Directors' report: what a private company must include
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
This guide is general information, not legal advice. Government fees and procedures change; confirm current figures before you file.
- Financial statements of a private company: what they include
Components of financial statements under Section 2(40), Schedule III format, accounting standards, approval and audit for private companies.
- AOC-4: filing financial statements with the ROC
What AOC-4 is, due date, attachments, who signs it, AOC-4 XBRL and CFS variants, and late fees.
- Small company under the Companies Act: definition and benefits
What counts as a small company in India after the December 2025 revision (₹10 crore capital, ₹100 crore turnover), exclusions and benefits.