Director’s Report (Full) — Format under Section 134 & Rule 8
A complete Board’s (Directors’) Report for a company to which the full disclosures apply, covering every mandatory item under Section 134(3) and Rule 8, including the 2025 POSH-statistics and Maternity Benefit disclosures. Download the editable Word file or the fillable PDF.
Who uses the full report
Every company must attach a Board’s Report to its financial statements under Section 134. The full report under Rule 8 applies to companies other than a small company or one person company (which may use the shorter abridged report under Rule 8A). It is signed by the directors and filed with the ROC as part of the annual accounts in Form AOC-4.
What the full report must cover (Section 134(3) + Rule 8)
- Financial summary, state of affairs, dividend and transfer to reserves.
- Number of board meetings; web address of the annual return (Section 92(3)).
- Directors’ Responsibility Statement (134(5)); independent-director declarations and the nomination & remuneration policy where applicable.
- Frauds reported by the auditor (143(12)) and explanations to any audit remarks.
- Loans, guarantees and investments (Section 186); related-party contracts in e-Form AOC-2 (Section 188).
- Conservation of energy, technology absorption and foreign exchange (Rule 8(3)); risk management; CSR (Section 135) where applicable; formal board evaluation (Rule 8(4)) for listed and larger public companies.
- Material changes, change in business, director/KMP changes, subsidiaries, deposits, significant orders, internal financial controls and cost records.
- POSH compliance and complaint statistics (received / disposed / pending over 90 days) and Maternity Benefit Act compliance — the disclosures added by the 2025 amendment.
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Director’s Report (Full) – FAQs
Which companies file the full director’s report?
Companies other than a small company or OPC file the full report under Rule 8; a small company or OPC may file the abridged report under Rule 8A.
Is MGT-9 attached to the report?
No. From FY 2020-21 only the web link of the annual return is given in the Board’s report; MGT-9 is not attached.
What did the 2025 amendment add?
POSH complaint statistics (received, disposed, pending over 90 days) and a Maternity Benefit Act compliance statement, and the revised e-Form AOC-2 from 14 July 2025.
Is a Directors’ Responsibility Statement mandatory?
Yes. The five confirmations under Section 134(5) are a mandatory part of every full Board’s report.
Where is the report filed?
It is signed by the directors and forms part of the annual accounts filed with the ROC in Form AOC-4.
My Cloud Accountant drafts the director’s report and AOC-2, and files AOC-4 and MGT-7 with the full annual compliance. Talk to us »
Format current as of July 2026. General information only, not legal advice.
