Paragraph 6 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.
Paragraph 6 is the longest paragraph of SS-4. It lists what a Board's Report should say about the people who run the company and how they are governed: who joined or left, how often the Board and committees met, what the independent directors declared, how the Board was evaluated, what employees and directors earn, and what the directors state about accounts, controls and frauds.
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. Large and listed companies usually fold these items into their annual filing schedule.
The report names directors and KMP appointed or ceasing in the year and up to the report date, directors retiring by rotation, the number and dates of Board and committee meetings, and the independent directors' declarations. Listed companies add a remuneration disclosure with ratios and a list of high earners. Every report carries a directors' responsibility statement, a note on internal financial controls and a statement on frauds reported by auditors, or a statement that none was reported.
6.1 to 6.3: directors, KMP and independent directors
| Para | Disclosure |
|---|---|
| 6.1 | Names of directors and key managerial personnel appointed or ceasing during the year and after year-end up to the report date; the mode of appointment or cessation; directors retiring by rotation at the ensuing AGM and whether they offer themselves for reappointment. In a sector where a regulator's prior approval is needed, a statement whether it was obtained |
| 6.2 | For new independent directors, the justification for choosing them; for reappointment after the first term, the rationale |
| 6.3 | A statement that declarations of independence were received from all independent directors and that they complied with the Code for Independent Directors in Schedule IV; and, if there is a code of conduct for directors and senior management, a statement on compliance with it |
6.4 to 6.6: meetings, committees and the Audit Committee
- 6.4 The number and dates of Board meetings held during the year.
- 6.5 The composition of committees constituted under the Act and the listing regulations, changes in composition during the year, and the number and dates of committee meetings.
- 6.6 If the Board did not accept any Audit Committee recommendation, a statement to that effect with reasons.
For the Act's rules on Board meetings see the SS-1 article on frequency and quorum.
6.7 and 6.8: policy and evaluation
6.7 Policy on appointment and remuneration. The report of every listed public company and prescribed class of companies discloses the company's policy on directors' appointment and remuneration and the criteria for qualifications, positive attributes and independence. If the policy is on the website, salient features, any change and the web-link are enough.
6.8 Board evaluation. The report of every listed company and prescribed class of public companies states how the formal annual evaluation of the Board, its committees and individual directors was made. Rule 8 sets the current classes, which is the live position to check; see Rule 8 of the Accounts Rules.
6.9 and 6.10: remuneration
For listed companies, in the report or an annexure, the Standard asks for:
| Item | Content |
|---|---|
| (a) | Number of permanent employees |
| (b) | Ratio of each director's remuneration to the median employee remuneration |
| (c) | Percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager |
| (d) | Percentage increase in the median employee remuneration |
| (e) | Average percentile increase for non-managerial employees compared with managerial pay, with justification and any exceptional circumstances |
| (f) | Affirmation that remuneration follows the policy |
The report also states the top ten employees by remuneration (including those who resigned or retired in the year; all employees if fewer than ten), and every employee above the stated thresholds: one crore and two lakh rupees for a full year, eight lakh and fifty thousand rupees per month for part of a year, or more than the Managing Director's pay together with a holding of two per cent or more of equity with spouse and dependent children. For each such employee the statement gives designation, remuneration, nature of employment, qualifications and experience, start date, age, last employer, shareholding and any relationship to a director or manager. Employees posted abroad above sixty lakh rupees a year or five lakh rupees a month need not be circulated to members but are filed with the Registrar. The thresholds are as printed in the 2018 Standard; check the rules in force before relying on them. Where a Managing or Whole-time Director who draws commission also receives pay or commission from a holding or subsidiary company, that is disclosed (6.10).
6.11: directors' responsibility statement
The report states that:
- applicable accounting standards were followed, with explanation of material departures;
- accounting policies were selected and applied consistently, with reasonable and prudent judgments, to give a true and fair view of the state of affairs and the profit and loss;
- proper and sufficient care was taken to maintain adequate accounting records, to safeguard assets and prevent and detect fraud;
- the annual accounts were prepared on a going concern basis;
- proper systems were devised to ensure compliance with applicable laws and that they are adequate and operating effectively; and
- in a listed company, internal financial controls were laid down and are adequate and operating effectively.
Which clauses apply to which kind of company is a question for section 134(5); see our note on the directors' responsibility statement.
6.12 and 6.13: controls and fraud
- 6.12 Details of the adequacy of internal financial controls with reference to the financial statement.- 6.13 The nature and description of any fraud reported by the Statutory, Secretarial or Cost Auditor to the Audit Committee or Board, or reported to the Central Government: approximate amount, parties involved if no remedial action was taken, and remedial steps to prevent recurrence. If no fraud is reported, the report says so.
What the rule adds
Rule 8(5) now includes the Board's opinion on independent directors' integrity, expertise and experience (clause (iiia)), and from 14 July 2025 POSH complaint counts and a Maternity Benefit Act statement. None of those is in the 2018 Standard; the rule article above is the checklist. A full draft with each item is in our format for a private company that is not a small company.
Checklist for the Company Secretary
| Source | Collect |
|---|---|
| Register of directors and KMP | Appointments, cessations, rotation list |
| Minutes | Board and committee meeting dates; Audit Committee recommendations rejected |
| Independence declarations | One per independent director |
| Evaluation file | Method of annual evaluation |
| HR and payroll | Median pay, ratios, top-ten list, threshold employees (listed companies) |
| Auditors' reports | Any fraud reported |
A worked example
Meadow Retail Limited, a listed company, reports that two directors joined and one resigned during the year and after year-end. It lists seven Board meetings and four Audit Committee meetings with dates. It records that every independent director gave a declaration and complied with Schedule IV. Its remuneration annexure gives the ratio of the Managing Director's pay to the median employee pay, and the percentage increases for the CFO and Company Secretary. The directors' responsibility statement is signed off with all six clauses. No auditor reported a fraud, and the report says so.
Need help with the Board's report?
Collecting people, pay and control data from several departments is the slow part of the report. TaxClue's annual filing team for large companies and section 8 companies can build the data sheet and draft the management sections.
Key takeaways
- Name directors and KMP who joined or left, including after year-end up to the report date.
- Disclose Board and committee meeting numbers and dates, and rejected Audit Committee recommendations.
- State independent directors' declarations and Schedule IV compliance.
- Listed companies add remuneration ratios, top-ten employees and threshold employees.
- Include the responsibility statement, controls and fraud disclosures, or a statement of none.
Read next
- Paragraphs 3 to 5 of SS-4: capital, rating and IEPF
- Paragraphs 7 to 12 of SS-4: subsidiaries, deposits, loans, related parties, CSR
- Directors' responsibility statement under section 134
- Board's report format for a private company that is not a small company
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.