12 November 2012
A Pvt.Ltd Company does not have its Chairman of the Company. Each Board Meeting, its Board of Directors are appointing Chairman for that particular meeting only.
Can the Annual Report of that Company for 2011-12 be signed by the Chairman of the Board Meeting at which it was approved, if so authorised by its Board?
15 November 2012
It has been clarified in the Ramaiya's Guide to The Companies Act, 1956 as under: The Chairman elected by the directors to function as such at all meetings of the Board or the Chairman elected for a meeting,as the case may be would be the Chairman referred to in sub-section(4) of section 217,who may sign the Board's Report,if so authorised by the Board. However, where the Articles provide for appointment of a Chairman and/or directors have elected a Chairman to function,as such,at all meetings of the directors, a director chosen to take the chair at particular meeting of the directors cannot be regarded as 'Chairman of the Board' and the signing of the Directors' Report by such person describing himself as Chairman is not sufficient for the purpose of this section,even though the Board may have authorised him to do so.[Reference Page 2296 in PartVI-Management & Administration.]
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