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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Board Disclosures and Website Disclosures

Tarun Steels Ltd's Board report is signed by its chairperson, who has not been authorised by the Board. The company has a managing director and several other directors. Under section 134, who must sign the Board's report?

At least two directors must sign, one of whom shall be a managing director, because the chairperson was not authorised by the Board. The chairperson may sign alone only when the Board has authorised him, as section 134(6) provides.

  1. AThe chairperson alone, since he heads the Board
  2. BAt least two directors, one of whom shall be a managing directorCorrect
  3. CThe company secretary alone
  4. DAny one director with the CFO

Explanation

Under section 134(6), the Board's report is signed by the chairperson if the Board has authorised him; where he is not authorised, it must be signed by at least two directors, one of whom is a managing director. Signature by the chairperson alone is therefore defective here.

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