Paragraphs 26 29 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.
Part II of SS-4 deals with the life of the Board's Report after it has been drafted: it must be approved at a Board meeting, signed by the right people, sent to members before the AGM, placed on the website and filed. These four paragraphs are short, and they are where many companies slip on the mechanics.
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. The filing side is often handled with the company's annual filing work.
The report is approved by a resolution at a duly convened Board meeting. It is signed by the Chairman, if the Board has authorised him, or by two Directors, one of them the Managing Director; a One Person Company needs one Director. Members receive the report, financial statements and auditor's report at least twenty-one clear days before the AGM, unless the required members agree to less. It is placed on the website and filed with the Registrar with the audited financial statements.
Paragraph 26: approval
The report is considered and approved by a resolution passed at a duly convened Board meeting. The resolution is recorded in the minutes of that meeting. A model is in our board resolution for approving the Board's report, and the meeting itself follows SS-1 on the notice, agenda and notes.
Paragraph 27: signing
| Item | Who signs |
|---|---|
| The Board's Report | The Chairman of the company, if authorised by the Board; otherwise two Directors, one of whom is the Managing Director. In a One Person Company, one Director |
| The financial statements (approved by the Board first) | The Chairman if authorised, or two Directors, one being the Managing Director, together with the CEO, CFO and Company Secretary wherever appointed; in a One Person Company, one Director |
| Submission to auditors | The approved and signed statements go to the auditors for their report; the audit report is submitted to the Board after that approval |
| Annexures to the report | Signed in the same manner as the report, except the CSR report |
| CSR report | Signed by the CEO, the Managing Director or another Director, and by the Chairman of the CSR Committee |
The sequence matters: the Board approves the financial statements, the authorised signatories sign them on behalf of the Board, the auditors then sign and report. For the Act's signing rules see financial statement signing under section 134. On the CSR report, the CSR rules were amended in 2021 and the signing and format in force should be checked against the Standard's 2018 statement; see the CSR articles linked in paragraphs 7 to 12 of SS-4.
Paragraph 28: dissemination
28.1 Right of members to copies. A copy of the report, the financial statement and the auditor's report is sent to every member, in physical or electronic form, at least twenty-one clear days before the AGM. It may go in less than twenty-one clear days if agreed by:
- in a company with share capital, a majority in number of members entitled to vote who represent not less than ninety-five per cent of the voting share capital at the meeting; or
- in a company without share capital, members with not less than ninety-five per cent of the total voting power.
For a section 8 company, the documents go to members not less than fourteen clear days before the AGM, as the Standard prints it. The statutory right is in section 136 on circulation of financial statements, and the rule on circulation is covered in Rules 10 to 12 of the Accounts Rules. The same ninety-five per cent shorter-notice standard appears for the meeting notice; see paragraph 1 of SS-2.
28.2 Website. The report is placed on the company's website, if it has one.
Paragraph 29: filing and submission
- 29.1. The report, with the audited financial statement, is filed with the Registrar of Companies. The Board resolution approving the report is also filed, but private companies are not required to file that resolution. The form and fee details are in section 137 on filing financial statements (AOC-4).
- 29.2. A listed company submits its financial statement with a copy of the report to the stock exchanges within a short, stated number of working days after the AGM approves and adopts it. The Standard's period follows the listing regulations of 2018; check the regulations in force for the current period.
The annexures
The Standard lists the matters that, wherever applicable, are annexed to the report. In TaxClue's grouping:
| Group | Annexures |
|---|---|
| Related parties | Particulars of prescribed contracts and arrangements in the prescribed form |
| People | Prescribed particulars of remuneration of directors and employees; the company's policy on directors' appointment and remuneration |
| Audit | Secretarial Audit Report for the year in the prescribed form |
| Social and environmental | Annual report on CSR; prescribed details on energy conservation, research and development, technology absorption and foreign exchange |
| Listed companies | Auditors' certificate on corporate governance; dividend distribution policy |
The current forms are in Rule 8 of the Accounts Rules.
Checklist for the Company Secretary
| Step | Action |
|---|---|
| 1 | Place the report and financial statements on the Board agenda; approve by resolution |
| 2 | Obtain signatures from the authorised signatories; keep the signing authority resolution |
| 3 | Send to the auditors after Board approval and signing |
| 4 | Dispatch to members at least twenty-one clear days before the AGM (or secure the required consent) |
| 5 | Place on the website |
| 6 | File with the Registrar; listed companies also submit to the exchanges |
A worked example
Skyline Packaging Pvt Ltd holds a Board meeting where the Audit Committee-approved financial statements and the draft report are considered. The Board resolves to approve the report and authorises the Chairman to sign it. The Chairman signs; because the company is private, it will not file the Board resolution with the Registrar. The Company Secretary e-mails the report, statements and auditor's report to members more than twenty-one clear days before the AGM, places the report on the website and files it with the audited statements. A sister company, an OPC, has its single Director sign its report.
Need help with approval, circulation and filing?
The report, the accounts and the AGM notice all share one calendar, and a slip in one pushes the rest. TaxClue's annual filing team for large companies and section 8 companies can run the approval, circulation and filing steps for your company.
Key takeaways
- The report is approved by resolution at a duly convened Board meeting.
- The Chairman (if authorised) or two Directors including the Managing Director sign; a One Person Company needs one Director.
- Members receive the documents at least twenty-one clear days before the AGM, or less with the specified consent.
- A section 8 company's documents go at least fourteen clear days before the AGM, as the Standard prints it.
- Private companies need not file the approving Board resolution.
Read next
- Paragraphs 13 to 25 of SS-4: risk, audit and other disclosures
- Paragraphs 1 and 2 of SS-4: scope and company-specific information
- Financial statement signing under section 134
- Board resolution for approval of the Board's report
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.