Signing of annual report
Guest
(Querist) 12 November 2012
This query is : Resolved
A Pvt.Ltd Company does not have its Chairman of the Company. Each Board
Meeting, its Board of Directors are appointing Chairman for that particular meeting only.
Can the Annual Report of that Company for 2011-12 be signed by the Chairman of the Board Meeting at which it was approved, if so authorised by its Board?
Hemant Agarwal
(Expert) 12 November 2012
1. Only a designated Chairman can sign the Annual Report and in his absence the Mg.Director of the company, who is typically the first promoter director.
2. A person who chairs the Board meeting, is only the Chair-Person for that specific meeting only AND such person may be an non-executive or a nominee director AND not necessarily the designated Chairman or the MD.
Keep Smiling .... Hemant Agarwal
Sailesh Kumar Shah
(Expert) 12 November 2012
Can the Annual Report of that Company for 2011-12 be signed by the Chairman of the Board Meeting at which it was approved, if so authorised by its Board?
Answer: No.
Annual return shall be signed by:-
a director and by the manager or secretary of the company, or where there is no manager or secretary by two directors of the company, one of whom shall be the managing director where there is one.
Guest
(Querist) 15 November 2012
It has been clarified in the Ramaiya's Guide to The Companies Act, 1956 as under:
The Chairman elected by the directors to function as such at all meetings of the Board or the Chairman elected for a meeting,as the case may be would be the Chairman referred to in sub-section(4) of section 217,who may sign the Board's Report,if so authorised by the Board.
However, where the Articles provide for appointment of a Chairman and/or directors have elected a Chairman to function,as such,at all meetings of the directors, a director chosen to take the chair at particular meeting of the directors cannot be regarded as 'Chairman of the Board' and the signing of the Directors' Report by such person describing himself as Chairman is not sufficient for the purpose of this section,even though the Board may have authorised him to do so.[Reference Page 2296 in PartVI-Management & Administration.]
Sailesh Kumar Shah
(Expert) 16 November 2012
Dear Mr.Maitra
If your question relating to "Annual Return" then answer given by me is right and section 217(4) is not applicable.
and
in case, if you are asking about balance sheet and profit and loss account, then your information is right.
Guest
(Querist) 16 November 2012
Dear Mr.Shailesh Kr. Shah
My question was related to signing of Annual Report and not Annual Return.
A.K.Maitra
Sailesh Kumar Shah
(Expert) 16 November 2012
ok.............. Mr. Maitra
Actually there is nowhere mentioned term "Annual Report" in Section 215 to 217 of the Companies Act.
Hemant Agarwal
(Expert) 16 November 2012
1. Board Report pertains to the specific meeting of the Board of Directors and the person who Chairs the meeting, is obiviously the person who would be signing the Board Report (Minutes of the Board meeting). This may happen when the designated Chairman is absent and another person is appointed to Chair the BOD meeting.
2. A one time Board meeting and Board Report is not equal to Annual Report (which is for the complete fiscal). IF the designated Chairman ceases to exist, THEN the Annual Report may be signed by the MD.
re-posted once again (as above)
1. Only a designated Chairman can sign the Annual Report and in his absence the Mg.Director of the company, who is typically the first promoter director.
2. A person who chairs the Board meeting, is only the Chair-Person for that specific meeting only AND such person may be an non-executive or a nominee director AND not necessarily the designated Chairman or the MD.
Keep Smiling .... Hemant Agarwal
