The Board of Directors of XYZ Petrochemicals Limited consists of Mr. R (Managing Director), Mr. N (Director), Mr. P (Director), Mr. A (Chairperson),…
CA Intermediate · Corporate and Other Laws · PYQS · January 2026
The Board of Directors of XYZ Petrochemicals Limited consists of Mr. R (Managing Director), Mr. N (Director), Mr. P (Director), Mr. A (Chairperson), Mr. D (Chief Financial Officer, not a director) and Mr. C (Company Secretary). The Board as a policy does not authorize the chairperson of the company to sign the financial statements. The Profit and Loss Account and Balance Sheet of the company were signed by Mr. N, Mr. P and Mr. A. Examine whether the authentication of financial statements of the company was in accordance with the provisions of the Companies Act, 2013. What would be your answer in case the company is a One Person Company (OPC) and has only one Director, who has authenticated the Balance Sheet and Statement of Profit & Loss and the Board's Report?
Suggested Answer and Working Notes:
According to section 134 (1) of the Companies Act, 2013, 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, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon. In the question given, the profit and loss account and the balance sheet of the company were signed by Mr. N (director), Mr. P (director) and Mr. A (Chairperson). The signing of the Financial Statements is not in order as it should be signed at least by Mr. R (the Managing director), either Mr. N (Director) or Mr. P (Director), Mr. D (Chief Financial Officer) and Mr. C (Company Secretary) also. Further, Mr. A is not authorized by the Board, so he will not sign the financial statements. In case the company is a One Person Company, the authentication by one director itself will be valid.
Topics: Accounts of Companies
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