law: Companies Act, 2013 
  134.
  
    Financial
  
  statement, Board’s report, etc.
  1.      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 at least by the chairperson of the company where he is authorised by the
  
  Board or by two directors out of which one shall be managing director and the
  
  Chief Executive Officer, if he is a director in the company, the Chief
  
  Financial Officer and the company secretary of the company, wherever they are
  
  appointed, or in the case of a One Person Company, only by one director, for
  
  submission to the auditor for his report thereon.
  2.      The auditors’ report
  
  shall be attached to every financial statement.
  3.      There shall be
  
  attached to statements laid before a company in general meeting, a report by
  
  its Board of Directors, which shall include—
  a.     
  
    the
  
  extract of the annual return as provided under sub-section (3 ) of
  
  section 92;
  b.    
  
    number
  
  of meetings of the Board;
  c.     
  
    Directors’
  
  Responsibility Statement;
  d.    
  
    a
  
  statement on declaration given by independent directors under sub-section (6 )
  
  of section 149;
  e.     
  
    in
  
  case of a company covered under sub-section (1 ) of section 178,
  
  company’s policy on directors’ appointment and remuneration including criteria
  
  for determining qualifications, positive attributes, independence of a director
  
  and other matters provided under sub-section (3 ) of section 178;
  f.     
  
    explanations
  
  or comments by the Board on every qualification, reservation or adverse remark
  
  or disclaimer made—
                       
  
   i.        
  
    by
  
  the auditor in his report; and
                      
  
   ii.        
  
    by
  
  the company secretary in practice in his secretarial audit report;
  a.    
  b.    
  c.    
  d.    
  e.    
  f.    
  g.    
  
    particulars
  
  of loans, guarantees or investments under section 186;
  h.     
  
    particulars
  
  of contracts or arrangements with related parties referred to in sub-section (1 )
  
  of section 188 in the prescribed form;
  i.       the state of the
  
  company’s affairs;
  j.      
  
    the
  
  amounts, if any, which it proposes to carry to any reserves;
  k.     
  
    the
  
  amount, if any, which it recommends should be paid by way of dividend;
  l.      
  
    material
  
  changes and commitments, if any, affecting the financial position of the
  
  company which have occurred between the end of the financial year of the
  
  company to which the financial statements relate and the date of the report;
  m.   
  
    the
  
  conservation of energy, technology absorption, foreign exchange earnings and
  
  outgo, in such manner as may be prescribed;
  n.     
  
    a
  
  statement indicating development and implementation of a risk management policy
  
  for the company including identification therein of elements of risk, if any,
  
  which in the opinion of the Board may threaten the existence of the company;
  o.    
  
    (o )
  
  the details about the policy developed and implemented by the company on
  
  corporate social responsibility initiatives taken during the year;
  p.    
  
    in
  
  case of a listed company and every other public company having such paid-up
  
  share capital as may be prescribed, a statement indicating the manner in which
  
  formal annual evaluation has been made by the Board of its own performance and
  
  that of its committees and individual directors;
  q.    
  
    such
  
  other matters as may be prescribed.
  1.     
  2.     
  3.     
  4.      The report of the
  
  Board of Directors to be attached to the financial statement under this section
  
  shall, in case of a One Person Company, mean a report containing explanations
  
  or comments by the Board on every qualification, reservation or adverse remark
  
  or disclaimer made by the auditor in his report.
  5.      The Directors’
  
  Responsibility Statement referred to in clause (c ) of sub-section (3 )
  
  shall state that—
  a.     
  
    in
  
  the preparation of the annual accounts, the applicable accounting standards had
  
  been followed along with proper explanation relating to material departures;
  b.    
  
    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;
  c.     
  
    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;
  d.    
  
    the
  
  directors had prepared the annual accounts on a going concern basis; and
  e.     
  
    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.
  Explanation. —For the purposes of
  
  this clause, the term “internal financial controls” means the policies and
  
  procedures adopted by the company for ensuring the orderly and efficient
  
  conduct of its business, including adherence to company’s policies, the
  
  safeguarding of its assets, the prevention and detection of frauds and errors,
  
  the accuracy and completeness of the accounting records, and the timely
  
  preparation of reliable financial information;
  a.     
  b.     
  c.     
  d.     
  e.     
  f.     
  
    the
  
  directors had devised proper systems to ensure compliance with the provisions
  
  of all applicable laws and that such systems were adequate and operating
  
  effectively.
  1.     
  2.     
  3.     
  4.     
  5.     
  6.      The Board’s report
  
  and any annexures thereto under sub-section (3 ) 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.
  7.      A signed copy of
  
  every financial statement, including consolidated financial statement, if any,
  
  shall be issued, circulated or published along with a copy each of—
  a.     
  
    any
  
  notes annexed to or forming part of such financial statement;
  b.    
  
    the
  
  auditor’s report; and
  c.     
  
    the
  
  Board’s report referred to in sub-section (3 ).
  1.     
  2.     
  3.     
  4.     
  5.     
  6.     
  7.     
  8.      If a company
  
  contravenes the provisions of this section, the company shall be punishable
  
  with fine which shall not be less than fifty thousand rupees but which may
  
  extend to twenty-five lakh rupees and every officer of the company who is in
  
  default shall be punishable with imprisonment for a term which may extend to
  
  three years or with fine which shall not be less than fifty thousand rupees but
  
  which may extend to five lakh rupees, or with both.