Mithi Sugar Limited has on its Board, four directors viz A, B, C and D. In addition, the company has Mr. R as the Managing Director. The company also has a full time Company Secretary, Mr. Anupam, on its rolls. The finan

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 authorized by the Board; or 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. Further, section 134(6) of the Companies Act, 2013 provides that 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. In given case, the Balance Sheet and Profit & Loss Account have been signed by Mr. A and Mr. B, the directors. In view of the provisions of Section 134(1) of the Act, the Managing Director Mr. R should be one of the two signatories. Since, the company has also employed a full time Secretary, he should also sign the Balance Sheet and Profit & Loss Account. Boards Report is required to be signed by the chairperson of the company or by the two directors, one of whom shall be the managing director, in this case Mr. R being the managing director and any of other director (A or B or C or D) can sign the Board Report. Therefore, authentication done by two directors (i.e. Mr. A and Mr. B) is not valid.