RoMan (Assistant Clerk) (39 Points)
03 September 2010A Private Limited Company had two directors as at the Balance Sheet Date of the Audited Period. Before the Audit Opinion was issued one of the directors resigned and no other director has been appointed till date. What could be the impact on Audit Report / Notes of this event??
Payal Jain
(CS)
(152 Points)
Replied 03 September 2010
U can't file resignation of that director into the ROC until n unless u appoint a new Director on that date or the previous date, whether it is additional or regular Director.
A company can't run without the minimum of 2 Directors.
U have to appoint a new Director w.e.f previous date.
Regards,
Payal
RoMan
(Assistant Clerk)
(39 Points)
Replied 03 September 2010
Statute references would be highly appreciated....!! and the time limit too..
Ajay Mishra
(Company Secretary)
(74337 Points)
Replied 03 September 2010
Dear Friend
First of all you appoint one another director inaccordence with the provisions of Article 75 of Table A of Scheduled I of Companies Act, 1956. For a private company the minimum director should be 2 or more than 2 for quorum.
You can appoint such director before signing of Auditor Report and Balance Sheet. It can be done after the financial year for which the Annual Report is signed by Board.
Regards
CS Ajay Mishra
Neha Gupta
(PCS)
(377 Points)
Replied 03 September 2010
Agreed with view of all learned members....
You have to appoint some one as additional Director in B.M. or regular Director in EGM before resigning the old Director because minimum 2 Directors should be there to run a Pvt. Ltd. Company under Companies act. 1956
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 04 September 2010
First of all, any back dating should not be recommended, except in case of urgency, the appointment of additional director can be made after the resignation by even the single director only to complete the quorum, then after he may be regularised or other directors may be appointed in the Board.
vivek
(CS)
(751 Points)
Replied 04 September 2010
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 04 September 2010
Agree with Mr. Vivek, there would no disclosure regarding the same in the Auditors' Report because ot the period of audit report.
CourseCart.in
(Mentor at SHAYVIDZ Academy)
(3756 Points)
Replied 07 September 2010
Dear All,
Appointment of another director is necessary before resignation.
Because no board meeting can be held due to lack of quorum.
If no board meeting is possible, then approval of annual account in board meeting is impossible.
Thus, the matter of Audit Report doesn't arise as the approved annual accounts is not received from board.
Further, if resignation is made before appointment of new director, then Sec 186 is the only option..
Priya Sharma
(Company Secretary & Student.MBA)
(998 Points)
Replied 08 September 2010
I agree with all the learned members
First you can appoint a person as alternate director or regular director,however the date of appointment of the alternate director/regular director should be prior to the date of the balance sheet signing or the auditors comments.
Then you can regularise the alternate director at the ensuing AGM.
Regards
Priya
CourseCart.in
(Mentor at SHAYVIDZ Academy)
(3756 Points)
Replied 08 September 2010
RoMan...
If u hv still any doubt then u can revert me with ur query..
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