query regarding signing of balance sheet by directors

[naresh kumar]

Dear friends,

I have a technical query that in a pvt. co. in India there are only two directors one in India and second in outside India, company has to sign balance sheet for 2010 and Foreign director can not come India and Indian director can not go outside India for such board meeting.

 

What date we should take for signing of balance sheet by directors ? Because both the directors are not available at the same place in same time and important thing is that sufficient quorum is not there for board meeting and for board meeting there is no any provision of proxy also.

plz give your valuable suggestions!!!!!!!!!!!!!!
--
--Thanks & Regards--

Naresh Kumar
ACS, LL.B.

MOBILE- 9910683177, 9990892282

[VIKAS GUPTA]

Sir,

Please tell how do you conduct other board meeting other than board meeitng of signing balance sheet having single director in your company as the foreign director cannot come to india as you have said...

 

--
Find eNewsletters of ICSI Mysore at: http://www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspx AND www.esnips.com/web/icsimysore
 
You received this message as you are subscriber. To unsubscribe email to: csmysore-u...@googlegroups.com

--
THANKYOU
CS VIKAS GUPTA
Company Secretary
Shree Krishna Paper Mills & Industries Ltd.
vikas...@skpmil.com
9953620278

[esha sharma]

hey friend

I think you can go for section 289 Resolution passed by circulation in your case that will be confirmed at the time when both directors meet in the next coming board meeting.

Others member views solicited

--

Find eNewsletters of ICSI Mysore at: http://www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspx AND www.esnips.com/web/icsimysore
 
You received this message as you are subscriber. To unsubscribe email to: csmysore-u...@googlegroups.com

--
Thanx & Regards

ACS Esha Sharma

[esha sharma]

hey Frnd

I would like to quote this discussion here for yur help.

http://www.feeleminds.com/forum/resolution-by-circulation-to-a-foreign-director-t8317s950.html

[R V SECKAR]

Hello,

Appoint a alternate director and an alternate director can sign the balance sheet.

R.V.Seckar

[Vivek Aggarwal]

Dear Naresh

Balance Sheet can also be signed by circulation, Board meeting is not necessary. The date of signing should be takne on which it gets signed by both the Directors.

Regards
CS Vivek Aggarwal

---

From: naresh kumar <upret...@gmail.com>
To: csmy...@googlegroups.com
Sent: Fri, 10 September, 2010 4:09:43 PM
Subject: [CSMysore] query regarding signing of balance sheet by directors

[CS Manish Dixit]

Dear Naresh,

Following are te provisions regarding signing of Balance sheet and profit and loss A/C in case one director is outside India. 

215. Authentication of balance sheet and profit and loss account

(1) Save as provided by sub-section (2), every balance sheet and every profit and loss account of a company shall be signed on behalf of the Board of directors-

(i) in the case of banking company, by the persons specified in clause (a) or clause (b), as the case may be, of sub-section (2) of section 29 of the Banking Companies Act, 1949 (10 of 1949);

(ii) in the case of any other company, by its ¹[* * *] manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one.

(2) In the case of a company not being a banking company, when only one of its directors is for the time being in India, the balance sheet and the profit and loss account shall be signed by such director; but in such a case there shall be attached to the balance sheet and the profit and loss account a statement signed by him explaining the reason for non-compliance with the provisions of sub-section .

(3) The balance sheet and the profit and loss account shall be approved by the Board of directors before they are signed on behalf of the Board in accordance with the provisions of this section and before they are submitted to the auditors for their report thereon.

         

Frm the abovementioned provisions it is clear that one director in India can sign the B/S 

and P/L Account.

 

   With due respect to all members I request that before giving ur opinion on legal matters pls study the relevant provisions of the Act.Being a legal profesional we should not guess about legal provisions. 

 

 

 

      

Thanks & Regards
Manish Kumar Dixit
Mob.- +919718396258
           +919716771265

Email: csmanis...@gmail.com

[R V SECKAR]

Dear Mr.Dixit,

Thanks for reproducing the section 215 and pointing out some important points to the issue.

Even if a single director in India signs the B/S and P&L account and makes a statement in this regard as per requirement of section 215 (2) , section 215 (3) requires even before signing B/S and P& L account , the same has to be approved by the Board.

Section 287(2)  stipulates that the quorum for a meeting of the Board of directors of a company shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one), or two directors, whichever is higher : ( minimum and articles may prescribe more) .

With only one director in India , a valid board meeting cannot be convened under section 287(2) of the Companies Act 1956.  Hence , it is suggested an alternate director has to be appointed and this will take care of the requirement of section 287(2) of the Companies Act .
A valid board meeting can be convened with the alternate director and B/S and P&L can be ratified in such meeting .Then , B/S and P&L  can be signed by a single director as stated in the section 215 or two directors can sign ( including the alternate director) the same.

This could be the possible solution to the issue.

Other views on the subject is also solicited.

R.V.Seckar

[Vivek Aggarwal]

Dear Manish

You raised a good point & also gave a very good reply to the query.

Regards
CS Vivek Aggarwal

---

From: CS Manish Dixit <csmanis...@gmail.com>
To: csmy...@googlegroups.com
Sent: Sat, 11 September, 2010 7:42:36 PM
Subject: Re: [CSMysore] query regarding signing of balance sheet by directors

[yoganand l]

u can get it signed in India first, date it

then, send a scanned copy to the director in the other country

 

u can as well use two dates in the balance sheet

there is no bar on the same.

 

however, auditor has to sign only after both the directors sign

 

regards,

yogan.

 

 

On Fri, Sep 10, 2010 at 4:09 PM, naresh kumar <upret...@gmail.com> wrote:

--

[naresh kumar]

thanx to all for your valuable suggestions....