Section 134 of the Companies Act, 2013
Section 134 of the Companies Act, 2013 – Financial Statement, Board’s Report, etc.
🔍 Overview:
Section 134 outlines the requirements related to the approval, authentication, signing, and submission of the financial statements, including the Board’s Report, by a company.
📌 Key Provisions:
1. Approval of Financial Statements [Sub-section (1)]:
The financial statement, including consolidated financial statements (if any), must be approved by the Board before being signed and submitted to the auditor for their report.
2. Signing of Financial Statements [Sub-section (1)]:
The financial statement must be signed by:
The Chairperson, if authorised by the Board; or
At least two directors, one of whom shall be the Managing Director, if any, and the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Company Secretary (CS), wherever they are appointed.
3. Board’s Report [Sub-sections (3) & (4)]:
A report by the Board of Directors must accompany the financial statements and must include:
State of the company’s affairs
Financial performance
Details of material changes, conservation of energy, technology absorption, foreign exchange
Directors’ responsibility statement
Related party transactions
Risk management policy, CSR, and other statutory disclosures
4. Director’s Responsibility Statement [Sub-section (5)]:
Directors must confirm:
Proper accounting standards followed
Consistent accounting policies
Adequate accounting records and internal controls
Safeguards for assets
Going concern status
Compliance with applicable laws
5. Adoption at AGM [Sub-section (6)]:
The Board’s Report and financial statements are to be laid before the members in the Annual General Meeting (AGM).
6. Filing with ROC [Sub-section (7)]:
A copy of financial statements, including Board’s Report and Auditor’s Report, must be filed with the Registrar of Companies (ROC) in prescribed form (e.g., Form AOC-4) within 30 days of the AGM.
⚠️ Penalties for Non-Compliance [Sub-section (8)]:
Company: Penalty of ₹3,00,000
Every defaulting officer: Penalty of ₹50,000
For continuing default: ₹500/day (max ₹5,00,000 for officer)
✅ Objective:
To ensure transparency, accountability, and disclosure of financial and operational information to shareholders and regulatory authorities.
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