For Company Secretaries and Chartered Accountants

POSH disclosure in the Board’s Report

Since 14 July 2025, the Board’s Report must give POSH complaint numbers, employee headcount by gender and a Maternity Benefit Act statement. Here is what to disclose, where the figures come from, and the gaps to check before you sign off.

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What changed

Which three items must you disclose?

Rule 8(5) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025, in force from 14 July 2025.

Board’s Report disclosures on POSH and the workforce, for the financial year.
POSH complaintsNumber of complaints of sexual harassment (a) received in the year, (b) disposed of during the year, and (c) pending for more than 90 days.Same three figures as Section 21 of the POSH Act, but for the financial year.
Maternity Benefit ActA statement that the company has complied with the provisions of the Maternity Benefit Act, 1961.The company must confirm this. Do not include it on assumption.
Employees by genderNumber of employees as on the closure of the financial year: female, male and transgender.A headcount on 31 March, not an average.

Also required: a statement that the company has complied with the provisions on constitution of the Internal Committee. Sources: Companies Act, s.134 ↗ · POSH Act, 2013 ↗, Sections 4, 21 and 22.

Before you sign off

Which gaps do we see most often?

Period

Calendar-year figures in a financial-year report

The Section 21 report runs January to December. Copying its numbers into the Board’s Report mixes two periods. Recount from the register for April to March.

Committee

No external member, or one committee for many units

Section 4 needs an external member from an NGO committed to the cause of women or a person familiar with issues relating to sexual harassment, and a committee at each office or unit at a different place. Without these, the “complied with constitution” statement is not accurate.

Tenure

Committee terms lapsed

Members hold office for up to three years. Check the date of the constitution order; an expired committee is a common audit finding.

Filing

Section 21 report not sent to the District Officer

The Internal Committee must prepare an annual report and give it to the employer and the District Officer. Ask for the acknowledgement.

Headcount

Contract workers and trainees left out

The POSH Act counts contract workers, probationers, trainees and apprentices as employees. Confirm the company’s headcount basis and state it consistently.

Evidence

A nil return with nothing behind it

“No complaints” reads better with a policy, a display notice, awareness sessions and a working complaint channel on file.

How Manas helps

Can every figure be traced to a register?

Your client’s POSH portal keeps the complaint register and drafts the disclosure from it.

Board’s Report

Paste-ready disclosure for any financial year

Complaints received, disposed and pending over 90 days for April to March, head office and branches combined, with the headcount and Maternity Benefit Act statement confirmed by the company.

Section 21

The Internal Committee’s annual report

Generated from the same register for the calendar year, ready to sign and send to the employer and District Officer.

Evidence

Certificate, audit pack and a live badge

A dated compliance-status certificate, an audit pack for each office and a compliance badge that links to a live check. Records issued by Manas, not a government certificate.

Committee

An external member on every committee

Dr. Priya Dubey Sharma, Applied, Behavioural & Organisational Psychologist, serves as the external member and takes part in every inquiry.

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Questions from CS and CA firms

What do CSs and CAs ask about the POSH disclosure?

What must a Board’s Report now say about POSH?
Since 14 July 2025, Rule 8(5) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025, asks for: the number of sexual harassment complaints received, disposed of, and pending for more than 90 days in the financial year; a statement that the company has complied with the Maternity Benefit Act, 1961; and the number of employees as on the last day of the financial year, by gender (female, male, transgender). A statement on constitution of the Internal Committee was already required.
Which companies does it apply to?
Companies that prepare a full Board’s Report under Section 134 of the Companies Act, 2013 read with Rule 8. One Person Companies and small companies that use the abridged report under Rule 8A should confirm the treatment with their Company Secretary. Many include the disclosure anyway, because Section 22 of the POSH Act separately requires every employer to report the number of cases filed and their disposal in its annual report.
The Section 21 annual report is by calendar year. Which period does the Board’s Report use?
The financial year, April to March. The Internal Committee’s Section 21 report runs January to December, so the two sets of figures will usually differ. Take the Board’s Report numbers from the complaint register for 1 April to 31 March, not from the Section 21 report.
What about LLPs, partnerships and trusts?
They do not file a Board’s Report, but the POSH Act still applies once 10 or more people work at a workplace. Section 22 asks the employer to include the number of cases filed and their disposal in its annual report, or where there is no annual report, to inform the District Officer.
What if there were no complaints?
Disclose zero for each figure. A nil return is still a disclosure. Auditors and diligence teams read “no complaints” together with evidence that a valid Internal Committee exists and that employees know how to complain, so keep the committee order, policy and display notice on file.
How does Manas help a CS or CA with this?
Your client’s POSH portal drafts the disclosure paragraph for any financial year from its complaint register, with headcount and the Maternity Benefit Act statement confirmed by the company. It also produces the Section 21 annual report, a dated compliance-status certificate and an audit pack. Dr. Priya Dubey Sharma serves as the external member on the Internal Committee.

· General information, not legal advice. Manas is not a law firm and works alongside your legal counsel.

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