Authentication of FS, CFS and Board's Report (Section 134)

# Authentication of FS, CFS & Board's Report — Section 134(1), (2), (6), (7)

Authentication is the formal signing process that establishes who is taking legal responsibility for the documents.

## Part A — Authentication of FS & CFS [Section 134(1)]

### Step 1 — Approval

FS & CFS must be approved by the BOD before they are signed.

### Step 2 — Signing for Submission to Auditor

FS & CFS are signed on behalf of the BOD by:

• Chairperson of the company, if authorised by the BOD, OR
• At least 2 directors, of whom 1 shall be the Managing Director (MD), AND
• Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Company Secretary (CS) — but only if appointed by the company (i.e., these positions are signatories only if the company has them).

### Special Case — OPC

For a One Person Company (OPC), the FS may be approved and signed by only 1 director.

## Part B — Authentication of Board's Report [Section 134(6)]

The Board's Report and its annexures shall be signed by:

• Chairperson of the company, if authorised by the BOD, OR
• At least 2 directors, of whom 1 shall be the Managing Director (MD).

### Special Case — Company with Only 1 Director

Where the company has only 1 director, the Board's Report is signed by such director alone.

### Type of Board's Report

## Part C — Circulation and Publication [Section 134(7)]

A signed copy of FS & CFS shall be issued, circulated, and published along with copies of:

• Notes to FS;
• Auditor's Report;
• Board's Report (BOD Report).

Practical implication: You cannot circulate FS without also circulating these accompanying documents.

## Penalty for Default in Authentication

## Comparative Snapshot — Who Signs What?

## Memory Aid

• FS carries the maximum signatures because it shows the financial position — every senior officer responsible must sign.
• Board's Report carries fewer signatures because it is the directors' narrative, not the audited financial result.