Rule 8 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.
Rule 8 lists what the Board's report must contain beyond section 134 of the Companies Act, 2013: a performance summary based on standalone statements, related party particulars in e-Form AOC-2, conservation of energy, technology absorption and foreign exchange, the Board evaluation statement, and a checklist of twelve items now extended to thirteen. From 14 July 2025 the POSH item carries three complaint numbers and a new Maternity Benefit Act statement is required. This article states rule 8 as amended up to G.S.R. 357(E) dated 30 May 2025 (in force 14 July 2025) per the MCA e-book, with the 2025 changes applied from that notification. Later amendments should be checked.
From 14 July 2025, the Board's report under rule 8(5) must state compliance with the provisions on the Internal Complaints Committee under the POSH Act, 2013, along with the number of complaints of sexual harassment received in the year, the number disposed of during the year and the number of cases pending for more than ninety days (clause (x)), and a statement on compliance with the provisions of the Maternity Benefit Act 1961 (new clause (xiii)). Related party particulars go in e-Form AOC-2 (rule 8(2)). Rule 8 does not apply to a One Person Company or a small company (rule 8(6)); they follow rule 8A.
Rule 8(1) and (2): base and related parties
- 8(1). The Board's report is prepared on the standalone financial statements of the company and reports on the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report.
- 8(2). The report contains the particulars of contracts or arrangements with related parties referred to in section 188(1) in e-Form AOC-2. The words "e-Form" were substituted for "Form" by G.S.R. 357(E), and AOC-2 itself was replaced from 14 July 2025. The approval side of related party contracts is in Rule 15 of the Meetings of Board Rules.
Rule 8(3): energy, technology and foreign exchange
| Part | Content |
|---|---|
| (A) Conservation of energy | (i) steps taken or impact on conservation of energy; (ii) steps taken to use alternate sources of energy; (iii) capital investment on energy conservation equipment |
| (B) Technology absorption | (i) efforts towards technology absorption; (ii) benefits such as product improvement, cost reduction, product development or import substitution; (iii) for technology imported during the last three years reckoned from the beginning of the financial year: (a) details, (b) year of import, (c) whether fully absorbed, (d) if not, areas where it has not taken place and reasons; (iv) expenditure on Research and Development |
| (C) Foreign exchange earnings and outgo | Foreign exchange earned (actual inflows) and outgo (actual outflows) during the year |
A proviso says this requirement does not apply to a government company engaged in producing defence equipment.
Rule 8(4): evaluation
Every listed company, and every other public company having a paid up share capital of twenty five crore rupees or more, calculated at the end of the preceding financial year, must include in the Board's report a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.
Rule 8(5): the checklist
In addition to the information in sub-rule (4), the Board's report contains:
| Clause | Item |
|---|---|
| (i) | Financial summary or highlights |
| (ii) | Change in the nature of business, if any |
| (iii) | Directors or key managerial personnel appointed or who resigned during the year |
| (iiia) | A statement of the Board's opinion on the integrity, expertise and experience (including proficiency) of the independent directors appointed during the year; "proficiency" means that ascertained from the online proficiency self-assessment test conducted by the institute notified under section 150(1) |
| (iv) | Names of companies which became or ceased to be subsidiaries, joint ventures or associates during the year |
| (v) | Deposits under Chapter V: (a) accepted during the year; (b) remained unpaid or unclaimed at the end of the year; (c) whether there has been default in repayment or interest and, if so, the number of cases and total amount at the beginning, maximum during, and end of the year |
| (vi) | Details of deposits not in compliance with Chapter V |
| (vii) | Significant and material orders of regulators, courts or tribunals impacting the going concern status and future operations |
| (viii) | Adequacy of internal financial controls with reference to the financial statements |
| (ix) | Disclosure whether maintenance of cost records under section 148(1) is required and such accounts and records are made and maintained |
| (x) | Statement of compliance with the provisions on constitution of the Internal Complaints Committee under the POSH Act, 2013, along with: (a) number of complaints of sexual harassment received in the year; (b) number of complaints disposed of during the year; (c) number of cases pending for more than ninety days |
| (xi) | Details of any application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year, with status at the end of the financial year |
| (xii) | Difference between the valuation at the time of a one time settlement and the valuation when taking the loan from banks or financial institutions, with reasons |
| (xiii) | A statement by the company with respect to compliance of the provisions relating to the Maternity Benefit Act 1961 |
The extra words in clause (x) and the whole of clause (xiii) were inserted by G.S.R. 357(E) of 30 May 2025 (the Companies (Accounts) Second Amendment Rules, 2025), in force from 14 July 2025. Clause (iiia) took effect on 1 December 2019, and clauses (xi) and (xii) from 1 April 2021.
Rule 8(6): who is outside rule 8
Rule 8 does not apply to a One Person Company or a small company. Their shorter report is in Rules 8A and 9.
The two 2025 additions in practice
- POSH numbers. The statement now carries the three counts. The statement on constitution of the Internal Complaints Committee remains the lead item, and the three counts follow it. The rule says nothing about the form of the statement beyond naming the three counts, so a company with no complaints in the year should say so against each count.
- Maternity Benefit Act statement. The rule asks for "a statement by the company with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961" and prescribes no format.
For the Act's provisions on the Board's report see Section 134: Board's Report. Ready drafts follow the rule item by item: Board's Report Format for a Private Company That Is Not a Small Company and Board's Report Format for an Unlisted Public Company. Our annual filing service for large companies and section 8 companies can prepare the report and cross-check it with the financial statements.
A worked example
Evergreen Pharma Limited (invented), a listed company, prepares its Board's report from its standalone statements, attaches e-Form AOC-2 and covers all thirteen items in rule 8(5). Under clause (x) it states that it has constituted the Internal Complaints Committee and reports that it received four complaints in the year, disposed of three, and has one case pending for more than ninety days. Under clause (xiii) it records a statement that it has complied with the provisions of the Maternity Benefit Act 1961.
Need help with the Board's report?
We can prepare the report, collect the data from HR and the cost accounting team, and file it with AOC-4 through our annual filing service for large companies and section 8 companies. The AOC-4 side is in Rules 10 to 12.
Key takeaways
- Rule 8(5) now has thirteen items, including POSH complaint counts and a Maternity Benefit Act statement from 14 July 2025.
- Related party particulars use e-Form AOC-2.
- Evaluation statement: listed companies and public companies with paid up share capital of twenty five crore rupees or more.
- Rule 8 excludes One Person Companies and small companies.
- Energy, technology and foreign exchange disclosures are not required of a government company producing defence equipment.
Read next
- Section 134: Board's Report
- Board's Report Format for a Private Company That Is Not a Small Company
- Rules 8A and 9: the report of an OPC and a small company and the CSR disclosure
- Rules 10 to 12: AOC-4 and the extract e-forms
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.