Board & meetings
Who Signs the Board’s Report? Section 134(6), All Three Limbs
Quick answer
Can one director sign the Board’s report?
Yes, in two cases. Where the Board has authorised the chairperson of the company to sign, the chairperson signs alone under the first limb of Section 134(6). And where there is only one director, that director signs under the third limb. In every other case the section asks for at least two directors.
Section 134(6) of the Companies Act, 2013 requires the Board’s report and any annexures thereto to be signed by the chairperson of the company where he is authorised by the Board, and where he is not so authorised, to be signed by at least two directors, one of whom shall be a managing director, or by the director where there is only one director. Read slowly, that is not one rule with exceptions. It is three alternatives, and a report is validly signed if it satisfies any one of them.
The three limbs, side by side
Section 134(6) — who may sign the Board’s report
| Limb | Condition | Signatures needed |
|---|---|---|
| Chairperson | The Board has authorised the chairperson of the company to sign | One — the chairperson |
| Two directors | The chairperson is not so authorised | Two, of whom one shall be a managing director |
| Sole director | There is only one director | One — that director |
The practical consequence is that “two directors must sign the Board’s report” is only the default. It is what applies when nobody has passed the resolution that engages the first limb, and when the company has more than one director.
The chairperson limb needs a resolution, not a title
The section says the chairperson signs “where he is authorised by the Board”. Being the chairperson is not by itself enough. There has to be a Board resolution authorising that person to sign the report, and the sensible place to pass it is the same meeting that approves the report and the financial statements. If your minutes do not record that authority, the company is on the second limb and needs two signatures.
Nothing in the first limb is restricted by the size or class of company. A small company, a private company and a public company may all use it. What they need is the resolution.
“One of whom shall be a managing director”
The second limb asks that one of the two signatories be a managing director. A company that has no managing director cannot satisfy that part and is not required to — the words bite only where the office exists. Where the company does have a managing director, the usual practice is to have that person sign as one of the two. If your register of directors does not record who, if anyone, holds the office, that is the gap to fix before the signing question arises.
The One Person Company and the single-director company
The third limb turns on there being only one director, not on the company being a One Person Company. In practice the two coincide: Section 149(1) requires a minimum of two directors for a private company and three for a public company, with one for a One Person Company, so a single-director company is an OPC. A system that asks “is this an OPC?” instead of “how many directors are there?” will get the answer right most of the time and wrong whenever the company master has not recorded its category.
Section 134(1) is a different question
Do not carry the Board’s report rule across to the financial statements. Section 134(1) deals with signing the financial statements and has its own structure — the chairperson where authorised by the Board, or two directors of whom one shall be the managing director, together with the Chief Executive Officer, the Chief Financial Officer and the Company Secretary wherever they are appointed, with a proviso for the One Person Company. Notably, Section 134(1) contains no “where there is only one director” limb of the kind Section 134(6) carries; the OPC is addressed by its own proviso.
What to put in the minutes
- The resolution approving the financial statements and the Board’s report for the financial year.
- If you are using the first limb: the resolution authorising the chairperson, by name, to sign the report and its annexures on behalf of the Board.
- If you are using the second limb: which two directors are authorised to sign, and the fact that one of them is the managing director where the company has one.
- The date the report bears, which should not precede the meeting that approved it.
A short checklist before the report goes out
- How many directors does the company have on the date of signing?
- Has the Board authorised the chairperson to sign? Is that resolution in the minutes?
- Does the company have a managing director, and is that person among the signatories?
- Do the names, designations and DINs on the signature block match the register of directors?
- Are the annexures signed consistently with the report — the section covers “any annexures thereto”.
Frequently asked questions
Can one director sign the Board’s report?
Yes, in two cases. Where the Board has authorised the chairperson of the company to sign, the chairperson signs alone under the first limb of Section 134(6). And where there is only one director, that director signs under the third limb. In every other case the section asks for at least two directors.
Does a small company need two directors to sign the Board’s report?
Section 134(6) draws no distinction by size or class. A small company needs two signatures unless its Board has authorised its chairperson to sign, or unless it has only one director. What is abridged for a small company is the content of the report under Rule 8A of the Companies (Accounts) Rules, 2014, not the signing requirement.
Must the chairperson of the Board and the chairperson of the company be the same person?
Section 134(6) speaks of “its chairperson”, meaning the chairperson of the company. In most companies the Articles provide for a chairperson who also chairs Board meetings and the two are the same person. Where your Articles separate the roles, identify in the authorising resolution which office the signatory holds.
What if the company has no managing director?
Then the requirement that one of the two signatories be a managing director cannot apply, and two directors sign. The words address the case where the office exists; they do not require a company to appoint a managing director in order to sign its Board’s report.
Who signs a One Person Company’s Board report?
Its director. A One Person Company has one director under Section 149(1), and Section 134(6) provides for the report to be signed by the director where there is only one director.
This article is informational and is not legal advice. Confirm the current text of Section 134 of the Companies Act, 2013, the Companies (Accounts) Rules, 2014, and your Articles before you sign or file anything.
Estimated read time: 6 min read
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