S Report Format for explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
A private company that is not a small company cannot use the abridged report of rule 8A. It prepares the full Board's report under section 134(3) and rule 8 of the Companies (Accounts) Rules, 2014, and attaches it to the financial statements laid before the annual general meeting. This article gives a full draft with an annexure list; it is signed by the chairperson (if the Board has authorised him) or by two directors.
This article is read as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022), and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026, with the Companies (Accounts) Second Amendment Rules, 2025 applied on top. Later amendments should be checked.
A private company that is not a small company (including every subsidiary or holding company, however small) prepares the full report: the section 134(3) items plus the rule 8 items. From 14 July 2025 rule 8(2) names e-Form AOC-2, rule 8(5)(x) carries three figures on sexual harassment complaints, and a new rule 8(5)(xiii) asks for a statement on the Maternity Benefit Act, 1961. Failure to comply with section 134 attracts a penalty of three lakh rupees on the company and fifty thousand rupees on every officer in default.
When you need it and the legal basis
Section 134(3) requires a report by the Board of Directors to be attached to the statements laid before the company in general meeting. Rule 8(1) says the report is prepared on the standalone financial statements and reports on the highlights of performance of subsidiaries, associates and joint ventures and their contribution to overall performance. If your company has a holding or subsidiary company it can never be a small company, as the proviso to section 2(85) excludes it. Where you are an OPC or small company, use the rule 8A abridged report instead.
The Act's list in section 134(3) has these items, and the draft carries each: web address of the annual return (a), number of Board meetings (b), Directors' Responsibility Statement (c), frauds reported by the auditor under section 143(12) other than those reportable to the Central Government (ca), the declaration of independent directors under section 149(6) where the company has such directors (d), the policy on directors' appointment and remuneration for a company covered by section 178(1) (e), the Board's explanations on every qualification, reservation or adverse remark of the auditor and of the company secretary in practice in the secretarial audit report (f), particulars of loans, guarantees or investments under section 186 (g), particulars of related party contracts under section 188(1) in the prescribed form (h), state of affairs (i), amounts proposed to be carried to reserves (j), dividend recommended (k), material changes and commitments after the year end (l), conservation of energy, technology absorption and foreign exchange (m), risk management policy (n), corporate social responsibility policy initiatives (o), formal annual evaluation for a listed company and a prescribed public company (p), and other prescribed matters (q).
The Rules add the following. Rule 8(2): related party particulars in e-Form AOC-2. Rule 8(3): conservation of energy, technology absorption and foreign exchange earnings and outgo (the details are listed in rule 8(3)(A) to (C)). Rule 8(4): the evaluation statement for every listed company and every other public company with paid-up share capital of twenty five crore rupees or more at the end of the preceding financial year; a private company need not give it. Rule 8(5): financial summary; change in the nature of business; directors or KMP appointed or resigned; the opinion of the Board on integrity, expertise and experience of independent directors appointed in the year; companies that became or ceased to be subsidiaries, joint ventures or associates; deposit particulars; deposits not in compliance with Chapter V; significant and material orders of regulators, courts or tribunals; adequacy of internal financial controls; cost records disclosure; a statement on the Internal Complaints Committee; Insolvency and Bankruptcy Code proceedings; and the valuation difference in a one-time settlement. Rule 5 prescribes e-Form AOC-1 for the statement on subsidiaries, associates and joint ventures.
Private companies have exemptions from some provisions by notification under section 462; check whether one applies to the company before you drop any item below. Our live post on the directors report format template for a private company gives a shorter walk through; this article is the full rule 8 version. For a section-wise explanation see Section 134: the Board's report in detail.
If you want the Board's report, annexures and AGM papers prepared together, see our compliance documentation service.
The format
BOARD'S REPORT
To the Members of
CIN:Your Directors present the Annual Report of the Company together with the audited standalone financial statements for the financial year ended .
1. Financial summary or highlights
.]2. State of the Company's affairs
3. Change in the nature of business
4. Amount proposed to be carried to reserves and dividend
The Board proposes to carry Rs. to reserves. The Board per share / does not recommend any dividend].5. Material changes and commitments after the year end
and , or: None.]6. Directors and key managerial personnel
, if the Company has independent directors.]
.]7. Number of meetings of the Board
The Board met times: .8. Subsidiaries, joint ventures and associates
.]9. Deposits
10. Loans, guarantees and investments
.]11. Related party contracts or arrangements
Particulars of contracts or arrangements with related parties under section 188(1) are in e-Form AOC-2, Annexure .12. Auditor's report and secretarial audit report
13. Internal financial controls
14. Orders of regulators, courts or tribunals
15. Insolvency and Bankruptcy Code and one-time settlement
16. Conservation of energy, technology absorption, foreign exchange
17. Risk management policy
18. Corporate social responsibility
, if section 135 applies. Otherwise: Section 135 does not apply to the Company.]19. Cost records
20. Internal Complaints Committee and Maternity Benefit Act, 1961
; number disposed of during the year: ; number pending for more than ninety days: .]21. Web address of the annual return
22. Directors' Responsibility Statement
Pursuant to section 134(5), the Directors 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.For and on behalf of the Board of Directors of
,
DIN:
,
DIN:Place:
Date:Annexures: 1. e-Form AOC-1 (subsidiaries, associates, joint ventures). 2. e-Form AOC-2 (related party contracts). 3. Annual report on CSR activities (where section 135 applies). 4. Secretarial audit report (where applicable). 5. .
How to fill it
| Item | Source of the figure or fact |
|---|---|
| Financial summary, state of affairs | Audited standalone financial statements |
| Directors' changes, meetings | Register of directors and KMP, minutes book |
| Deposits | Chapter V records; the exemptions in the Deposit Rules |
| Section 186 particulars | Register of loans, guarantees and investments; notes to accounts |
| AOC-2 | Contracts under section 188(1) with the approvals taken |
| AOC-1 | Financial statements of subsidiaries, associates, joint ventures |
| Internal financial controls | Auditor's report; internal review |
| Cost records | Whether the Central Government has specified the company's products under section 148(1) |
| ICC figures | Complaints register of the Internal Complaints Committee |
| CSR | Net profit, net worth or turnover tests in section 135(1) for the preceding financial year |
Where a disclosure is already in the financial statements, the first proviso to section 134(3) lets you refer to it instead of repeating it. Where the policy under clause (e) or (o) is on the company's website, the second proviso allows the salient features and the web address to be given in brief.
Common mistakes
- Copying the abridged format of a small company and leaving out rule 8(5) items.
- Leaving out the opinion on independent directors appointed during the year, where the company has appointed any.
- Treating the 2025 changes as optional. They are part of rule 8 from 14 July 2025.
- Not explaining a remark in the auditor's report. Clause (f) of section 134(3) asks for the Board's comment on each.
Signing, filing and time limit
As per section 134(6), the report and annexures are signed by the authorised chairperson, or by at least two directors with one of them the managing director, or by the director where there is one director. The report is laid before the members with the financial statements; section 137(1) requires filing with the Registrar within thirty days of the date of the annual general meeting, and rule 12 as amended in 2025 adds that an extract of the Board's report and of the auditors' reports is filed in e-Form along with the AOC-4 form. Fees and additional fees are as in the Registration Offices and Fees Rules; check the current amounts.
Need help with your Board's report?
Our team drafts the full report with the annexures from the audited accounts and the statutory registers. If you would like a review before the Board meeting, see our compliance documentation page.
Key takeaways
- Not small means the full report: section 134(3) plus rule 8.
- From 14 July 2025 add the e-Form AOC-2 reference, the three ICC figures and the Maternity Benefit Act statement.
- Evaluation of the Board under rule 8(4) is for listed companies and public companies with paid-up capital of twenty five crore rupees or more.
- The report must explain every auditor and secretarial auditor remark.
- Two directors, or the authorised chairperson, sign; file with AOC-4 within thirty days of the AGM.
Read next
- Directors report format template for a private company
- Section 134: the Board's report in detail
- Board's report format for an OPC and a small company
- Board's report format for an unlisted public company
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.