25 April 2009
I have a case regarding ROC Return in which one director is available to sign the Balance Sheet and Annual Return
In a private limited company there are 2 directors one of them is outside india for more than 8 months. Can that company hold the board meeting and can file its annual return with ROC after having sign of one director.
Please suggest me what should i do and also suggest me the relevent section regarding this..
215. Authentication of balance sheet and profit and loss account
(1) Save as provided by sub-section (2), every balance sheet and every profit and loss account of a company shall be signed on behalf of the Board of directors-
(i) in the case of banking company, by the persons specified in clause (a) or clause (b), as the case may be, of sub-section (2) of section 29 of the Banking Companies Act, 1949 (10 of 1949);
(ii) in the case of any other company, by its 1[* * *] manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one.
(2) In the case of a company not being a banking company, when only one of its directors is for the time being in India, the balance sheet and the profit and loss account shall be signed by such director; but in such a case there shall be attached to the balance sheet and the profit and loss account a statement signed by him explaining the reason for non-compliance with the provisions of sub-section (1).
(3) The balance sheet and the profit and loss account shall be approved by the Board of directors before they are signed on behalf of the Board in accordance with the provisions of this section and before they are submitted to the auditors for their report thereon.
25 April 2009
A company cannot run by one director.
Therefore in your case you should have appointed a alternate director on behalf of the person who is going out of india and on returnin of the original direcotor the alternate director will regsign automatically.
Now you have to appoint altrenate diretor stating that he has been appointed on the day of leaving the country by the orignal director and file form 32.
Then the balance sheet should be adopted and file the annual returns.The exisiting director alongwith alternate director can sign the balance sheet.
CAclubindia
