Who signs the balance sheet: s.134, auditor, UDIN

Who signs the balance sheet — SignReady guide

In this guide · 10 sections

What section 134(1) actually says
Who signs, by type of company
What is signed, and the Board's report
Sequence and dates
The auditor's signature: section 145 and SA 700
UDIN: what ICAI requires
Digital signatures
Common errors and the section 134(8) penalty
FAQs
Sources

Key points

Section 134(1) sets the order: the Board approves first, then the statements are signed on its behalf and go to the auditor for his report.
Who signs: the chairperson if authorised by the Board, or two directors including the MD, if any; plus the CEO, CFO and company secretary wherever appointed. A One Person Company signs by one director.
The auditor's report cannot be dated before the Board's approval (SA 700, SA 560). Neither the Act nor the standards require the same date; a later report date stretches the subsequent events work up to that date.
The report carries the partner's signature in his personal name, membership number, firm registration number, place and date. Section 145 requires the signature and SA 700 para 46 to 48 give the details; ICAI adds the UDIN within 60 days of signing, both dates counted.
Default costs ₹3,00,000 for the company and ₹50,000 for each officer in default under s.134(8), with up to half under s.446B for an OPC, small company, start-up or producer company.

Try SignReady: Key dates lists the Board meeting, AGM, AOC-4 and UDIN dates for each file.

The Board meeting is over, the directors have left, and the article assistant notices that the balance sheet carries two signatures, both labelled "Director", though one of them is the Managing Director. The company appointed a CFO in January, and he has not signed. The partner's report is dated two days before the Board meeting because that is when the draft was finalised. Each shows on the face of the document or in Form AOC-4. This guide sets out who signs what, in what order, what the auditor's signature must carry, and how UDIN fits in. Law and ICAI announcements as at 31 October 2026; dates and amounts in the examples are illustrative.

What section 134(1) actually says

Section 134(1), as substituted by the Companies (Amendment) Act, 2017 with effect from 31 July 2018, packs four rules into one sentence:

Element	The rule
Order	The financial statements, including consolidated statements if any, are approved by the Board before they are signed, and are signed for submission to the auditor for his report.
Directors	Either the chairperson, where the Board has authorised him, or two directors, one of whom is the managing director, "if any".
Officers	And the CEO, the CFO and the company secretary, "wherever they are appointed".
One Person Company	Only by one director.

Four points come up on files.

Approval needs a meeting. Section 179(3)(g) places approval of the financial statement and the Board's report among the powers exercised by resolution at a Board meeting. Keep the minute on file. For an OPC with one director, s.122(4) lets the director enter the resolution in the minutes book, sign it and date it; that date is treated as the date of the meeting.
The chairperson route needs authority. Being chairperson is not enough. The Board must have authorised him, so see the resolution. Where it has, the MD does not have to sign as well, but the CEO, CFO and company secretary still sign, because the words about them are read as applying to both routes.
"Wherever appointed" is about fact, not about whether the appointment was compulsory. A small private company that has voluntarily appointed a CFO has a CFO who signs. A CEO who is not a director also signs. The sub-section does not name a manager or a whole-time director as such; a whole-time director signs only if he is one of the two directors.
If one person holds two roles, say so in the designation ("Managing Director and CEO"), so the reader can see that the role was covered.

Who signs, by type of company

The table applies s.134(1) and s.134(6) to the usual structures. Rule 8 and rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are what make some officers compulsory; check paid-up capital for the year.

Company	Financial statements	Board's report
Private company, no MD, no CEO, CFO or CS	Two directors, or chairperson if authorised	Same, on the working reading of s.134(6) explained below
Private company with an MD	MD and one other director, or chairperson if authorised	Same
Private company with paid-up capital of ₹10 crore or more (whole-time CS required by rule 8A)	Directors as above, plus CS, plus CEO and CFO if appointed	Directors only, as above
Small company	No separate relief in s.134(1): same as the private company rows. Small company status changes the contents and the penalty, not the signatories	Same as the private company rows
One Person Company with one director	That director only	That director only
One Person Company with two or more directors	One director, because s.134(1) says so for every OPC	Chairperson if authorised, otherwise at least two: s.134(6) allows one signature only where there is one director
Unlisted public company, paid-up capital below ₹10 crore	Directors as above, plus any CEO, CFO or CS actually appointed	Directors only
Listed company, or public company with paid-up capital of ₹10 crore or more (whole-time KMP under rule 8)	Chairperson if authorised, or two directors including the MD, if any; plus the CEO, if any, the CFO and the CS	Directors only
Section 8 company	Follow the rows above by its structure. The exceptions noted against s.134 in MCA's text relate to government and IFSC companies and to sub-section (3), not to signing. See section 8 company financial statements	Same rule

What is signed, and the Board's report

Schedule III sets the format of the statements; s.134 decides who signs them. Section 2(40) defines the financial statement as the balance sheet, the profit and loss account, the cash flow statement, a statement of changes in equity where applicable, and any explanatory note annexed to or forming part of them. So the notes are inside what the signatories are taking responsibility for. An OPC, small company, dormant company or eligible private start-up may omit the cash flow statement.

Section 134(1) does not say which pages must carry the signature. Common practice is a full signature block on the balance sheet, the statement of profit and loss and the cash flow statement, and at the end of the notes, with the other note pages initialled or the whole set bound. That is practice, not a rule. Section 134(7) requires a signed copy to go out along with the notes, the auditor's report and the Board's report.

The Board's report is on a different footing. Section 134(6) covers the report and its annexures under sub-section (3): the chairperson if authorised, otherwise at least two directors including a managing director, or the director where there is only one. The CEO, CFO and company secretary are not named. Sub-section (6) does not repeat the words "if any" after managing director, and the Act gives no other route for a company that has none. The working reading is that such a company signs by two directors. That is a reading of a drafting gap, not the text, and we found no MCA clarification or order settling it. Where the company has an MD, he should be one of the two; where it has none, an authorised chairperson is the route that avoids the question. Form AOC-4 (the non-XBRL form as revised from 14 July 2025) records this separately from the statements: item 4 takes the Board meeting date and the signatories of the statements, item 5 the meeting date and signatories of the Board's report, and item 6 the date the auditors signed.

Sequence and dates

The legal order is approval, signature, then the audit report. Paragraph 48 of SA 700 (Revised) says the report shall be dated no earlier than the date on which the auditor has sufficient appropriate evidence, including evidence that all the statements and notes have been prepared and that those with authority have taken responsibility for them. Paragraph A60 adds that where law specifies the approval process, evidence of that approval is obtained before dating the report. SA 560 para A3 draws the conclusion in terms: the report date cannot be earlier than the date of approval.

Nothing requires the Board's date and the report's date to be the same. Same-day signing is the convenient result, because it closes the gap. If the report is signed later, the auditor's subsequent events procedures under SA 560 para 6 and 7 have to run up to, or as near as practicable to, the later date, and the written representations must follow it too (dated as near as practicable to, but not after, the report date: SA 580). If a material event appears in that gap, the statements may need to go back to the Board for fresh approval; the accounting side is in events after the balance sheet date under AS 4.

A clean timeline for FY 2025-26 (illustrative):

Date	Step	Check
3 Sep 2026, morning	Board approves statements and Board's report; minutes record the authority if the chairperson is to sign	Final version tabled, not a draft
3 Sep 2026	Directors, CEO, CFO and CS sign	Designations and dates correct
3 Sep 2026	Representation letter signed by management	Same date as the report or just before
3 Sep 2026, after the above	Partner signs the audit report	See the 7 checks before signing and, for riskier files, the second review questions
3 Sep 2026 (latest 1 Nov 2026)	Partner generates UDIN	Day 1 is 3 Sep, day 60 is 1 Nov
28 Sep 2026	AGM adopts the accounts	Shareholder adoption does not move the report date (SA 700 para A61)
By 28 Oct 2026	AOC-4 within 30 days of the AGM	Dates in items 4, 5 and 6 agree to the signed set. See checking Schedule III to AOC-4 figures

Keep the signing dates on the file

In SignReady's Key dates you enter the Board meeting, the AGM and the date the audit report was signed. The file then lists its AOC-4 date and its UDIN date (within 60 days of signing) until you mark them done.

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The auditor's signature: section 145 and SA 700

Section 145 is short on the signature itself: the person appointed as auditor signs the report, and signs or certifies other documents, in accordance with s.141(2), which says that where a firm or LLP is appointed only the partners who are chartered accountants may act and sign for it. The rest of s.145 deals with reading adverse qualifications at the general meeting. The details of the signature come from SA 700 (Revised) and the ICAI Council decisions it records:

Item	Requirement	Source
Signature	The engagement partner signs in his personal name and, where a firm is appointed, also in the name of the firm	SA 700 para 46
Membership number	Stated by the signing partner or proprietor	SA 700 para 46
Firm registration number	Included wherever ICAI has allotted one (Council decision, from 1 April 2010)	SA 700 para 46, footnote 18
Place	A specific location, ordinarily the city where the report is signed	SA 700 para 47
Date	No earlier than Board approval and sufficient evidence	SA 700 para 48
UDIN	Generated by the signing partner	ICAI, below

A sample block, in the form most firms use. Section 134 and SA 700 fix the contents, not this layout, and the names are placeholders.

Auditor	Board
As per our report of even date attached For XYZ & Co, Chartered Accountants Firm Registration No. ............ (Signature) [Name of partner], Partner Membership No. ............ UDIN: ............ Place: ............ Date: ............	For and on behalf of the Board of Directors (Signature) [Name], Managing Director, DIN ............ (Signature) [Name], Director, DIN ............ (Signature) [Name], Chief Executive Officer (Signature) [Name], Chief Financial Officer (Signature) [Name], Company Secretary, Membership No. ............ Place: ............ Date: ............

Drop the lines that do not apply. "Report of even date" is only true if the two dates match; if they differ, write "as per our report dated ...".

UDIN: what ICAI requires

The core position comes from the Council's 405th meeting (17 September 2021): the time limit is 60 days from the date of signing, in place of 15. ICAI's notice of 1 April 2026 repeats that the 60-day requirement continues. That notice gave a one-time window only for documents signed from 22 October to 22 November 2025, because of the move to the new portal, and the window closed on 30 April 2026. The rest below is from ICAI's FAQs on UDIN (4th edition, last updated 2 July 2024). The portal has changed since, so check field names on screen.

When: at the time of signing, or within 60 days. Both the signing date and the generation date count. Signed 3 September means last day 1 November. A regulator or stakeholder who wants it sooner must get it sooner (Q17).
Not in advance: the portal has no option to generate before signing (Q121), and it asks for key figures from the statements, so generate from the final set.
Who: only the signing partner, who must hold a full-time CoP. A firm cannot register, and another partner cannot generate it (Q9, Q10). Joint auditors each generate their own (Q123).
How many: statutory audit and tax audit need separate UDINs (Q97), and so do standalone and consolidated statements (Q99).
Where it goes: printed or handwritten on the document; if handwritten, after the signature and membership number (Q15).
Mistakes: a UDIN can be revoked only within 48 hours of generation (Council's 420th meeting; Q110). After that, generate a fresh one within the time limit (Q111); a revoked UDIN cannot be regenerated on the old signing date beyond 60 days (Q114).

Digital signatures

Section 134 says "signed" and does not call for ink. Section 5 of the Information Technology Act, 2000 lets an electronic signature (a digital signature is one kind) affixed in the prescribed manner meet a legal requirement to sign, and SA 700 para A57 accepts that law may allow electronic signatures on the auditor's report. So a set signed by valid digital signatures is possible. A few practical traps (our advice, not rules):

A DSC on the form is not a signature on the statements. AOC-4 is digitally signed by the authorised officer and certified by a professional, and it separately requires a duly authenticated copy of the statements to be attached. A May 2024 ROC Chennai order, as reported, penalised a company whose statements were filed in XBRL with no copy carrying the signatures of the directors and auditors attached, though it said signed copies were kept at its office.
A pasted image is not a digital signature. A scanned signature on a PDF is only a picture. Do not treat it as a DSC.
One file, all signatories, in order. Directors and officers sign first, the partner last. The signature's time stamp shows the actual sequence, so a stamp that disagrees with the printed date invites the question you were trying to avoid.
Put the UDIN in before the partner's DSC. Adding text after signing normally breaks the signature's validation, and the UDIN cannot be generated before the signing date. So generate it the same day, add it, then apply the DSC.
No UDIN field? The AOC-4 form as revised from 14 July 2025 has none. ICAI's FAQs say UDIN still applies to digitally signed documents uploaded online, to be generated and communicated to management or kept for stakeholders who ask (Q35, Q107).

Common errors and the section 134(8) penalty

Error	Why it matters	Fix
MD signs as "Director"	A July 2024 ROC Chennai order, as reported, treated this as a s.134(1) default and refused to accept it as a slip	Print the role from the DIR-12 record, not last year's block
CFO or CS appointed but no signature	A November 2025 ROC Delhi order, as reported, penalised a set filed without the CS's signature, even though the CS was unavailable after a serious accident	Compare the block with the KMP list at the Board date. If a person is unavailable, raise it before the meeting
Report dated before the Board meeting	SA 700 para 48; both dates show in AOC-4	Date the report on or after approval
Partner signs statements with no director's signature	In 2024 ICAI's Disciplinary Committee (file DC/1718/2023) held an auditor guilty under Item (7) of Part I of the Second Schedule for this	No signed set, no report
Chairperson signs alone, no authority on file	The chairperson route depends on the Board's authority	Minute it, or use two directors
Board's report signed by one director of a two-director company	s.134(6) allows one signature only where there is one director	Two directors, or an authorised chairperson
Firm number, membership number or place missing	SA 700 para 46 and 47	Fix the firm's template

Since 21 December 2020, s.134(8) has been a civil penalty and not a fine: ₹3,00,000 for the company and ₹50,000 for every officer in default, for any default under the section. It is adjudicated under s.454. Section 446B limits the penalty to not more than half (with caps of ₹2 lakh and ₹1 lakh) for an OPC, small company, start-up company or producer company. An illustration with three officers in default:

Illustrative penalty	Other company (₹)	Small company at half (₹)
Company	3,00,000	1,50,000
Three officers in default	1,50,000	75,000
Total	4,50,000	2,25,000

In the reported Delhi order, independent and non-executive directors were not treated as officers in default, and officers were directed to pay from personal sources. The auditor's own exposure runs through the disciplinary route, as the ICAI case above shows.

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Frequently asked questions

Who signs the balance sheet of a private company under section 134?

After Board approval, the chairperson if authorised by the Board, or two directors of whom one is the managing director if there is one. The CEO, CFO and company secretary also sign wherever they are appointed. A One Person Company signs by one director.

Is the CFO's or company secretary's signature mandatory on financial statements?

Yes, if the company has appointed one. Section 134(1) says "wherever they are appointed", so it turns on whether the person holds the post, including where the appointment was voluntary. A reported ROC Delhi order of November 2025 penalised a company for a missing company secretary's signature.

Must the audit report have the same date as the Board's approval of the accounts?

No. SA 700 (Revised) and SA 560 say it cannot be earlier than the date of approval. It can be later, but the subsequent events procedures must then run up to, or as near as practicable to, the later report date, and the representation letter must follow it.

What is the time limit for generating UDIN for an audit report?

60 days from the date of signing, with both the signing date and the generation date counted (ICAI). So a report signed on 3 September has a last day of 1 November. If a regulator or stakeholder needs it sooner, it must be given sooner. It cannot be generated in advance.

What details must the auditor give below the signature on an audit report?

SA 700 (Revised) requires the partner's signature in his personal name and in the firm's name, membership number, firm registration number where allotted, place of signature and date. ICAI's UDIN is added to it. Section 145 itself only requires signature in line with s.141(2).

What is the penalty for not signing financial statements as per section 134(1)?

Under section 134(8), ₹3,00,000 for the company and ₹50,000 for every officer in default. Section 446B limits this to not more than half, with caps, for a One Person Company, small company, start-up company or producer company.

Sources

From the trial balance to the draft statements

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About this guide. Written by the SignReady Team at PracticeGuru (Brainy Accountant Solutions Pvt Ltd). SignReady is our product and is mentioned where it fits. The guide reflects the law and standards as at 31 October 2026 and the sources listed above. It is general information, not professional advice: check the primary sources and apply your own professional judgement to each engagement.
Version history: 2 Nov 2026 — first published.