What is to be disclosed in the Board Report of OPC and Small Companies By Kausha Mehta

Dear Professional Colleagues,

As per Section 134 of Companies Act, 2013, it is mandatory to prepare a Board Report for every type of company. It is nothing else than the brief note on the company’s financial statement, annual returns and activities carried out during the whole financial year. The format and content of the board report are different for all company. The board report is to be attached with every financial statement and needs to be necessarily signed by its board of directors.

Disclosures to be made in Board Report of One Person Company and Small Company:

  • It should contain the web address, if any, of the company where an annual return has been placed as per section 92 (3),
  • Number of Board Meetings held during the year;
  • Director’s Responsibility Statement;
  • As per section 143 (12) details of frauds which are to be reported by auditors;
  • Explanations or comments by the Board on every reservation, qualification or adverse remarks or disclaimer made by the auditor in his report;
  • The statement of affairs of the company;
  • The financial summary of the company;
  • If there are any material changes in the nature of business of the company from the close of the financial year and whether it has affected the financial position of the company;
  • The details of directors who were appointed or resigned during the year;
  • If there is any material order passed by the courts, tribunal or regulators which can impact the going concern status and operation of the company in future; and
  • As per Section 188 (1) of Companies Act, 2013, the Board Report shall also contain the particulars of contracts or arrangements with related parties in Form AOC-2.

Such kind of board report gives the true and exact position of the company. The board report, the in case of OPC, shall be signed by one Director. In all other cases by the two directors authorised by Board.

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