Analysis of Section 134 of Companies Act, 2013

1) Signing Of Financial Statement :

– Chairperson of the Company (if authorised by the board of directors) OR

– 2 Directors (out of which 1 shall be Managing Director) AND

– CEO/CS/CFO (if they are appointed in the Company)

Note : In Case Of One Person Company Financial statement shall be signed by only one director.
2) Auditors’s Report Shall be attached to every  Financial Statement.

3) Content Of Board’s Report :

  • Web address where Extract of Annual Return has been placed.
  • Director’s Responsibility statement.
  • Number of Board Meetings.
  • Declaration by Independent Directors.
  • Statement of the Comapany’s affairs.
  • Particulars of Contracts or arrangements with Related party ( Form No. AOC-2 )
  • Particulars of loans, guarantees, or Investments.
  • Comments by Board of director on remarks made by auditor in his report and PCS in his Secretarial audit report.
  • Amount carrying reserves or paid by Dividend.
  • CSR Policy and initiatives Including reasons for Unspent amount on CSR.
  • Company’s policy on Director’s Appointment and Remuneration.
  • Conservation of energy, technology absorption and forein exchange.
  • Details of fraud Reported by auditor (Section 143 (12)).
  • Statement of Annual Evaluation made by the Board of its own performamce and of its committees and individual directors. (Applicable to listed Company And and other public company having paid up share capital of 25 crores or more ).

4) Board’s report shall be attached to financial Statement And in case of One Person Company report containing Comments by Board of director  on remarks made by the auditor in his report.

5) Directors Responsibility Statement :

  • Annual accounts prepared on going concern basis.
  • While preparing annual accounts applicable accounting standards had been followed with explanation for material departures.
  • Internal Financial controls in case of listed company that are adequate and operating effectively.
  • Proper and sufficient care for the maintenance of accounting records & safeguarding the assets of company.

6) Who shall sign Board’s report ?

  • Chairperson of the Company if authorised by the board of directors.
  • Where the chairperson is not authorised Two Directors ( out of which 1 shall be Managing Director ) OR
  • A director ( in case of only one director ).

7) Issuance or Circulation of Signed Copy Of Financial  statement :

  • along with the copy of notes forming part of such financial statement , board’s report and Auditors’s report.

8) Non Compliance :

  • Fine On Company : 50K to 25 Lakh Rupees.
  • Officer in default : Punishable with imprisonment for 3 years or fine varying from 50K to 5 Lakh Rupees or Both.

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October 2020