Signing of Financial Results, Board Reports etc...

[Deepesh Nayak]

Good Evening Friends,

Please confirm me, whether my interpretation is right or wrong:

As per Section 134 (1)

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 :


01. Chairperson of the Company (if authorized by the board), or

02. two directors, (one should be MD if there is one), and CEO (if he is director in the company) and CFO and CS.


It mean chairperson can alone sign the financial statements i.e. balance sheet, PL, DIR report, without any of personnel as mentioned in point 2. if board authorized him.

And if board not so authorized chairperson, then the officials as mentioned in point no. 2

If we go to option 2, would it require to designates any director as CEO, because CEO should must be a director under section 134. If we do it then the signatories will be as follow:

01. NED (CEO as designated by Board), and
02. MD, and
03. CFO, and
04. CS.

Please clarify......


Deepesh

[CS Riyanka Jain]

Hi,

As per my understanding, the interpretation is as follows:

Option 1. Chairperson (where authorised by the Board) and CEO (if he is a director) and CFO (wherever appointed) and CS (wherever appointed)

Option 2. Two directors (out of which one shall be managing director) and CEO (if he is a director) and CFO (wherever appointed) and CS (wherever appointed)

​CEO, CFO and CS are covered under "KMP" and law makers must be intended to include them for signatories for giving them responsibilities!

Other valuable views are solicited!

Regards,

Riyanka ​

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Riyanka Jain

Company Secretary & Compliance Officer

New Delhi

“Appreciation can make a day – even change a life” 

 

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Thank you

[Deepesh Nayak]

Thanks mam,

As the CEO is new terms as per NCA, 2013 so will we have to designate any director as CEO for complying the above provisions because in both the options (as interpreted by you) the CEO is a on of the mandatory signatories????

Thanking you,

*CS Deepesh Kumar Nayak*
 Company Secretary

 *Mob. 097134-80215*
*csdeepe...@gmail.com*

[CS Riyanka Jain]

I dont think we should designate director as CEO coz CEO will sign only "if he is a director", if not then, not required to sign.

[Deepesh Nayak]

Ok, so if no CEO then in both the options no requirement to sign by CEO with other signatories,  right??

Thanking you,

*CS Deepesh Kumar Nayak*
 Company Secretary

 *Mob. 097134-80215*
*csdeepe...@gmail.com*

[CS Riyanka Jain]

Yes.

[Deepesh Nayak]

Thanks, actually para of sub section 1 of section 134 is much complicatedly drafted and the words used  "OR" "And" is confusing and unable to come on any conclusion.

Thanking you,

*CS Deepesh Kumar Nayak*
 Company Secretary

 *Mob. 097134-80215*
*csdeepe...@gmail.com*

[CS Riyanka Jain]

Yes, its true. 

The position of CEO is arguable!

[Nagaraja Rao]

The financial statements should be signed by any two directors and Company secretary.  The director/s can be CEO, chairman or CFO it is not relevant. If the Company has a MD , then he must be one of the signatories, as MD will necessarily be a director only.

thanks

Thanks and Regards,
J.Nagaraja Rao
Company Secretary
mob 9686177553

[gbalajiacs]

Dear Friends,

Financial statements are to be signed by the following;

1. Chairperson of the company, if he is authorised by the Board; or

2. By two directors, out of which one shall be MD and

    the CEO, if he is a director, the CFO and the CS wherever they are appointed.

.

As per notification from MCA, the financial statements and Board's report for the year 2013-14 will have to be prepared only in accordance with the Companies Act 1956. 

Being the case, whether CFO has to be immediately appointed for the purpose of signing the financial statements of 2013-14, or signing of financials statements by CFO will be applicable only from financial statements of 2014-15?

Clarification sought?

Regards

G Balaji

Learn to love; Love to learn.

[CS Riyanka Jain]

Hi,

Section 203 is applicable since 01.04.2014, so, CFO should be appointed asap (wherever applicable).

The relevant circular refers the preparation of Board's Report and Annual Accounts, But, in absence of clarity regarding signing requirement, section 134 of CA, 2013 should be referred as 'once the Balance sheet is signed, cant be rectified'.

Thus, in my opinion, Balance Sheet should be signed as per new provision to avoid any non-compliance.

Other views solicited!

Regards,

Riyanka

[Divya Matah]

In a Sec 8 company if chairman is not available as he is abroad and no MD is there in the company, then which 2  will sign the financial statements so that it is treated valid as per Sec 134(1) of Companies Act 2013.

[CS Anuja Verma]

Dear Professionals,

In a Private limited Company where the paid-up Capital is less than 5 cr and not mandatory to appoint a CS, has appointed a CS and the Company has not filed DIR-12 for the CS. 

Now my query is, does the designated Company Secretary is also required to sign the Financial statement of the Company??  

Regards,

Anuja Verma

[CS]

Not required