Clarification regarding sec 134 of company law

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

25 July 2015 Respected All,

Need your valuable opinion.

As per the Section 134 of Companies Act, 2013, the financial statement shall be signed by Chairman, if authorised by Board or by 2 directors one of which shall be Managing Director, if any and Chief Executive Officer, if he is director, Chief Financial Officer and Company Secretary, if any.

Case: A company is having a chairman who is of the age of more than 90 years so he can not sign the Financial Statements. Company is having MD but he is travelling, not in India, therefore, he also cannot sign the financial statements. Now, query is can a company pass a resolution to authorise other directors of the company to sign the financial statement in absence of MD and Chairman?

Pls give answer with support of some case law or legal provision.

Many Thanks

Pratik Shah

Pratik Shah (Expert)
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25 July 2015 If Company has MD, then he should sign it. It is mandatory as per Section 134 (as you mentioned).
By virtue of being MD, he is responsible for the operations of the company. Hence, Act is asking MD to sign the Financials. And that is the reason Section 134 mandates MD to sign it, if Company has MD.

I really do not have any idea how will you manage this situation, but as far as nothing is written in the Act or Rules in contrary, MD has to sign it.

Please also wait for Other Learned members views.