FINANCIAL STATEMENTS AND BOARD’S REPORT

Section 134 of the Companies Act 2013 enumerates provisions related to with Financial Statements and Boards’ Reports. Rule 8 to Rule 12 of the Companies (Accounts) Rules 2014 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also deals with Boards’ Report.

Penalty for Contravention of Section 134:

If a company contravenes the provisions of section 134, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both. [Section 134(8)]

Annual Report:

A signed copy of every financial statement, including consolidated financial statement, if any, shall be issued, circulated or published along with a copy each of—

(a) any notes annexed to or forming part of such financial statement;

(b) the auditor’s report; and

(c) the Board’s report referred to in sub-section (3).

[Section 134(7)]

Approval and Signing of Financial Statement:

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 at least 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, or in the case of a One Person Company, only by one director, for submission to the auditor for his report thereon. [Section 134(1)]

Approval by the Board of directors must be before signing by authorised persons.

Sign by Chief Financial Officer (CFO) and Company Secretary (CS) and

1. Chairperson of the company where authorised by the Board; or
2. Managing Director and Chief Executive Officer if he is a director; or
3. Managing Director and any other Director; or
4. Any two Director, if no managing director, or
5. One director in case of One Person Company (OPC).

Please read comma [,] in this sub – section carefully.

Auditors’ Report:

The auditors’ report shall be attached to every financial statement. [Section 134(2)]

We have discussed Auditor’s Report earlier here.

Signing of Boards’ Report:

The Board’s report and any annexure thereto shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director. [Section 134(6)]

Sign by:

(a) Chairperson if authorised, or

(b) Managing Director and a Director, or

(c) any two Director, if no Managing Director, or

(d) one Director in case of only one director i.e. in case of One Person Company (OPC).

Boards’ Report of One Person Company:

The report of the Board of Directors to be attached to the financial statement under this section shall, in case of a One Person Company, mean a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report. [Section 134(4)]

Section 134(3) is not applicable to One Person Company. Boards’ Report of One Person Company shall be prepared as per Section 134(4).

We will discuss Boards’ Report of companies other than One Person Companies in another post.

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