A One Person 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.
The Board's report is the document the directors attach to the financial statements every year. A One Person Company (OPC) and a small company may use a shorter, abridged report under rule 8A of the Companies (Accounts) Rules, 2014. This article gives a ready draft in that shorter form, signed by the chairperson, by two directors, or by the sole director, depending on the board.
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. Later amendments should be checked before you sign.
Rule 8A lets a One Person Company or a small company prepare an abridged Board's report with ten listed items plus the related-party particulars in Form AOC-2. A holding company, a subsidiary company, a Section 8 company and a company governed by a special Act can never be a small company, so they cannot use it. The report is signed by the chairperson if the Board has authorised him, otherwise by at least two directors (one of them the managing director), or by the director where there is only one. Default under section 134 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
Who may use the abridged report. Section 2(85) defines a small company as a company, other than a public company, whose paid-up share capital does not exceed fifty lakh rupees or such higher amount as may be prescribed (not more than ten crore rupees), and whose turnover as per the profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed (not more than one hundred crore rupees). The currently prescribed limits are ten crore rupees of paid-up capital and one hundred crore rupees of turnover, as the e-book of the Specification of Definition Details Rules shows (substituted by Amendment Rules dated 1 December 2025). The proviso to section 2(85) excludes a holding company or a subsidiary company, a company registered under section 8, and a company or body corporate governed by any special Act. A holding or subsidiary company is therefore never a small company, however small its figures are.
Section 134(3A) lets the Central Government prescribe an abridged Board's report for an OPC or a small company. Rule 8A(1) is that abridged report: it is prepared on the standalone financial statement and has the ten items in the format below. Rule 8A(2) adds the particulars of contracts or arrangements with related parties under section 188(1), in Form AOC-2. Rule 8(6) says rule 8, the longer list, does not apply to an OPC or a small company; our article on the full rule 8 report for a private company that is not small covers that longer list.
One Person Company. Section 134(4) says the report of the Board for an OPC means a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report. Rule 8A lists that item as its clause (e) and adds the other items, so one document built on rule 8A covers both. For other OPC points see applicable sections and exemptions for an OPC and our live guide on annual compliance for a One Person Company.
What the 2025 amendment to rule 8 does. The Companies (Accounts) Second Amendment Rules, 2025 (G.S.R. 357(E), in force from 14 July 2025) changed rule 8: details on complaints under the Sexual Harassment Act in rule 8(5)(x) and a new rule 8(5)(xiii) statement on the Maternity Benefit Act, 1961. Rule 8A does not cross-refer to rule 8(5), and rule 8(6) excludes a small company and an OPC from rule 8, so these two items are not in the abridged list as printed. The same amendment substituted AOC-2 as an e-Form, and AOC-2 is still needed under rule 8A(2).
Web address of the annual return. Rule 8A(1)(a) asks for the web address, if any, where the annual return under section 92(3) has been placed. Section 92(3) as printed in the consolidated copy still speaks of an extract of the annual return; give the web address if the company has one placed, as rule 8A(1)(a) requires.
Order of items. The ICSI Secretarial Standard on the Board's report (SS-4) is recommendatory; its text says so. The order below follows rule 8A, which is the legal list.
The format
BOARD'S REPORT
(Abridged report under section 134 of the Companies Act, 2013 read with rule 8A of the Companies (Accounts) Rules, 2014)
To the Members of
CIN:Your Directors present their report on the business and operations of the Company for the financial year ended , together with the standalone financial statements and the auditor's report.
1. Financial summary or highlights
; other income: Rs. ; profit or loss before tax: Rs. ; profit or loss after tax: Rs. ; previous year figures: .]2. State of the Company's affairs
3. Material changes from the date of closure of the financial year
and its effect on the financial position, or state: There was no such change.]4. Web address of the annual return
The annual return under section 92(3) has been placed at: /5. Number of meetings of the Board
The Board met times during the year, on . meetings.]6. Directors
The following directors were appointed or resigned during the year: .7. Frauds reported by the auditor
8. Auditor's qualifications, reservations or adverse remarks
9. Significant and material orders
10. Related party contracts or arrangements
The particulars of contracts or arrangements with related parties under section 188(1) are given in Form AOC-2, attached as Annexure .11. Directors' Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, 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:Annexure : Form AOC-2
How to fill it
| Item | What goes in | Where the figure or fact comes from |
|---|---|---|
| Financial summary | Revenue, profit or loss, prior year | Audited standalone financial statement for the year |
| State of affairs | Plain account of the year | Management records |
| Material changes | Change in the nature of business after year end and its effect on finances | Board minutes between the closing date and the date of the report |
| Web address | Link to the annual return, if the company has one placed on its website | Company's website |
| Board meetings | Number and dates | Minutes book |
| Directors' changes | Appointments and resignations in the year | Register of directors and key managerial personnel |
| Frauds | Frauds the auditor reported under section 143(12) other than those sent to the Central Government | Auditor's report |
| Auditor's remarks | Board's explanation to each remark | Auditor's report, CARO annexure where it applies |
| Orders | Regulator, court or tribunal orders affecting going concern | Legal file |
| AOC-2 | Related-party contracts under section 188(1) | Register of contracts, board and member approvals |
The responsibility statement is the text of section 134(5)(a) to (f). Clause (e) of section 134(5) applies to a listed company only, so it is left out above; the draft's clause (e) is section 134(5)(f).
Common mistakes
- Using the abridged report in a company that has a subsidiary or is itself a subsidiary. Such a company is not a small company and needs the rule 8 report.
- Testing the limits on the wrong figures. Paid-up capital and turnover as per the profit and loss account of the immediately preceding financial year are the two tests in section 2(85).
- Leaving out Form AOC-2 altogether. Rule 8A(2) says the report shall contain the particulars in that form, so attach it even where the company had few related party contracts.
- Writing "no qualification" when the auditor has given a remark in the CARO annexure. Section 134 asks for comments on remarks in the auditor's report.
- Signing by one director in a company with several directors. Section 134(6) allows a single signatory only where there is one director, or the chairperson where he has been authorised by the Board.
Signing, filing and time limit
Who signs. As per section 134(6), the Board's report and its annexures are signed by the chairperson if he is authorised by the Board; where he is not so authorised, by at least two directors, one of whom shall be a managing director; or by the director where there is one director.
Filing. Section 137(1) requires a copy of the financial statements and the documents attached to them, duly adopted at the annual general meeting, to be filed with the Registrar within thirty days of the date of the annual general meeting. For an OPC the third proviso to section 137(1) gives one hundred and eighty days from the closure of the financial year. Rule 12(1) as printed requires the filing with the AOC-4 form, and the 2025 rule 12(1C) requires an extract of the Board's report and auditors' reports to be filed in e-Form along with AOC-4. Fees and additional fees are under the Registration Offices and Fees Rules; check the current amounts.
If you want the whole annual filing handled, our annual filing of a small company or OPC service covers the Board's report, AOC-4 and the annual return together.
Need help with the Board's report of a small company or OPC?
If you are unsure whether your company is still small after the 2025 limits, or whether the abridged report is open to it, our team can test the company against section 2(85) and prepare the report with the annexures. See our annual filing of a small company or OPC page.
Key takeaways
- The abridged Board's report under rule 8A is for an OPC or a small company only.
- A holding, subsidiary, Section 8 or special-Act company is never a small company.
- The ten rule 8A items plus Form AOC-2 are the whole list; rule 8's longer list does not apply.
- Signing follows section 134(6): authorised chairperson, two directors, or the sole director.
- Filing follows section 137 with AOC-4; an OPC has one hundred and eighty days from the close of the year.
Read next
- Section 134 of the Companies Act, 2013: the Board's report
- Directors report format template for a private company
- Applicable sections and exemptions for a One Person Company
- Companies Act thresholds table: small company, CSR, audit committee and more
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.