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CS Professional · Drafting, Pleadings and Appearances · Art of Advocacy and Appearances

While preparing a case on default in financial reporting, advocate Sanjay checks who must sign the Board's report of Kaveri Textiles Ltd, whose chairperson has not been authorised by the Board. Which signing arrangement satisfies the Act?

Where the chairperson is not authorised by the Board, the Board's report must be signed by at least two directors, one of whom is a managing director, or by the director where there is only one. Officers like the CFO or company secretary cannot substitute.

  1. AThe company secretary alone
  2. BThe chairperson alone, even though unauthorised
  3. CThe CFO and the company secretary
  4. DAt least two directors, one of whom is a managing directorCorrect

Explanation

Section 134(6) says the Board's report is signed by the chairperson if authorised by the Board. Where he is not authorised, at least two directors must sign, one being a managing director, or the sole director where there is only one. The chairperson alone is therefore wrong here.

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