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Secretarial Standard on Report of Board of Directors : An Overview

Pragya Lalwani

Board's report is an important document that presents the overall outlook of the company being needful for the better investment decision. To standardize the matters to be included by a company in its Board report, Secretarial Standard-4 has been issued by the Council of Institute of Company Secretaries of India to be adopted voluntarily and highlights of the same has been penned down by the learned author in this article.

1. Opening Note

Board's report is a report prepared on the basis of financial statement of the company for that very financial year. It presents to the shareholders and other stakeholders the financial position of the company, capital structure, overall performance of the company, changes in management, future plan for expansion, recommendation for distribution of profits and other related information that needs to be disclosed. There are certain disclosures that are required to be made by the Board of every company in their report and to bring uniformity in the disclosures to be made and other related matters, 'Secretarial Standard-4(SS-4)' on report of the Board of Directors has been introduced being effective from 1-10-2018 which would be though in conformity with the disclosures being required to be made under the Companies Act, 2013.

2. Need and Scope of SS-4

Secretarial Standard-4 provides for the set of principles for making disclosures in the Report of the Board of directors of a company and related matters with respect thereto. Companies can voluntarily adopt to this Standard. Further, a one person company(OPC) and a small company need not adhere to SS-4 as they are required to prepare their Board of directors' report in abridged form as prescribed by the Central Government.

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