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Directors' report: what a private company must include

1 min read

Along with the audited financial statements, every company presents a board's report (often called the directors' report) to its shareholders. Its contents are set out in Section 134(3), and small companies can use an abridged version.

Core contents

  • Web link to the annual return, if the company has a website
  • Number of board meetings held
  • Directors' responsibility statement
  • Explanations on any qualifications in the auditor's report
  • Particulars of loans, guarantees and investments under Section 186
  • Related-party contracts, in AOC-2 where required
  • State of the company's affairs and any change in the nature of business
  • Amounts transferred to reserves and dividend recommended
  • Material changes after year end
  • Conservation of energy, technology absorption, foreign exchange earnings and outgo
  • Directors and KMP appointed or resigned
  • Deposits accepted, and director loans

Abridged report for small companies

Small companies and OPCs can prepare an abridged board's report under Rule 8A of the Companies (Accounts) Rules, covering a shorter list of items. This makes it a two- or three-page document for most startups.

Signing

The report is approved by the board and signed by the chairperson if authorised, or by at least two directors (one director for an OPC). It is attached to AOC-4.

Frequently asked questions

Only if the company meets the CSR thresholds under Section 135.

This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.

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