Section 134 of the Companies Act, 2013 Financial statement, Board's report, etc.

In force Change proposed — not yet law Explainer reviewed 23 October 2026

Section 134 covers approval and signing of the financial statements and the contents of the Board's report attached to them, including the Directors' Responsibility Statement. OPCs and small companies can use an abridged Board's report.

Who it applies to

Every company and its Board of Directors

What the section says

Financial statements, including consolidated ones, must be approved by the Board and then signed by the chairperson if authorised, or by two directors (one being the MD, if any), and by the CEO, CFO and company secretary where appointed. In an OPC, one director signs (s.134(1)).
The auditor's report is attached to every financial statement (s.134(2)).
The Board's report must cover, among other things: the web address of the annual return; number of Board meetings; the Directors' Responsibility Statement; frauds reported by auditors; comments on auditor and secretarial audit qualifications; loans, guarantees and investments under s.186; related party contracts under s.188(1); state of affairs; reserves; recommended dividend; material changes after year end; energy, technology and foreign exchange; risk management; and the CSR policy (s.134(3)).
The Directors' Responsibility Statement confirms accounting standards, consistent and prudent policies, adequate records, going concern, internal financial controls (listed companies) and systems for legal compliance (s.134(5)).
An abridged Board's report may be prescribed for OPCs and small companies (s.134(3A)); rule 8A of the Companies (Accounts) Rules, 2014 does this. For an OPC the report need only comment on the auditor's qualifications (s.134(4)).
The Board's report is signed by the chairperson if authorised, otherwise by at least two directors including the MD, or by the sole director (s.134(6)).

Penalty for breach

Who	Consequence
The company	Penalty of ₹3 lakh
Every officer in default	Penalty of ₹50,000

Section 134(8).

Our guide on this

Related sections

Sections this one refers to:

92Annual return 143Powers and duties of auditors and...149Company to have Board of Directors 178Nomination and Remuneration Commit...186Loan and investment by company 188Related party transactions

Sections that refer to this one:

131Voluntary revision of financial st...135Corporate Social Responsibility 177Audit Committee 204Secretarial audit for bigger compa...

Common questions

Who signs the financial statements of a private company?

The chairperson if authorised by the Board, or two directors (one of them the MD, if any), plus the CEO, CFO and company secretary wherever appointed.

Can a small company file a shorter Board's report?

Yes. Section 134(3A) allows an abridged Board's report for OPCs and small companies, prescribed in rule 8A of the Companies (Accounts) Rules, 2014.

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Section number, heading and status: Companies Act, 2013 as consolidated on India Code (amendments to about 2020–21). Sources for this page: Companies Act, 2013: India Code consolidated text. Reviewed 23 October 2026. General information, not legal advice; confirm on the official sources before relying on a provision.