(a) You being the Deputy Company Secretary of a company have been asked by one of the directors, who will be signing the Board Report, what is meant by the Directors' Responsibility Statement. Answer in pursuance of prov

(a) Section 134(5) of the Companies Act, 2013, specifically provides that the Directors' Responsibility Statement shall set out the following affirmations: (i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) the directors had prepared the annual accounts on a going concern basis; and (v) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. As per section 134(6) of the Companies Act, 2013, the Board's report and any annexures thereto, shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director. (b) Under section 92(2) of the Companies Act, 2013 read with rule 11(2) of the Companies (Management and Administration) Rules, 2014 the annual return of a listed company or of a company having a paid-up share capital of ₹10 crore or more or turnover of ₹50 crore or more shall be certified by a Company Secretary in practice in Form MGT-8. Accordingly, annual return of Faithful Ltd., an unlisted company having a turnover of ₹75 crore shall be certified by a Practising Company Secretary under Form MGT-8.