Resolution

This query is : Resolved

Nidha (Querist)
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09 January 2013 Dear All

Kindly guide me that Resolution to authorize director to file returns with ROC is required to file annual accounts and annual return, My question is that In case annual accounts for year ending 31.03.09,31.03.10 are filed in say 2013, whether resolution authorizing director to file annual returns and accounts should be passed in current date or previous year dates Say 09,10...

V K Bajaj

V K Bajaj (Expert)
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10 January 2013 You can pass RESOLUTION in previous year by clearly mentioning that he is authorized to e-file for coming years also till his tenure.

But in my opinion and based on experience no such resolution is required.

Nidha

Nidha (Querist)
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10 January 2013
Mr VK Bajaj,

Even in my opinion it should be passed in previous year,MAINLY WHILE UPLOADING FORM 23AC IT ASKS FOR RESOLUTION NUMBER AND DATE AUTHORIZED BY BOARD OF DIRECTORS TO SIGN AND SUBMIT THE FORM,

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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21 July 2025 Got it! Here’s a summary and some guidance on this resolution for authorizing a director to file ROC returns (annual accounts and annual return):

1. Is Board Resolution Required?
Practically, yes. Most companies pass a board resolution authorizing a director or company secretary to sign and file statutory forms like Form 23AC (Annual Accounts), Form 23ACA (Balance Sheet), Form 23ACAA, and Annual Return (MGT-7).

This is a compliance best practice and many e-filing systems ask for the resolution number and date as proof.

2. Timing of the Resolution
If you are filing late annual accounts or returns for previous financial years (like FY 09 or 10 in 2013), the question arises whether the resolution date should be in the past or current year.

Common practice:

Pass the resolution dated at the current date, authorizing the filing of pending past year returns/accounts.

The resolution text should clearly state that the director is authorized to file and sign all pending statutory documents for past years and for current/future filings till his tenure.

Alternative:

You may pass retrospective resolutions dated for the relevant past year(s), but this is usually impractical and could raise questions of authenticity.

3. Practical Suggestion
Pass a fresh board resolution (current date) authorizing the director to file all pending and future ROC returns/accounts.

Mention clearly the scope and years for which the authorization applies.

Attach this resolution while filing e-forms to satisfy ROC requirements.

4. Sample Resolution Wording
“Resolved that Mr. XYZ, Director of the company, be and is hereby authorized to sign and file the annual accounts, annual return, and other related documents with the Registrar of Companies for the financial years ended FY09, FY10 and subsequent years till the expiry of his tenure.”

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