Financial Statement Signing explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Two signatures at minimum, and one of them must be the managing director if the company has one.
The requirement
The Financial Statements of a company is required to be signed as per the provisions of Section 134 of the CA, 2013 by:
- Chairperson if he is authorized or two directors out of which one shall be MD, if any; and
- CEO, the CFO and the Company Secretary, wherever they are appointed, to sign the financial statements of the company.
The provision requires signatures from two different constituencies, and each is there for a different reason.
The first limb is governance. Either the chairperson if he is authorized — a single authorised signature representing the board — or two directors out of which one shall be MD, if any. Two directors, not one, so no individual director can approve the accounts alone. And where there is a managing director, that person must be one of them, because they are responsible for the management the accounts report on.
The words if any matter. A company with no managing director signs through any two directors; the requirement does not force an appointment.
The second limb is execution. The CEO, the CFO and the Company Secretary, wherever they are appointed also sign. These are the people who prepared the statements and maintained the records, and their signatures attach personal responsibility to the preparation as distinct from the approval.
Again, wherever they are appointed — a company that has no chief financial officer does not need to appoint one in order to sign its accounts.
The signatures connect directly to two other requirements. The directors' responsibility statement under section 134(5) is a personal attestation about the accounts, and financial statement signing is where that responsibility is assumed. And approval of the accounts is one of the matters that shall not be considered through video conference, precisely because of the weight of what is being signed.
Who signs what
| Signatory | Condition | Role |
|---|---|---|
| Chairperson | If authorised | Alternative to two directors |
| Two directors | One must be the managing director, if any | Board approval |
| Chief Executive Officer | Wherever appointed | Execution |
| Chief Financial Officer | Wherever appointed | Preparation |
| Company Secretary | Wherever appointed | Process and record |
What accompanies the statements
- The Board's report, which under section 134(3) is attached to the consolidated financial statements as well.
- The directors' responsibility statement under section 134(5), within the Board's report.
- The web-link of the annual return.
- The auditor's report, including the statement on internal financial controls where section 143(3)(i) applies.
Why the approval cannot be remote
Rule 4 of the Companies (Meetings of the Board and its Powers) Rules, 2014 excludes approval of annual financial statements and approval of board's report from video conference. Both documents carry personal director responsibility, and the rule requires them to be approved with the directors physically present — a quorum at least.
Common mistakes
- Financial statement signing by two directors where the company has a managing director who is not among them.
- Omitting the chief financial officer's signature where one is appointed.
- Appointing a chief executive officer solely to satisfy the signing requirement.
- Approving the accounts at a fully virtual board meeting.