Paragraphs 13 25 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
The second half of Part I of SS-4 is a run of shorter disclosures. Together they cover how the Board handles risk and whistle-blowing, what regulators and courts have ordered, how the Board responds to qualifications in audit reports, and the matters a listed company adds. Several of them have been overtaken by later changes in the rules, which this article flags.
SS-4, effective from 1 October 2018 (recommendatory), is not approved under section 118(10); a company adopts it as good practice. ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Act makes any part inconsistent, the Act prevails. A compliance advisory review of the report against rule 8 and this Standard before the Board meeting often catches omissions.
The report states the risk management policy and the vigil mechanism, discloses material orders affecting going concern, names the auditors, annexes the secretarial audit report, explains every qualification or states there is none, and states compliance with Secretarial Standards. It adds insolvency applications, failed corporate actions, the annual return web-link, other disclosures, listed-company items and POSH details. Rule 8 as now in force prevails where it differs.
The paragraphs at a glance
| Para | Disclosure |
|---|---|
| 13 | Statement on development and implementation of a risk management policy: elements of risk that in the Board's opinion may threaten the company's existence, and the mitigation strategy |
| 14 | Vigil mechanism (listed and prescribed classes): the mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or code violations, safeguards against victimisation, direct access to the Audit Committee chairman in suitable cases, and the web-link |
| 15 | Significant and material orders of any regulator, court, tribunal or quasi-judicial body impacting going concern status and future operations |
| 16 | Names of the Statutory, Cost and Secretarial Auditors and any change during the year and up to the report date (resignation, casual vacancy, removal or completion of term) |
| 17 | The Secretarial Audit Report is annexed to the report |
| 18 | Explanations or comments on every qualification, reservation, adverse remark or disclaimer in the Auditor's and the Secretarial Auditor's reports, or a statement that there are none; if material, the likely impact and corrective measures |
| 19 | A statement on compliance with the applicable Secretarial Standards and any others voluntarily adopted |
| 20 | Applications for corporate insolvency resolution under the Insolvency and Bankruptcy Code, 2016: filing by a creditor or by the company before the NCLT, status of the application and status of any process |
| 21 | Failure to complete or implement any corporate action in time (buy-back, dividend declared, merger, demerger, delisting, split, issue of securities), with reasons |
| 22 | Copy of the annual return on the website, if any, and the web-link in the report |
| 23 | Consolidated statements also presented; initiatives on stakeholders, customers, environment, sustainability, health and safety; reasons for delay in holding the AGM; whether cost records are required and maintained |
| 24 | Listed-company items (below) |
| 25 | POSH Act: a statement of compliance on the Internal Complaints Committee and the number of cases filed and disposed |
Paragraphs 13 to 15
Risk management and vigil mechanism are separate statements. For the listed-company committee and vigil mechanism rules, see the posts on regulation 21 on the risk management committee and regulation 22 on the vigil mechanism. The material orders item matches rule 8(5)(vii) in the live rule; see Rule 8 of the Accounts Rules.
Paragraphs 16 to 19: auditors and the Standards
- Explaining qualifications (18). Every qualification, reservation, adverse remark or disclaimer needs a response. If the Statutory Auditor and Secretarial Auditor made none, the report says so. A material qualification needs its likely impact and the corrective steps.
- Secretarial audit (17). The annexure is the Secretarial Audit Report; see secretarial audit under section 204.
- Standards (19). The report states compliance with the applicable Standards. Since SS-1 and SS-2 are mandatory and SS-3 and SS-4 are recommendatory, the statement should name the Standards actually followed; see the SS-1 article on preservation and disclosure of compliance.
Paragraphs 20 and 21: insolvency and corporate actions
The insolvency item matches rule 8(5)(xi) in the current rule, which extended it in 2021 to any application made or proceeding pending in the year with status at year-end. The corporate action item is not in the rule; it is a Standard-level addition for good practice.
Paragraph 22: the annual return
The Standard asks that a copy of the annual return be placed on the website and the web-link disclosed in the report. The annual return extract in Form MGT-9 is no longer attached to the Board's report after the 2021 amendments, so the web-link is the item to check; the Act and rules as now in force prevail over the Standard. See whether MGT-9 must be attached to the report for the background.
Paragraph 23: other disclosures
These are general: consolidated statements also presented, key initiatives on stakeholders, customers, environment, sustainability and health and safety, reasons for delay in holding the AGM, and a statement whether cost records are required and maintained under the Central Government's order.
Paragraph 24: listed companies
A company that has listed specified securities adds four items. The Standard describes them by what they cover:
| Para | Item |
|---|---|
| 24.1 | An explanation of any deviation or variation in the use of funds raised through a public, rights or preferential issue from the objects stated, with category-wise variation between projected and actual use |
| 24.2 | A management discussion and analysis, in the report or an annexure, covering industry structure, opportunities and threats, segment and product performance, outlook, risks, internal control systems, financial and operational performance, human resources, significant changes in key financial ratios, and change in return on net worth |
| 24.3 | A certificate of compliance with the conditions of corporate governance, obtained from the Statutory Auditor or a practising Company Secretary |
| 24.4 | The reasons for any suspension of trading |
The ratio change threshold and the content of each item follow the listing regulations as they were in 2018. The regulations now in force prevail; check them, starting with who the listing regulations apply to.
Paragraph 25: POSH
The Standard asks for a statement that the company has complied with the provision on constituting the Internal Complaints Committee and the number of cases filed and disposed. The live rule is wider. From 14 July 2025 rule 8(5)(x) requires the compliance statement together with the number of complaints received, the number disposed of and the cases pending for more than ninety days, and rule 8(5)(xiii) adds a statement on compliance with the Maternity Benefit Act, 1961. Follow the rule; the Standard is the older, shorter text.
Checklist for the Company Secretary
| Item | Check |
|---|---|
| Risk and vigil statements | Policy approved, web-link live |
| Orders | Legal register reviewed for going-concern effect |
| Qualifications | A response for each, or a "none" statement |
| Secretarial audit | Report annexed |
| Annual return | Placed on the website; link given |
| POSH and Maternity Benefit | Counts from HR and the live rule wording |
| Listed company | Fund-use, MD&A, governance certificate, trading suspension |
A worked example
Northfield Pharma Limited, a listed company, annexes the Secretarial Audit Report and gives an explanation for the one qualification in it, stating its likely impact and the corrective step. The report states the risk policy and vigil mechanism with the web-link, discloses a pending tribunal order affecting a plant, and gives the web-link to the annual return. Under the POSH item it gives the three counts that rule 8 requires, with the pending-over-ninety-days figure, and adds the Maternity Benefit Act statement. The MD&A is annexed and the governance certificate from a practising Company Secretary is attached.
Need help with the Board's report disclosures?
Many of these items depend on records outside the finance team: legal, HR, the secretarial audit file and the website. TaxClue's compliance advisory team can map each item to its source and review the draft against rule 8 and this Standard.
Key takeaways
- State the risk policy and vigil mechanism, with web-link where available.
- Respond to every audit qualification, or state there are none.
- Annex the Secretarial Audit Report and state compliance with the Secretarial Standards.
- Give the annual return web-link; the MGT-9 extract is no longer attached after 2021.
- For POSH, follow rule 8 as now in force, including the 2025 counts and Maternity Benefit statement.
Read next
- Paragraphs 7 to 12 of SS-4: subsidiaries, deposits, CSR and energy
- Paragraphs 26 to 29 of SS-4: approval, signing and filing
- Secretarial audit under section 204
- Rule 8 of the Accounts Rules: what the Board's report must contain
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.