What Companies Must Know About PoSH Disclosures in the Director’s Report

The Director’s Report is a critical statutory document that reflects a company’s overall legal and governance compliance. For organisations covered under the PoSH Act, it serves as a key disclosure mechanism demonstrating whether statutory obligations relating to the prevention of sexual harassment at the workplace have been met.

Any failure to include accurate PoSH-related disclosures in the Director’s Report can expose companies and their officers to significant penalties, heightened regulatory scrutiny, and reputational damage.

In this context, the Ministry of Corporate Affairs (MCA) has extended the deadline for filing the Director’s Report for FY 2024–25 to 31 January 2026. While this extension provides additional time, it should be viewed as an opportunity to ensure complete and accurate PoSH compliance, rather than a mere procedural relaxation.

What is the Director’s Report?

The Director’s Report is a statutory document that companies are required to file with the MCA. It provides a comprehensive snapshot of the company’s financial performance, governance standards, and key statutory disclosures for the relevant financial year.

Under the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors is required to include a specific confirmation of compliance with the PoSH Act in the Director’s Report. This includes an explicit statement regarding the constitution of the Internal Committee (IC) as mandated under the law.

This requirement significantly enhances the accountability of directors, as it obliges them to actively oversee PoSH compliance rather than treating it as a procedural or HR-driven formality. The disclosure serves as a formal affirmation that the company has taken concrete steps to ensure a safe and harassment-free workplace.

Failure to include the mandated PoSH disclosures in the Director’s Report attracts penalties under Section 134 of the Companies Act, 2013, reinforcing the directors’ responsibility to embed workplace safety  and statutory compliance into the company’s corporate governance framework.

What’s included in the Director’s Report

Recent amendments have strengthened what companies are required to disclose in their Director’s Report when it comes to PoSH compliance. Earlier, many organisations limited this to a short, generic statement. That is no longer sufficient.

Today, companies are expected to include the following four key disclosures:

1. PoSH Policy and IC

The Director’s Report must clearly confirm that:

• The organisation has a PoSH policy in place, and
• IC has been duly constituted in accordance with the PoSH Act.

This confirms that the company has put the basic legal framework for workplace safety in place.

2. Sexual Harassment Complaint Details

For the relevant financial year, the Director’s Report must disclose:

• The number of sexual harassment complaints received
• The number of complaints disposed of
• The number of complaints pending for more than 90 days. 

These disclosures bring transparency to how complaints are being handled, without revealing any personal or sensitive details.

3. Workplace Diversity Disclosure

Companies are also expected to include a brief statement on workplace diversity, such as:

• Gender representation within the organisation
• Initiatives taken to promote diversity and inclusion

This helps regulators and stakeholders understand the organisation’s broader approach to inclusion.

4. Maternity Benefit Disclosure

The report must include a statement on:

• Maternity benefits provided by the organisation, and
• Compliance with the Maternity Benefit Act, along with relevant internal practices.

This links PoSH compliance with broader employee welfare obligations.

Deadlines and Penalties

Non-disclosure is no longer a minor lapse, it carries clear financial consequences. Under Section 134(8) of the Companies Act, 2013, failure to include the required disclosures can attract a penalty of ₹3,00,000 on the company and ₹50,000 on each officer in default. While startups, OPCs, and small companies are granted limited relief, the exposure remains substantial, with penalties of ₹1,50,000 for the company and ₹25,000 for every officer in default.

Against this backdrop, the Ministry of Corporate Affairs (MCA) has extended the filing deadline for the Director’s Report for FY 2024–25 to 31 January 2026, offering companies additional time to ensure accurate and complete compliance rather than risking avoidable penalties.

Turn an Extension into an Opportunity

The 31 January 2026 extension is not just extra time, it is an opportunity. Companies should use the extended timeline proactively instead of waiting until the last week of January. This means compiling accurate PoSH data for FY 2024–25, including the number of complaints received, disposed of, and pending beyond 90 days; validating governance by confirming that a PoSH policy is in place and the Internal Committee is properly constituted; and preparing brief disclosures on workplace diversity and maternity benefits. These details should then be clearly incorporated into the Director’s Report as a consolidated PoSH disclosure, and the PoSH ACR should annex an extract of this disclosure, with all figures and statements carefully cross-checked for consistency across both documents.

Furthermore, for companies that require support, Ungender assists enterprises in preparing accurate PoSH disclosures, aligning the Director’s Report with the PoSH ACR, and ensuring end-to-end statutory compliance.

The MCA’s amendment transcends mere legal updates. It acts as a mirror for Boards and leadership teams. Ultimately, it challenges organizations to ensure workplaces deliver genuine safety in practice, not just compliance on paper.