial Statements.

(ix) a disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained;

(x) a statement that the company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (14 of 2013)

(xi) the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial year.

(xii) the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institution along with the reasons thereof.

(6) This rule shall not apply to One Person Company or Small Company.

Matters to be included in Board’s Report for one person company and small company as per Rule 8A of the Companies (Accounts) Rules, 2014

(i) The Board’s Report of One Person Company and Small Company shall be prepared based on the standalone financial statement of the company, which shall be in abridged form and contain and following:

(a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed;

(b) number of meeting of the Board;

(c) Directors’ Responsibility Statement as referred to in sub-section (5) of section 134;

(d) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;

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

(f) the state of the company’s affairs;

(g) the financial summary or highlights;

(h) material changes from the date of closure of the financial year in the nature of business and their effect on the financial position of the company;

(i) the details of directors who were appointed or have resigned during the year;

(j) the details or significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

(ii) The Report of the Board shall contain the particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the Form AOC-2.

4.2 Disclosure about CSR Policy (Rule 9 of the Companies (Accounts) Rules, 2014)

The disclosure of contents of Corporate Social Responsibility Policy in the Board’s report and on the company’s website, if any, shall be as per annexure attached to the Company (Corporate Social Responsibility Policy) Rules, 2014.