The signatory requirements for the Board's Report of a private limited company are governed by Section 134(6) of the Companies Act, 2013.
Signatories to the Board's Report (Section 134(6))
The Board's Report must be signed by the individuals who are legally responsible for certifying the compliance and content of the report. Your company's structure offers two primary, valid options for signatures:
The Rule for Your Company
Given that your company is a Private Limited Company with a Paid-up Capital of ₹10 Crore and employs a full-time Company Secretary (CS), the report must be signed by the following:
| Priority | Role | Condition |
| Option 1 (Chairperson) | The Chairperson of the Board. | Only required if they are specifically authorized by a Board Resolution to sign the report on behalf of the Board. |
| Option 2 (Default) | One Director (preferably the MD, if appointed) AND the Company Secretary. | This is the most common and practical approach, as the presence of the CS satisfies the requirement for a dual signature without needing two directors. |
The Statutory Requirement in Detail
Section 134(6) states that the report must be signed by:
- The Chairperson: If authorized by the Board.
- OR, Failing that: By at least two Directors (one being the Managing Director, if there is one).
However, by combining this with the specific provisions related to the appointment of Key Managerial Personnel (KMP) (which includes a full-time CS), the signing can be simplified to include the CS.
Crucial Note on the CS's Role:
The presence of a full-time Company Secretary is vital here. By signing the report, the CS officially authenticates the report and its annexures, confirming that the procedural and compliance details (such as details of Board Meetings, Directors' KYC, etc.) are accurately reflected.
Key Compliance Action: "For a mid-sized private company with a full-time CS, the most efficient and preferred method is to obtain the signature of one Director and the Company Secretary. This ensures that the primary managerial authority (Director) and the compliance authority (CS) both attest to the document's contents, providing maximum compliance assurance to the Registrar of Companies (ROC)."