Director's report - signing of accounts

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

10 October 2013 Dear Experts

As per section 215 of the Companies Act, 1956, Balance Sheet and Profit and loss account shall be signed by minimum 2 director s and the manager/secretary of the company.

In case of a Private Company, where the paid up capital ia above Rs.5 crores and there is no Company Secretary appointed for the Company, Can only the Director's sign the same.

Also if we are enclosing Cash Flow statement as well, is it ok if only two director;s sign the same.

If not, can you confirm if we need to enclose a statement explaining the reason for non compliance with Section 215 (1).

I am preparing minutes for the board meeting convened before the AGM and I need to incorporate minutes for approval of cash flow statement and balance sheet and profit & loss account.

Thanking you in advance

Ankur Garg

Ankur Garg (Expert)
Follow

11 October 2013 If there is no CS in the company, 2 directors can definitely sign the balance sheet.

Revert if there is any doubt.

Querist : Anonymous

Querist : Anonymous (Querist)

11 October 2013 Thank you for your reply Sir.

As far as I can understand, Section 215(1)(ii) says that if the company has appointed a manager or secretary then he may sign the financial statement but two Directors must necessarily sign and approve the same subject to the condition mentioned in subsection 2 of Section 215 irrespective of the fact that the Company has appointed a manager/secretary or not. Please confirm if my understanding is correct.

Thanks

Upgrade to CAclubindia Pro. Subscribe Now!

Aalok Chhaperwal

Aalok Chhaperwal (Expert)
Follow

11 October 2013 If the Company have CS or manager, then balance sheet and P & L is to be signed by three persons, manager/secretary and two directors.
But if only one director is available to sign, then one director signature is sufficient as per sub section 2, but company has require to attach an explanation for non compliance of two directors signing provision, and such explanation is signed by the director available.

Ankur Garg

Ankur Garg (Expert)
Follow

12 October 2013 Yes

Signing of Balance Sheet by 2 Directors is must. There is no doubt.

Online classes for CA CS CMA