Paragraphs 7 12 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.
Paragraphs 7 to 12 of SS-4 cover six blocks of the Board's Report that draw on notes to the accounts and on separate rules: group companies, deposits, loans and investments, related party contracts, corporate social responsibility and the energy, technology and foreign exchange statement. Three of the six refer to rules that have changed since 2018.
SS-4, effective from 1 October 2018 (recommendatory), is not approved under section 118(10); a company adopts it as good practice. ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Act makes any part inconsistent, the Act prevails. Large companies commonly complete these blocks within their annual filing work.
The report gives a separate section on each subsidiary, associate and joint venture, lists those that were acquired or ceased, and discloses deposits including defaults. Loans, guarantees and investments are in the notes and cross-referred. Related party contracts go in the prescribed form annexed to the report. CSR needs a policy summary and an annual report; energy, technology and foreign exchange need the three-part statement. For CSR and related party forms, the rules in force prevail over the 2018 text.
Paragraph 7: subsidiaries, associates and joint ventures
| Para | What the report gives |
|---|---|
| 7.1 | A separate section highlighting the performance of each subsidiary, associate and joint venture and its contribution to the company's overall performance |
| 7.2 | Details of any new subsidiary, associate or joint venture acquired or formed during the year or after year-end up to the report date; names of those that ceased to be such and the manner (sale of shares, amalgamation or otherwise) |
| 7.2 (listed) | The name of the material subsidiary under the listing regulations, and details of any sale, disposal or lease of assets above the stated share of its assets in a year |
The Standard states the listing regulation figure by reference; the SEBI listing regulations in force define it, so check the current regulations.
Paragraph 8: deposits
The report discloses deposits accepted during the year, deposits unpaid or unclaimed at year-end, any default in repayment of deposits or interest with the number of cases and total amount at the beginning, the maximum during the year and the end, deposits not in compliance with the Act, any NCLT or NCLAT orders on extension of time or penalty, and, for a private company, amounts received from a director or a director's relative. Rule 8(5)(v) and (vi) carry similar items in the current rule; see Rule 8 of the Accounts Rules.
Paragraph 9: loans, guarantees and investments
The report gives particulars of loans given, investments made, guarantees given and securities provided in the year, and the purpose for which the recipient will use them. A company may place the particulars in the notes to the financial statement and refer to them in the report. This avoids duplication, as the Introduction to the Standard recommends.
Paragraph 10: related party contracts
Three categories are disclosed: contracts or transactions not at arm's length, material contracts at arm's length, and contracts not in the ordinary course of business with a justification for them. The disclosure goes in the prescribed form annexed to the report. Under the current rule that form is e-Form AOC-2, replaced from 14 July 2025; use the form in force, and see Rule 15 of the Meetings of Board Rules for the approval side.
Paragraph 11: corporate social responsibility
The report describes the CSR policy and the initiatives taken in the year. If the policy is on the website, salient features, any change and the web-link are enough. The report also includes an annual report on CSR activities, which the Standard says comprises:
- an outline of the policy, the projects or programmes and the web-link;
- the CSR Committee's composition and number of meetings;
- average net profit of the three preceding years;
- the prescribed expenditure, stated as two per cent of that average;
- the amount spent, the amount to be spent and unspent, and how it was spent;
- reasons if the amount was not spent; and
- the Committee's responsibility statement on implementation and monitoring.
What the live rules say. The CSR rules were substantially amended in 2021: ongoing projects, the unspent CSR account, a three-year window for ongoing projects and a new annual report format were introduced. This is the trap in paragraph 11: its list matches the 2018 form, and the report must follow the format in force. Read the annual report on CSR activities, Annexure II format and ongoing CSR projects and the unspent CSR account; the Act and rules as now in force prevail over this paragraph.
Paragraph 12: energy, technology absorption and foreign exchange
| Part | Content |
|---|---|
| (a) Conservation of energy | Steps taken or impact on conservation; steps to use alternate sources; capital investment in energy conservation equipment |
| (b) Technology absorption | Efforts towards absorption; benefits such as product improvement, cost reduction, product development or import substitution; for technology imported in the last three years from the beginning of the year: details, year of import, whether fully absorbed and, if not, areas and reasons; expenditure on research and development |
| (c) Foreign exchange | Foreign exchange earned (actual inflows) and outgo (actual outflows) |
Where these do not apply, the report says so. The content is the same as rule 8(3) in the current rule, so this part is unchanged in substance.
How it fits the rule-based report
Use rule 8 as the mandatory checklist and the Standard as the fuller prompts. For a private company see our format for a private company that is not a small company; for an unlisted public company see the unlisted public company format.
Checklist for the Company Secretary
| Block | Source documents |
|---|---|
| Group companies | Consolidation workings, board minutes on acquisitions and exits |
| Deposits | Deposit register and repayment records |
| Loans and investments | Notes to accounts |
| Related parties | Related party register, audit committee approvals, AOC-2 workings |
| CSR | CSR committee minutes, the annual report format in force |
| Energy and foreign exchange | Plant data and treasury records |
A worked example
Harvest Agro Limited, an unlisted public company, has two subsidiaries and one joint venture. Its report has a short performance section for each, notes that one subsidiary was sold during the year and the manner of sale, and shows deposits accepted and outstanding with a nil default statement. The loans and investments are in Note 12 of the accounts and the report refers to it. The related party form annexed to the report lists one transaction not in the ordinary course with its justification. The CSR section follows the annual report format now in force, not the older list, and the energy, technology and foreign exchange statement is given in the three parts.
Need help with these disclosures?
Group, deposit, related party and CSR data come from different teams. TaxClue's annual filing team for large companies and section 8 companies can consolidate the data and draft the report blocks to the formats now in force.
Key takeaways
- Give a separate section on each subsidiary, associate and joint venture, plus acquisitions and cessations.
- Disclose deposits accepted, outstanding and in default; loans and investments can be cross-referred to the notes.
- Related party contracts go in the prescribed form annexed to the report.
- CSR follows the format in force, not the 2018 list.
- Energy, technology and foreign exchange form a three-part statement.
Read next
- Paragraph 6 of SS-4: management disclosures
- Paragraphs 13 to 25 of SS-4: risk, orders, auditors and other disclosures
- Annual report on CSR activities: Annexure II format
- Board's report format for an unlisted public company
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.