ICSI Guidance Note on Report of the Board of Directors to facilitate compliance of SS-4

ICSI Guidance Note on Report of the Board of Directors in accordance with Secretarial Standard on Report of the Board of Directors (SS-4)

The report of the Board of Directors of a company, commonly known as Board’s Report is an important means of communication by the Board of Directors of a company with its stakeholders.

The Board’s Report provides the stakeholders with both financial and non-financial information, including the performance and prospects of the company, relevant changes in the management and capital structure, recommendations as to the distribution of profits, future and on-going programmes of expansion, modernisation and diversification, capitalisation of reserves, further issue of capital and other relevant information.

Section 134(3) of the Companies Act, 2013, requires the Board of Directors of every company to attach its report to the financial statements to be laid before the members at the annual general meeting.

The sub sections also provides for various disclosures to be made in the report.

Also, a listed company is additionally required to comply with disclosures requirement stated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

With the objective to ensure uniformity of disclosures in the Board’s Report, the Institute of Company Secretaries of India (ICSI) had already issued “Secretarial Standard on Report of the Board of Directors” (SS-4).

This Guidance Note on Report of the Board of Directors issued by the ICSI, sets out the explanations, procedures and practical aspects in respect of the provisions contained in SS-4 to facilitate compliance thereof by the stakeholders.

The Guidance Note aims in facilitating appropriate disclosure in a simplified and structured manner by adding the best practices therein.

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