Board Meeting Authorisation to sign Annual Return

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Ankur Garg

Company Secretary and Compliance Officer

114783 Points Joined January 2009

This is to share with you all:

Kindly appreciate As Balance Sheet & Profit & Loss are required to be signed in accordance with Section-215. In the board meeting which approve the balance sheet and profit & loss account we authorise directors to sign the BS & PL A/c as desired by section 215 and record the same in board minutes.

Question: Do we also need to authorise the signatories of Annual Return as required by section 161(1) through board resolution??. If Yes, what would be the date of board meeting to make such authorisation.

Since annual return contain the info as on the date of AGM. If we authorise someone to sign AR in the board meeting which approve the BS & PL A/c (Advance authorisation), then what would be your reaction.

OR since annual return is in the nature of a return only it does not require specific authorisation to sign like BS & PL A/c.

Please share your views….

Replies (4)

Gargi Ranade

619 Points Joined January 2009

Please correct me if I am wrong, According to my knowledge Section 161 itself mentions that it shall be signed both by directors and by the Manager or secretary hence it can be signed by any of the Director without passing any resolution. You can say that as express authority to sign Annual return is mentioned in law it self hence there is no need to pass any separate resolution in this regard

Ankur Garg

Company Secretary and Compliance Officer

114783 Points Joined January 2009

First of all, i must appreciate ur reply. Yes you r right. As per my knowledge also ur interpretation of section 161 is correct. But that's exactly my point same interpretation is also applicable to section 215. isn't it. Then why we pass specific resolution u/s 215. Is it anywhere specifically mention in law to pass resolution in BM to auth dir to sign BS & PL A/c. Let discuss...

Gargi Ranade

619 Points Joined January 2009

Actully you have raised valid querry, I think we pass certain resolutions as custom without scrutinising logic behind the same but as per my perception there is slight wording difference in these sections B/s and P&L is signed by Directors on behalf of Board of Directors, whereas section 161 itself give authority to any director for signing the AR ;

This was the only difference I found though meaning of both "on behalf /and any directopr "does not make any diffrenece in the responsibility he takes at the time of signing the B/s or AR this is the only slight wording difference which must be the reason behind authorising specificaly Directors for signing the same