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ROC Annual filing

Kumar (1) (58 Points)

21 February 2011

Hi ,

Can any one please tell me whether a practicing CA who is also a director in one of the pvt ltd company can affix his signature for certifying the ROC forms (Annual filing 20B, 23AC, etc) of the same company in which he is a director ?

Thanks in advance

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6 Replies

Mohammed (CS, Mcom, LLB) (852 Points)
Replied 21 February 2011

Dear Sugnan,

If the CA has signed the directors report and he is not the statutory auditor of the company, then there is no problem certifying the ROC forms..

Experts views are solicited on the same...

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Shridhi Jain (Company Secretary) (1678 Points)
Replied 22 February 2011

The CA can put his singature on form in the capacity of director only but where there is question of pasting sign on the column of Practicing CA/CS/ICWA, he can not put his signatures though he is practicing CA..

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 22 February 2011

There are 2 digital signatures are required in E form. First one is for signature of Director / manager / secretary. Second one is practicing professional for certifying the form.

That CA can sign the form being the director of the company, whether he has signed on the Director Report or not.

He cannot certify the form, because he is a director of the company.

Kumar (1) (58 Points)
Replied 22 February 2011

Thank u all for ur replies......

Can u please tell me which section i have to refer for your answers.

mazhar (``) (40 Points)
Replied 22 February 2011

Hi Sugnan,

According to Section 226 of Companies Act of 1956

None of the following persons shall be qualified for appointment as auditor of a company-

(a) a body corporate;

(b) an officer or employee of the company;

(d) a person who is indebted to the company for an amount exceeding one thousand rupees, or who, has given any guarantee or provided any security in connection with the indebtedness of any third person to the company for an amount exceeding one thousand rupees;

(e) a person who is a director or member of a private company, or a partner of a firm, which is the managing agent or the secretaries and treasurers of the company;

(f) a person who is a director or the holder of shares exceeding five per cent. in nominal value of the subscribed

As in this case auditor is the director of the company, He is disqualified to be the auditor of the company. Hence he cannot sign the ROC return forms.

Hope your query is resolved.

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Kumar (1) (58 Points)
Replied 22 February 2011

Hi Mazhar,

Thanks for the information, but he is not the statutory auditor of the company, he just wants to certify only ROC forms in which the balance sheet, p&l have been audited & signed by some other auditor.

For your information he holds only 0.90% shares.