# Board's Report (Section 134)
## Foundation (Rule 8, Companies (Accounts) Rules, 2014)
The Board's Report shall be prepared based on the stand-alone financial statements and shall report on highlights of performance of subsidiaries, associates, and JVs and their contribution to the overall performance of the company.
## Mandatory Contents of the Board's Report
A report by the Board of Directors must be attached to the FS laid before the company in general meeting. It shall include:
1. Extract of Annual Return (as per Section 92)
2. Number of meetings of the Board
3. Directors' Responsibility Statement
4. Details of frauds reported by auditors under Section 143 (other than those reportable to Central Government)
5. Statement on declaration given by Independent Directors under Section 149
6. For companies covered under Section 178: company's policy on directors' appointment & remuneration (qualifications, attributes, independence). If on the company's website, salient features + web address in Board's Report suffice.
7. Explanations/comments by the Board on every qualification, reservation, adverse remark, or disclaimer made by:
- (i) the Auditor, and
- (ii) the Company Secretary in Practice (in his Secretarial Audit Report)
8. Particulars of loans, guarantees, or investments under Section 186
9. Particulars of contracts/arrangements with related parties under Section 188
10. State of the company's affairs
11. Amounts proposed to be carried to reserves
12. Dividend recommended
13. Material changes & commitments affecting financial position between end of FY and date of report
14. Conservation of energy, technology absorption, foreign exchange earnings and outgo
15. Statement indicating risk management policy (including elements that may threaten existence)
16. Details of CSR policy & initiatives during the year (web disclosure permitted)
17. Formal annual evaluation of Board, its Committees, and individual directors
- Applicable to: Listed company AND every other public company having paid-up share capital ≥ ₹25 Crores at the end of preceding FY (Rule 8(4))
- Exemption — Government Company: Not applicable if directors are evaluated by the Ministry/Department of the Central or State Government as per its own methodology.
18. Other matters prescribed under Rule 8:
- (i) Financial summary/highlights
- (ii) Change in nature of business
- (iii) Details of directors/KMP appointed or resigned
- (iv) Board's opinion on integrity, expertise, experience (including proficiency) of Independent Directors appointed during the year
- (v) Names of companies that became/ceased to be subsidiaries, JVs, or associates
- (vi) Details of deposits — accepted, unpaid/unclaimed at year-end, defaults in repayment
- (vii) Details of deposits not in compliance with Chapter V
- (viii) Significant material orders by regulators/courts impacting going concern
- (ix) Adequacy of internal financial controls w.r.t. FS
- (x) Disclosure whether maintenance of cost records under Section 148 is required
- (xi) Statement of compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 — constitution of Internal Complaints Committee
- (xii) Details of applications/proceedings under IBC, 2016
- (xiii) Difference between valuation at time of one-time settlement and valuation done while taking loan from Banks/FIs, with reasons
## Non-Applicability of Rule 8
Rule 8 of the Companies (Accounts) Rules, 2014 shall NOT apply to:
- One Person Company (OPC)
- Small Company
The Central Government may prescribe an abridged Board's Report for OPC / Small Company.
## Board's Report in case of OPC
For an OPC, the Board's Report shall mean a report containing explanations/comments by the Board on every qualification, reservation, adverse remark or disclaimer made by the auditor in his report.
## Avoiding Duplication
Where disclosures required under Section 134 have already been included in the Financial Statements, such disclosures shall be referred to, instead of being repeated in the Board's Report.
## Signing of Board's Report
- The Board's Report and any annexures shall be signed by the Chairperson of the company, if authorised by the Board; OR
- If not so authorised, by at least 2 directors (one being a Managing Director); OR
- By the sole director, where there is only one director.