Board Resolution for Approval of Financial Statements — Format 2026
CERTIFIED TRUE COPY OF THE RESOLUTIONS PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF {{company_name}} HELD ON {{meeting_date}} AT {{meeting_place}}
CIN: {{cin}}
Registered Office: {{registered_office}}
1. APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED {{financial_year_end}}
The draft financial statements of the company for the financial year ended {{financial_year_end}} — comprising the Balance Sheet as at that date, the Statement of Profit and Loss, the Cash Flow Statement [delete for a One Person Company, small company, dormant company or private company that is a start-up, which need not prepare one], the Statement of Changes in Equity, if applicable, and the notes forming part thereof — were placed before the Board. After discussion, the following resolution was passed:
"RESOLVED THAT pursuant to Sections 134(1) and 179(3)(g) of the Companies Act, 2013, the financial statements of the company for the financial year ended {{financial_year_end}}, comprising the Balance Sheet as at that date, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and the notes thereto [and the consolidated financial statements for the said year], as placed before the Board, be and are hereby approved.
RESOLVED FURTHER THAT {{signing_director_1}} and {{signing_director_2}}, directors of the company [or: '____________, Chairperson of the company'], together with the Chief Executive Officer, the Chief Financial Officer and the Company Secretary of the company, wherever appointed, be and are hereby authorised to sign the said financial statements on behalf of the Board, and that the financial statements so signed be submitted to M/s {{auditor_firm_name}}, Chartered Accountants, the Statutory Auditors of the company, for their report thereon."
2. AUDITORS' REPORT
The report of the Statutory Auditors on the financial statements for the financial year ended {{financial_year_end}} was placed before the Board and noted. The Board noted that the report contains no qualification, reservation, adverse remark or disclaimer [or: 'contains the following qualifications / observations: ____________, and the Board's explanation thereon is included in the Board's report as required by Section 134(3)(f)'].
3. APPROVAL OF THE BOARD'S REPORT
"RESOLVED THAT pursuant to Sections 134(3) and 179(3)(g) of the Companies Act, 2013 read with Rule 8 [One Person Company or small company: Rule 8A] of the Companies (Accounts) Rules, 2014, the draft report of the Board of Directors for the financial year ended {{financial_year_end}}, together with its annexures and the Directors' Responsibility Statement under Section 134(5), as placed before the Board, be and is hereby approved, and that {{signing_director_1}} and {{signing_director_2}}, directors of the company [or: '____________, Chairperson of the company'], be and are hereby authorised to sign the same on behalf of the Board."
4. ANNUAL GENERAL MEETING AND FILINGS
"RESOLVED THAT the ____________ Annual General Meeting of the company be convened on ____________ at ____________ at ____________ [time and venue] to transact the business set out in the draft notice placed before the Board, which is hereby approved, and that {{chairman_name}} be authorised to issue the notice to the members, directors and auditors, together with the financial statements, the Auditors' Report and the Board's report.
RESOLVED FURTHER THAT any director or the company secretary of the company be and is hereby authorised to file the financial statements in Form AOC-4 within thirty days of the Annual General Meeting and the annual return with the Registrar of Companies, and to do all such acts, deeds and things as may be necessary in this regard."
WHO SIGNS WHAT
| Document | Signed by | Provision |
|---|
| Financial statements (standalone and consolidated) | The chairperson where authorised by the Board, OR two directors of whom one is the managing director, if any; AND the CEO, the CFO and the company secretary, wherever they are appointed | Section 134(1) |
| Financial statements — One Person Company | One director | Section 134(1) |
| Board's report and annexures | The chairperson if authorised by the Board; otherwise at least two directors, one of whom is a managing director; or the director where there is only one | Section 134(6) |
| Auditors' report | The statutory auditor, on the financial statements already approved and signed by the Board | Sections 134(2) and 143 |
- Sequence and dates: the Board approves and signs first, the auditor signs after. The date of the Board approval cannot be later than the date of the audit report, and the Board's report — which must answer every audit qualification — cannot be dated earlier than the audit report. Where everything is signed on one day, the minutes should still show this order.
- This business cannot be passed by circulation: approval of the financial statements and the Board's report is reserved to a Board meeting by Section 179(3)(g). Directors may attend by video conferencing — the rule that barred approval of accounts through video conferencing (Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014) was omitted with effect from 15 June 2021.
- Filing of this resolution: a public company files it in Form MGT-14 within thirty days (Section 117(3)(g)); a private company is exempt from that clause.
- A signed copy of the financial statements must go out with the notes, the Auditors' Report and the Board's report whenever it is issued, circulated or published — Section 134(7).
Certified that the above is a true copy of the resolution passed at the meeting of the Board of Directors of the company held on {{meeting_date}}, that the same has been duly recorded in the minutes book of the company, and that the said resolution is in force and has not been rescinded or modified as on date.
By order of the Board
For {{company_name}}
_______________________________
{{chairman_name}}
Director / Company Secretary
DIN / Membership No.: ____________
Place: __________________
Date: ____________
