Authentication of Financial Statements (Section 134)
# Authentication of Financial Statements (Section 134)
## Core Rule
Financial Statements (including Consolidated Financial Statements, if any) must be approved by the Board of Directors before being signed on behalf of the Board.
## Who Signs the Financial Statements?
At least the following persons must sign the FS on behalf of the Board:
Sl.
Signatory
When required
1
Chairperson of the company
Where authorised by the Board, OR
2
2 Directors, of which one shall be a Managing Director
Default option
3
Chief Executive Officer (CEO)
Wherever he is appointed
4
Chief Financial Officer (CFO)
Wherever he is appointed
5
Company Secretary (CS)
Wherever he is appointed
> ⚠️ Note: 'wherever appointed' means signing is mandatory ONLY if the person has been appointed — not that the company must appoint them.
## Special Case: One Person Company (OPC)
In an OPC, the Financial Statement shall be signed by only ONE director, for submission to the auditor for his report.
## Attachment Requirement
The Auditor's Report must be attached to every financial statement.
## Issuance / Circulation / Publication of FS
A signed copy of every financial statement (including CFS, if any) shall be issued, circulated or published along with copies of:
1. Any notes annexed to / forming part of such FS;
2. The Auditor's Report; and
3. The Board's Report.
Worked example
### Example 1
Example 1: Tech Ltd has appointed a Chairperson (authorised by the Board), a CEO, a CFO, and a CS. Its financial statements must be signed by — (i) the Chairperson, (ii) the CEO, (iii) the CFO, and (iv) the CS. Two directors' signatures are NOT required because the authorised Chairperson alone suffices for the 'Board' signature.
### Example 2
Example 2: Sunrise Pvt Ltd has no Chairperson authorised by the Board. It has a Managing Director, two other directors, a CFO, but no CEO or CS. The FS must be signed by — (i) the Managing Director, (ii) any one other director, and (iii) the CFO.
### Example 3
Example 3 (OPC): Singh OPC Pvt Ltd has one director (Mr. Singh). The FS shall be signed by Mr. Singh alone before being sent to the auditor.
⚠️ Common exam mistakes
Forgetting that the Chairperson can sign alone ONLY if authorised by the Board; otherwise 2 directors (one being MD) are required.
Believing CEO/CFO/CS signature is required even if they are not appointed — they sign only 'wherever appointed'.
In OPC, mistakenly requiring 2 signatures instead of 1.
Failing to attach the Auditor's Report — Board's Report and notes must also accompany the circulated/issued FS.
Confusing signing of FS (Section 134) with signing of Board's Report — they have distinct sets of signatories.
Bare-Act text Section 134(1) · Companies Act, 2013 · click to expand
The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director, and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed... The auditors' report shall be attached to every financial statement.