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Where there is one director

31 January 2022

How to hold AGM and file annual financial statements where only one director is available and no other director is appointed before due date of AGM in a private limited company? what is the procedure? whether we can file provisional financial statements?

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6 Replies

Chirag (Professional) (1979 Points)
Replied 31 January 2022

Not having a director will not invalidate the proceedings of meeting ,unless otherwise contrary prescribed in AOA of company ,you can increase no of director in AGM itself..Quorum of member is mandatory in AGM , which is Min.2 for pvt company..

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Eswar Reddy S (CFO- at NHTF) (58270 Points)
Replied 31 January 2022

@ Salini,

Try video conferencing or other audio visual means .. Practically it doesn't matter wherever he is.We use digital signature for signing PDF financial statements and just other director consent is required.

Provisional financial statements is completely different concept..

If there are two directors & only one is available then just take the consent through email .

If there is only one director & if it is newly formed pvt ltd then you have the option of 18 months period to file financial statements .So you can appoint another director..

If there are two directors & one is not available even through email then appoint another director for name sake & start the filing of annual accounts

salini singhi (29 Points)
Replied 31 January 2022

The other director is refusing to sign the Financial Statement. And the director who is supposed to be appointed doesn't have Din currently. So back dated appointment also not possible.

Tanuj Chandra Saxenaa (Company Secretary) (7075 Points)
Replied 31 January 2022

No audited financial statements must be filed by one director in case of private limited company it must be signed by 2 directors.. in case u need any assistance inbox me

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Eswar Reddy S (CFO- at NHTF) (58270 Points)
Replied 01 February 2022

@ Salini,

Inform him about penal provisions & imprisonment for non filing of annual accounts.He may sign it

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salini singhi (29 Points)
Replied 01 February 2022

@ Tanuj
According to the act The Audited Financial Statement can also be signed by the Chairman authorized by the Board. So what if one Director is the Chairman and he is authorized via resolution to sign the AFS.