Learn how to draft governance disclosures in the board report under section 134 of the Companies Act, 2013, using AI. In Part 2 of our board report series, discover how to create investor-ready mandatory disclosure covering board meetings, director appointments, and strategic subsidiary updates. This guide shows how AI tools like Claude can turn compliance into compelling business communication.
Table of Contents
About this series
This is Part 2 of our 8-part series “Board reports under section 134 made easy with AI: Building the foundation.“
Complete series overview:
- Part 1: Getting started
- Part 2: Building the foundation (Group 1) ← You are here
- Part 3: Financial performance and capital management (Group 2)
- Part 4: Directors’ statements and professional judgment (Group 3)
- Part 5: External stakeholders and audit relations (Group 4)
- Part 6: Risk management and CSR disclosures (Group 5)
- Part 7: Final assembly and compliance verification (Group 6)
- Part 8: Live demonstration – real-time board report creation
Haven’t started from Part 1? No problem! This article works standalone, but you will get more value by reading the series sequentially.
What you will learn in this article: Today, Arjun and Ms. Rao tackle their first real board report content using AI. You’ll see how they handle company governance basics and create professional content that meets both legal requirements and investor expectations.
Key Characters:
- Arjun Sharma: Junior lawyer learning AI tools for legal work
- Ms. Priya Rao: Senior partner, cautiously optimistic about AI potential
- Nova AgriTech: Agri-tech client with strong growth, needing a professional board report for next week’s board meeting
Quick recap: where we are
[For series readers: Skip to “Today’s Focus” below] [For new readers: Here’s what happened so far]
What happened in Part 1: Ms. Rao was initially sceptical about using AI for legal work, questioning whether it could handle complex board report requirements. Arjun ran several prompts to demonstrate that Claude actually understands section 134 and rule 8 legal requirements comprehensively.
They tested Claude’s knowledge of board report purposes, got a complete list of mandatory disclosures, and had Claude design a 6-group workflow that organised all requirements logically. By the end, Ms. Rao was cautiously optimistic about the systematic approach.
The step-by-step Approach we developed:
- Upload comprehensive company information (so Claude understands the business)
- Test Claude’s understanding (before asking it to draft anything)
- Improve drafts step by step (refine content through focused prompts)
- Review everything carefully (human oversight ensures accuracy)
The 6-Group Framework:
- Group 1: Foundational structure & governance ← Today’s focus
- Group 2: Financial Performance & Capital Management
- Group 3: Board Responsibilities & Performance
- Group 4: Statutory Compliance & External Relations
- Group 5: Risk, CSR & Operational Disclosures
- Group 6: Final Compliance & Documentation
Nova AgriTech Quick Profile:
- Agri-tech company, ₹8.5 crores paid-up capital
- 42% revenue growth, improving margins
- Board of 5 directors, including 2 new independent directors appointed this year
Today’s focus: Group 1 – foundational structure & governance
In this article, you will watch Arjun and Ms. Rao create their first actual board report content. They will tackle the governance foundation that everything else builds on.
Group 1 requirements we are covering:
- Section 134(3)(a): Annual return extract and web-link
- Section 134(3)(b): Number of board meetings
- Rule 8(5)(3): Details of directors/KMPs appointed or resigned during the year
- Rule 8(5)(4): Statement on the integrity, expertise, and experience of independent directors appointed
- Rule 8(5)(5): Names of companies which became or ceased to be subsidiaries/JVs/associates
By the end, you will understand:
- How to create comprehensive context documents for Claude
- Techniques for getting professional-quality governance content
- Ways to enhance AI output for investor audiences
Moving from theory to practice
“Alright, I am convinced this systematic approach has merit,” Ms. Rao said, closing the Nova file from their framework discussion.
“But I am still sceptical about one thing – can Claude actually draft quality content that meets our professional standards?”
Nova’s board meets next week, and they need to have the complete board report ready for review by Friday.
Time to test whether AI could deliver professional results within strict timelines.
“That is exactly what we are testing now,” Arjun replied.
“Group 1 is our foundation – company identity, board composition, governance structure. If we can get Claude to draft this professionally, everything else builds on it.”
Ms. Rao examined the Nova AgriTech files spread across the table.
“Nova’s institutional investors expect investment-grade communication, not compliance templates. The governance section needs to tell a story about why this board is capable of guiding the company’s growth.”
“Which is why we need to give Claude complete context before asking it to write anything,” Arjun explained, pulling up a fresh document.
Creating a complete context for Claude
“Here is where most lawyers/cs professionals go wrong with AI,” Arjun said, beginning to type.
“They jump straight into asking for content without giving Claude the background it needs to write professionally.”
He began creating a comprehensive Nova AgriTech profile:
Nova AgriTech Private Limited – company profile for board report FY 2024-25
Company details:
- CIN: U01409DL2019PTCxxxxxx
- Incorporated: March 15, 2019
- Registered Office: Block A, Sector 18, Gurugram, Haryana 122015
- Paid-up Capital: ₹8.5 crores (85,00,000 equity shares of ₹10 each)
- Business: Precision agriculture technology, IoT sensors, crop monitoring solutions
- Website: www.novaagritech.com (although it is a fictitious ID but it will give Claude an idea where to place the annual return)
Board composition (as of March 31, 2025):
- Mr. Amit Verma (Chairman & Managing Director) – Founder, Agricultural Engineer, IIT Delhi
- Ms. Kavita Singh (Whole-time Director & CFO) – CA, Former HDFC Bank AVP
- Dr. Priya Sharma (Independent Director) – Agricultural Scientist, IARI, appointed in July 2024
- Mr. Rajesh Kumar (Independent Director) – Technology investor, former CTO at AgriCorp, appointed September 2024
- Mr. Suresh Patel (Non-Executive Director) – Institutional investor representative, Sequoia Capital
Key FY 2024-25 information:
- Board Meetings: 7 meetings held (April 15, 2024; June 10, 2024; August 8, 2024; October 12, 2024; December 15, 2024; February 8, 2025; March 20, 2025)
- Major Appointment: Dr. Priya Sharma and Mr. Rajesh Kumar as Independent Directors
- Subsidiary: Nova AgriTech Solutions Pvt Ltd, incorporated in October 2024, for field operations and customer support
- No resignations during the year
- Revenue: ₹45.2 crores (42% growth from ₹31.8 crores in FY 2023-24)
- Net Profit: ₹8.7 crores
- Dividend Declared: ₹2 per share (total ₹1.7 crores)
- Major Development: 3-year partnership with Haryana Agricultural Department (₹25 crores contract)
“This gives Claude everything it needs to understand Nova’s specific situation,” Ms. Rao observed, reading through the profile. “Industry context, board expertise, strategic developments.”
“Exactly. Now, instead of explaining Nova’s details in every prompt, I can focus on specific legal requirements and professional standards,” Arjun replied.
Testing Claude’s understanding of group 1
Following their step-by-step approach, Arjun uploaded the Nova AgriTech profile and began with a focused prompt:
First prompt:
Based on the Nova AgriTech company profile uploaded, draft the Group 1 foundational governance section of their FY 2024-25 board report.
This section must cover:
Section 134(3)(a) annual return disclosure,
Section 134(3)(b) board meetings,
Rule 8(5)(3) director appointments/resignations,
Rule 8(5)(4) board opinion on independent directors, and
Rule 8(5)(5) subsidiary changes.
Write in a professional tone suitable for institutional investors who expect strategic communication, not just compliance disclosures.
Click here to see the complete conversation and here to see Claude’s response in PDF
Ms. Rao read through Claude’s response carefully, her expression shifting from sceptical to impressed.
“This is remarkable,” she said, scrolling through the comprehensive response.
“Look at how it structured everything with clear headings: ‘Annual Return and Compliance Framework,’ ‘Board Meetings and Strategic Oversight,’ ‘Board Composition and Leadership Enhancement.'”
“The professional tone is immediately apparent,” Arjun observed.
“Instead of dry compliance language, Claude wrote: ‘This digital accessibility ensures transparency and enables stakeholders to access comprehensive information about the Company’s statutory compliance and operational framework.'”
Ms. Rao continued reading.
“I am particularly impressed with how it handled the board meetings disclosure. Rather than just stating ‘7 meetings were held,’ Claude positioned it strategically: ‘This frequency of Board meetings reflects the Company’s commitment to maintaining close oversight during a period of significant growth and expansion.'”
“And notice the context integration,” Arjun added, pointing to the screen.
“Claude connected the board meetings to Nova’s actual business developments: ‘Each meeting focused on key strategic decisions, including the landmark partnership with Haryana Agricultural Department, technology roadmap developments, and market expansion strategies that contributed to our 42% revenue growth.'”
Ms. Rao nodded approvingly.
“The independent directors section is particularly well-crafted. Listen to this: ‘Dr. Priya Sharma was appointed as an Independent Director in July 2024, bringing deep agricultural research expertise from the Indian Agricultural Research Institute (IARI). Her appointment significantly strengthens the Board’s capability to provide strategic guidance on agricultural applications of our IoT and sensor technologies.'”
“The board assessment section demonstrates sophisticated understanding,” Arjun noted.
“Claude did not just check the rule 8(5)(4) compliance box – it provided genuine strategic analysis: ‘Dr. Priya Sharma’s agricultural research background provides invaluable insights into farmer needs and agricultural challenges, directly informing our product development and market strategy decisions.'”
Ms. Rao leaned back, clearly impressed.
“And the subsidiary disclosure is handled beautifully. Instead of a dry administrative note, Claude wrote: ‘This subsidiary has been established specifically for field operations and customer support activities, enabling enhanced service delivery and closer customer relationships.’ That is exactly how institutional investors want to understand corporate developments.”
Making the board report even better
“This is already professional quality,” Ms. Rao said, “but I can see opportunities for even greater strategic emphasis. While the content is exceptionally professional and well-structured, we could enhance it further to emphasise Nova’s governance evolution as a competitive advantage and growth enabler.”
Second prompt:
Enhance the Group 1 draft to more strategically emphasise Nova AgriTech’s governance evolution and strategic positioning. Specifically:
(1) Position the new independent directors’ appointments as strategic advantages – Dr. Sharma’s agricultural science expertise and Mr. Kumar’s technology investment background directly support Nova’s precision agriculture expansion.
(2) Frame the subsidiary incorporation as a market positioning strategy rather than an operational necessity.
(3) Connect the active board engagement (7 meetings) to Nova’s growth trajectory and strategic decision-making.
Maintain a professional tone while making this read like strategic business communication to institutional investors.
Click here to see the complete conversation and here to see Claude’s response in PDF
The strategic enhancement was remarkable.
Claude had transformed an already professional draft into sophisticated business communication that positioned Nova AgriTech’s governance developments as competitive advantages.
“This is extraordinary,” Ms. Rao said, reading through the refined version.
“Look at how Claude repositioned the board meetings section. Instead of ‘This frequency of Board meetings reflects the Company’s commitment,’ it now reads: ‘This elevated meeting frequency reflects the Board’s proactive approach to capitalising on market opportunities and navigating the complexities of scaling technology-driven agricultural solutions.'”
“The strategic language is consistently elevated throughout,” Arjun observed.
“Notice how the independent directors section now emphasises competitive advantage: ‘Dr. Priya Sharma’s appointment as Independent Director in July 2024 represents a strategic governance evolution, integrating premier agricultural research expertise from the Indian Agricultural Research Institute (IARI) directly into Board oversight.'”
Ms. Rao continued scrolling.
“I am particularly impressed with how Claude enhanced the board assessment section. Listen to this: ‘The Board recognises its Independent Directors as strategic assets whose specialised expertise directly enhances Nova AgriTech’s market positioning and competitive capabilities.’ That is investment-grade strategic communication.”
“And the subsidiary section transformation is brilliant,” Arjun added.
“Claude changed it from operational necessity to strategic positioning: ‘This development represents a deliberate market positioning strategy designed to optimise Nova AgriTech’s competitive advantages in the precision agriculture sector.'”
Human review
Ms. Rao applied her professional review criteria:
Legal compliance check:
- Section 134(3)(a): Annual return web-link properly disclosed
- Section 134(3)(b): Board meetings count and context provided
- Rule 8(5)(3): Director appointments detailed with dates and backgrounds
- Rule 8(5)(4): Board opinion on independent directors’ expertise clearly stated
- Rule 8(5)(5): Subsidiary incorporation properly disclosed with strategic context
Professional communication standards:
- Industry-appropriate terminology is used throughout
- Tone suitable for an institutional investor audience
- Strategic narrative that builds confidence in management
- Factual accuracy maintained while emphasising growth trajectory
Strategic business communication:
- Governance changes positioned as strategic advantages
- Board engagement is connected to business performance
- The director’s expertise aligned with the company’s strategy
- Subsidiary development framed as market positioning
“This meets our professional standards,” Ms. Rao concluded.
“More importantly, it demonstrates that Claude can transform legal requirements into strategic business communication when properly guided.”
What did they accomplish
“In less than an hour, we have produced investment-grade board report content that covers all Group 1 legal requirements while telling Nova’s strategic story,” Arjun said, reviewing their systematic approach.
Time comparison:
- Traditional drafting: 3-4 hours for comprehensive Group 1 content
- AI-assisted approach: 45 minutes, including refinement and quality review
- Quality level: Maintained professional standards throughout
Key benefits identified:
- Document-based context eliminated repetitive information feeding
- Focused prompting on specific legal requirements and professional standards
- Strategic refinement produced business communication quality
- Foundation established for Groups 2-6 with consistent tone and narrative
Ms. Rao leaned back in her chair.
“What impressed me most is the consistency. When we draft board reports traditionally, different sections sometimes have different tones depending on who wrote what. This systematic approach maintains consistent professional quality.”
“And notice how Group 1 establishes the foundation,” Arjun added.
“Now, when we tackle Group 2’s financial performance disclosures, we can build on this governance narrative. The board that ‘maintained active strategic oversight’ in Group 1 becomes the board that ‘guided Nova’s 42% revenue growth’ in Group 2.”
Key takeaways:
- Comprehensive context documents enable sophisticated AI analysis
- Strategic refinement transforms compliance into business communication
- Professional governance content sets the foundation for all other groups
- Legal requirements can be met while telling a compelling strategic story
Progress check: You have now seen how to create professional governance content using AI. This foundation prepares you for Group 2’s financial performance communications, which build on the governance credibility established here.
Next steps
If you are following the series:
- Next: Part 3 covers Group 2 (Financial Performance & Capital Management)
- Previous: Part 1 covered Getting Started and System Setup
If you are new to the series:
- Start from part 1 for the complete methodology
- Jump to part 8 to see the live demonstration
Want to try this yourself?
- Create comprehensive company profiles before prompting
- Test Claude’s understanding of focused legal requirements
- Use strategic refinement to enhance business communication quality
Complete article series
- Part 1: Getting Started
- Part 2: Building the foundation (Group 1) ← You are here
- Part 3: Financial performance and capital management (Group 2)
- Part 4: Directors’ statements and professional judgment (Group 3)
- Part 5: External stakeholders and audit relations (Group 4)
- Part 6: Risk management and CSR disclosures (Group 5)
- Part 7: Final assembly and compliance verification (Group 6)
- Part 8: Live demonstration – real-time board report creation
This governance foundation sets the stage for the financial performance communications covered in Part 3, where we will see how Claude handles quantitative analysis and strategic financial storytelling.
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