An Unlisted Public Company 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.
An unlisted public company prepares the same full Board's report as any company that is not small, and then adds the items that attach to a public company: the declaration of independent directors, the evaluation statement, the vigil mechanism, the policy on directors' appointment and the secretarial audit report. This article gives a draft with those items and says when each one applies. It is signed by the chairperson authorised by the Board, or by two directors, one of them a managing director.
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. Later amendments should be checked.
A public company is never a small company, so it uses the full section 134(3) and rule 8 report, including the 2025 additions (e-Form AOC-2, three complaint figures, a Maternity Benefit Act statement). On top, an unlisted public company gives the independent directors' declaration if it has independent directors, the Board evaluation statement if its paid-up share capital is twenty five crore rupees or more, and the secretarial audit report as an annexure if the prescribed size tests are met. A default attracts a penalty of three lakh rupees on the company and fifty thousand rupees on each officer in default.
When you need it and the legal basis
The base list is the one in our article on the full Board's report of a private company: section 134(3)(a) to (q) and rule 8(1) to (5). Read that first; this article does not repeat each line, and the draft below carries them in compressed form. The additions for a public company are these.
Independent directors. Section 149(4) requires every listed public company to have at least one-third of its directors independent, and lets the Central Government prescribe a minimum number for other classes of public companies. Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 requires at least two independent directors in a public company with paid-up share capital of ten crore rupees or more, or turnover of one hundred crore rupees or more, or aggregate outstanding loans, debentures and deposits exceeding fifty crore rupees, judged on the last date of the latest audited financial statements. Rule 4(2) says a joint venture, a wholly owned subsidiary and a dormant company are not covered. Where the company has independent directors, section 134(3)(d) requires a statement on the declaration given by them under section 149(6). Rule 8(5)(iiia) adds the Board's opinion on the integrity, expertise and experience, including proficiency, of those appointed during the year.
Policy on appointment and remuneration. Section 134(3)(e) applies to a company covered under section 178(1), meaning a listed public company or a class of company prescribed. Where the company has such a committee, give the policy or its salient features and the website address, as the second proviso to section 134(3) allows.
Board evaluation. Section 134(3)(p) and rule 8(4) require the statement for every listed company and every other public company with paid-up share capital of twenty five crore rupees or more, calculated at the end of the preceding financial year. A public company below that figure is not named.
Audit committee and vigil mechanism. Section 177(8) says the Board's report discloses the composition of the Audit Committee and any recommendation it made which the Board did not accept, with reasons, where the company has the committee (section 177(1) applies to every listed public company and prescribed classes). Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 requires the vigil mechanism for every listed company and for companies that accept deposits from the public or have borrowed more than fifty crore rupees from banks and public financial institutions; section 177(10) proviso requires the details of its establishment to be disclosed on the website, if any, and in the Board's report.
Secretarial audit. Section 204(1) requires a secretarial audit report by a company secretary in practice to be annexed to the Board's report for every listed company and for the prescribed other class. As notified in 2014, rule 9 of the Managerial Personnel Rules prescribes every public company with paid-up share capital of fifty crore rupees or more, or turnover of two hundred fifty crore rupees or more, with the report in Form MR-3. These are the 2014 thresholds as notified; later amendments, including to the rule 9 thresholds, should be checked. Section 204(3) requires the Board to explain in full every qualification or observation in that report, and section 134(3)(f)(ii) repeats it.
Listed companies only. Section 197(12) requires only a listed company to disclose the ratio of each director's remuneration to the median employee's remuneration in the Board's report, and rule 5 of the Managerial Personnel Rules (as notified) lists those particulars for a listed company. An unlisted public company need not give the rule 5 particulars as printed. Section 134(5)(e), the internal financial controls limb of the Directors' Responsibility Statement, likewise applies to a listed company.
If you want the report, the MR-3 annexure and the board papers prepared together, see our compliance documentation service. For the evaluation process see Board performance evaluation, and for the board structure Section 149 of the Companies Act, 2013.
The format
BOARD'S REPORT
To the Members of
CIN:Your Directors present the Annual Report together with the audited standalone financial statements for the financial year ended .
1. Financial summary, state of affairs, reserves and dividend
up to .]2. Directors and key managerial personnel
Independent directors: . The Company has received the declaration under section 149(6) from each independent director that he meets the criteria of independence.3. Policy on directors' appointment and remuneration
4. Meetings of the Board and committees
The Board met times: . Composition of the Audit Committee: .5. Formal annual evaluation
6. Vigil mechanism
7. Subsidiaries, joint ventures and associates
.]8. Deposits, loans, guarantees and investments
9. Related party contracts or arrangements
Particulars under section 188(1) are in e-Form AOC-2, Annexure .10. Auditors and secretarial audit
, appointed until . Board's explanation on every qualification, reservation, adverse remark or disclaimer in the auditor's report. Frauds reported under section 143(12) other than those reportable to the Central Government, or: None.]
The secretarial audit report in Form MR-3 given by , Company Secretary in Practice, is Annexure .11. Internal financial controls; orders; insolvency matters
12. Conservation of energy, technology absorption, foreign exchange; risk management; CSR; cost records
if section 135 applies; whether cost records under section 148(1) are required and maintained.]13. Internal Complaints Committee and Maternity Benefit Act, 1961
; disposed of: ; pending for more than ninety days: . Statement with respect to compliance with the provisions relating to the Maternity Benefit Act, 1961.]14. Web address of the annual return
15. 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 for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records 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. 2. e-Form AOC-2. 3. Annual report on CSR activities (if section 135 applies). 4. Secretarial audit report in Form MR-3 (if section 204 applies). 5. .
How to fill it
| Item | What to check |
|---|---|
| Independent directors | Rule 4 tests on the last audited figures; rule 4(2) exclusions |
| Declaration | Section 149(6) declaration on file for each independent director |
| Evaluation | Paid-up share capital at the end of the preceding financial year |
| Vigil mechanism | Deposits accepted, or bank and public financial institution borrowing over fifty crore rupees |
| Secretarial audit | Paid-up capital and turnover against the rule 9 thresholds as notified, and any later change |
| Audit Committee | Section 177(1) and the prescribed classes |
| Related parties | Section 188(1) contracts and the approvals taken |
Common mistakes
- Copying a listed company's report and including rule 5 remuneration ratios that an unlisted company need not give.
- Skipping the evaluation statement because the company is unlisted, when its paid-up share capital is twenty five crore rupees or more.
- Annexing the secretarial audit report but not explaining its remarks in the Board's report.
- Claiming the wholly-owned-subsidiary exclusion for independent directors without checking rule 4(2).
- Forgetting the 2025 additions to rule 8(5).
Signing, filing and time limit
Section 134(6): the report and annexures are signed by the chairperson if authorised by the Board, otherwise by at least two directors one of whom is a managing director, or by the director where there is one director. Section 137(1) requires the financial statements with their attachments to be filed within thirty days of the annual general meeting; rule 12 as amended in 2025 adds an extract of the Board's and auditors' reports, filed with AOC-4. Check current fees under the Registration Offices and Fees Rules.
Need help with a public company Board's report?
Our team prepares the report, tests the independent director, evaluation and secretarial audit thresholds against your latest accounts, and coordinates the annexures. See our compliance documentation page.
Key takeaways
- A public company uses the full report, never the abridged one.
- Independent director items depend on rule 4 and its exclusions.
- The evaluation statement turns on paid-up capital of twenty five crore rupees or more.
- The secretarial audit thresholds quoted here are as notified in 2014; confirm the current ones.
- An unlisted company need not give the listed-company remuneration ratios.
Read next
- Board's report format for a private company that is not small
- Board's report format for a One Person Company and a small company
- Board performance evaluation
- Section 149: the section that builds the Board
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.