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Signing of returns

pawan (student) (24 Points)

03 December 2009

I would request for views on my following query.

Mr.A and Mr.B were only directors of pvt ltd co on 25.09.2008 on date of AGM. However subsequently they resigned but annual returns for that year was not filed.

Mr.C and Mr.D joined the company as directors on 10.05.2009.

Now if i want to file annual return for last year , would sign them? Its not possible to get A or B's signatures now.

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4 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 03 December 2009

Hi,

No problem at all. You are filing the AR for last year but date of filing is current date. you may file your AR with the signature of new directors in the current date.

New directors can sigh the AR physically and can also sign form-20B digitally.

However this is my personal opinion. Other views solicited.

Regards

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sreedevi (Trainee) (118 Points)
Replied 03 December 2009

Hi,

As per my view, you should get the signature from old directors only. Bacause, at the time of AGM , they are directors of the company.

karn (trainee) (172 Points)
Replied 04 December 2009

hi,

i say that in such a case the b/s and other documents are signed on the date of AGM so i think tha directors on the date of AGM shall sign the documents. but still in case the directors retire and late filing is to be done logically seems incorrect to get it signed by new directors or u should postpone the AGM date....till the appointment of new directors ... other views are requested..

regards...

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 04 December 2009

Dear Friends,

It seems that the Balance sheet has already been signed by the old directors since the old directors have resigned on 25/09/2008 on the date of AGM.

In my opinion, the Annual Return should be signed by the NEW DIRECTORS. Because on the date of filing of Annual Return they were the directors of the Company.

Old directors in no case shall sign on the annual return.

Now when we file form 20B the practical problems would arise such as Details of directors and Details of directors who ceased to be associated with the company since last AGM.

If Company is going to file Annual Return after May, 2009 then Annual Return should be filed after filing form 32.

Details of Directors as on the date of AGM should include the details of Old Directors.

And the details of the directors who ceased to be associated with the company should also includes the details of Old Directors.

Because Details of the directors are required to be given as on the date of AGM( If AGM held) or the latest due date thereof but the details of directors who ceased to be associated with the company since the date of last AGM does not required to be given upto that date.

Form 20B is to be signed by the New Director.

Optional Attachment may includes the list of Directors of the company as on the date of filing of Annual Return and the particulars of Directors who signed the Annual Return and the date of signing thereof.