Rules 8A and 9 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 8A gives a One Person Company (OPC) and a small company a shorter Board's report with ten listed items, prepared on standalone statements in abridged form. Rule 9 says the Corporate Social Responsibility Policy is disclosed in the Board's report and on the website as per the annexure to the CSR Policy Rules. Small companies and OPCs can have the report prepared through our annual filing service for small companies and OPCs. This article reflects the rules as amended up to G.S.R. 357(E) dated 30 May 2025 (in force 14 July 2025) per the MCA e-book. Later amendments should be checked.
The Board's report of a One Person Company and a small company is prepared on the standalone financial statement, in abridged form, and contains ten items listed in rule 8A(1)(a) to (j), plus the related party particulars in Form AOC-2 (rule 8A(2)). Rule 8, with its longer list, does not apply to them (rule 8(6)). The POSH and Maternity Benefit items added in 2025 were inserted in rule 8(5), not in rule 8A.
Rule 8A(1): the ten items
The Board's report of a One Person Company and a small company is prepared on the standalone financial statement of the company, which is in abridged form, and contains:
| Clause | Item |
|---|---|
| (a) | The web address, if any, where the annual return under section 92(3) has been placed |
| (b) | Number of meetings of the Board |
| (c) | Directors' Responsibility Statement under section 134(5) |
| (d) | Details of frauds reported by auditors under section 143(12), other than those reportable to the Central Government |
| (e) | Explanations or comments by the Board on every qualification, reservation, adverse remark or disclaimer in the auditor's report |
| (f) | The state of the company's affairs |
| (g) | The financial summary or highlights |
| (h) | Material changes from the date of closure of the financial year in the nature of business and their effect on the financial position of the company |
| (i) | Details of directors who were appointed or resigned during the year |
| (j) | Details of significant and material orders passed by regulators, courts or tribunals impacting the going concern status and the company's operations in future |
Clause (d) deserves a note: only frauds reported by auditors under section 143(12) that are not reportable to the Central Government are listed. The reporting by auditors is dealt with in Rules 13 and 14 of the Audit and Auditors Rules.
Rule 8A(2): related party particulars
The report contains the particulars of contracts or arrangements with related parties referred to in section 188(1) in Form AOC-2. G.S.R. 357(E) of 30 May 2025 changed "Form AOC-2" to "e-Form AOC-2" in rule 8(2) and replaced the form in the Annexure from 14 July 2025; sub-rule (2) of rule 8A is printed with "Form AOC-2", and the form to use is the one now in the Annexure.
What 8A leaves out compared with rule 8
Rule 8 contains items that rule 8A does not repeat: the energy, technology and foreign exchange disclosures, the Board evaluation statement, the list of deposits, the independent director opinion, the internal financial controls item, the cost records disclosure, the Internal Complaints Committee statement with its three complaint counts, the Insolvency and Bankruptcy Code details, the one time settlement valuation difference, and the Maternity Benefit Act statement. The 2025 amendment inserted the POSH counts and the Maternity Benefit Act statement in rule 8(5), and rule 8(6) excludes One Person Companies and small companies from rule 8; so nothing in the notification, as printed, adds them to rule 8A. For the full list, see Rule 8. Whether a company is a small company is a matter of the definition in the Act and the Definitions Details Rules; see Rules 1 and 2 of the Definitions Details Rules.
Rule 9: CSR Policy disclosure
The disclosure of the contents of the Corporate Social Responsibility Policy in the Board's report and on the company's website, if any, is as per the annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014. The format is in the CSR Rules; see Annual Report on CSR Activities: Annexure II Format and the CSR articles in this series, for example Rule 8 of the CSR Policy Rules. The obligation to have a CSR Policy comes from section 135; see Section 135: CSR.
A worked example
Tulsi Crafts OPC Private Limited (invented), a One Person Company, prepares a Board's report on its standalone, abridged financial statement. The report gives the web address where its annual return is placed, the number of Board meetings, the Directors' Responsibility Statement, the Board's comments on each qualification in the auditor's report, the state of affairs, the financial summary, any material changes after the year end, the directors who were appointed or resigned, and any significant orders of regulators or courts. It also attaches the related party particulars in Form AOC-2. It does not carry the longer rule 8 items. A larger sister company, Tulsi Textiles Limited, a public company that is not a small company, follows rule 8 in full. For the shorter report, a ready draft is at Board's Report Format for a One Person Company and a Small Company.
Practical points
- Confirm small company status at the end of the year before choosing rule 8A.
- Place the annual return on the website, if any, before preparing the report so the web address in clause (a) is accurate.
- Keep fraud records ready: clause (d) refers to frauds reported by auditors that do not go to the Central Government.
- Do not use the shorter list if the company ceases to qualify; rule 8 applies then.
Need help with the Board's report of a small company or OPC?
The shorter report still needs correct clause-by-clause content, and the status test must be right. We can prepare the Board's report, the AOC-2 statement and the annual filing for your OPC or small company through our annual filing service for small companies and OPCs. The filing rules follow in Rules 10 to 12.
Key takeaways
- Rule 8A applies to a One Person Company and a small company; rule 8 does not.
- The report is prepared on the standalone abridged financial statement and has ten items, plus AOC-2.
- The POSH counts and Maternity Benefit statement were inserted in rule 8(5) in 2025.
- Rule 9: CSR Policy disclosure in the Board's report and on the website follows the annexure to the CSR Rules.
- For a small company, the annual filing service is the practical route to complete the report and forms.
Read next
- Rule 8: what the Board's report must contain
- Board's Report Format for a One Person Company and a Small Company
- Section 134: Board's Report
- Annual Report on CSR Activities: Annexure II Format
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.