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CSEET · Economic and Business Environment · Elements of Corporate Governance

Regarding the signing of the financial statement approved by the Board under section 134 of the Companies Act, 2013, which is correct for a company that is not a One Person Company?

After Board approval, the financial statement is signed by the authorised chairperson or by two directors, one being the managing director if any, along with the CEO, CFO and company secretary wherever appointed. The company secretary alone, a shareholder or the auditor cannot sign on the Board's behalf.

  1. AIt is signed by the chairperson if authorised by the Board, or by two directors of whom one is the managing director, if any, along with the CEO, CFO and company secretary wherever appointedCorrect
  2. BIt is signed only by the company secretary
  3. CIt is signed by any one shareholder present at the general meeting
  4. DIt is signed only by the statutory auditor on behalf of the Board

Explanation

Section 134(1) requires Board approval before signing on behalf of the Board by the authorised chairperson or by two directors (one being the managing director, if any), together with the CEO, CFO and company secretary wherever appointed. The other options name persons who are not authorised signatories.

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