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date of board report

Max Payne (employed) (2569 Points)

12 October 2010

Hi friends,

Can the Director's report, which is circulated to members, be signed off by the BoD on a date after the auditor has signed the financials and his report?

I am not aware of restriction in this regard (That all the dates should coincide)

Regards

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16 Replies

Ajay Mishra (Company Secretary) (74332 Points)
Replied 12 October 2010

Dear Friend

The Director Report is the part of Annual Report, and it should be signed as per section 215 of the Companies Act, 1956.

Section 215 provides that the Directors' Report shall be signed by Chairman, if so authorised by Board or by two Directors, one of whome should be MD, if there is one.

I will suggest to sign the Directors' Report on the same date as on signed by the auditors and as on the date of BM at which these are authorised to sign.

Regards

1 Like

CA AYUSH AGRAWAL (Kolkata-Pune-Mumbai) (26986 Points)
Replied 12 October 2010

YES, SECTION 315 RULE THIS.

GENERALLY IN BOD REPORT SIGNED ON AUDIT REPORT SAME DATE ONLY.

FOLLOW THIS ONLY.

AGREE WITH MR. AJAY MISHRA

1 Like

Sowmya.N (article assistant) (42 Points)
Replied 12 October 2010

Directors report needn be signed on the same date. It can preceed the auditors report signing date,

1 Like

NIRALI SOLANKI (JOINT MANAGER LEGAL & SECRETARIAL) (87 Points)
Replied 12 October 2010

Dear Friend,

As per Section 217 of the Companies Act, 1956 the Board's Report should contain necessary clause giving explanations to the qualifications in the Audit Report. In lieu of this the board's report can be signed after the audiot report is signed.

Moreover, Acc. to Section 215 the annual accounts must be first signed by the Directors and then by the Auditors.

But practically the board's report is signed on the same day of signing annual accounts and audit report by the auditor.

2 Like

Max Payne (employed) (2569 Points)
Replied 12 October 2010

Originally posted by : NIRALI SOLANKI
	Dear Friend, As per Section 217 of the Companies Act, 1956 the Board's Report should contain necessary clause giving explanations to the qualifications in the Audit Report. In lieu of this the board's report can be signed after the audiot report is signed. Moreover, Acc. to Section 215 the annual accounts must be first signed by the Directors and then by the Auditors. But practically the board's report is signed on the same day of signing annual accounts and audit report by the auditor.

Sir,

so its possible that the board may take a day to review the auditor's qualifications, and give their clarification in the director's report, which they will sign off next day?

OR IS IT THAT

Auditor's report is the last document which is being signed off, after directors' report? I thought sign off was in this order:

1. Board gives the approved financials signed off by them for auditor to review

2. auditor gives his approval + audit report

3. board signs off the directors report.

Please tell me what the correct order is for sign off process.....

P.s. still sec 215 is silent regarding the date of director's report....? it only says who should sign the same etc....

Mitali Agarwal (Company Secretary) (638 Points)
Replied 12 October 2010

Yes, you are right.

Since Director's report contains disqualifications, if any, in the Auditor's report so can be signed after the date of signing of Auditor's report.

But the date of signing board report can not be later than the date of board meeting in which annual accounts are approved and notice of AGM sent to members as board's report is attached to the notice.

Mitali Agarwal (Company Secretary) (638 Points)
Replied 12 October 2010

That is the reason why Director's Report is generally signed on the date of signing of annual accounts and date of auditor's report.

1 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 12 October 2010

Hi,

For removal of all your doubts kindly appreciate:

Yes,

Director's report, which is circulated to members, can be signed off by the BoD on a date before or after the auditor has signed the financials and his report bcoz directors’ report has no direct connection with auditors’ report. But there is one exception to this which is rightly explained by member Nirali.

Exception

Situation where Board report should be signed after the signing of auditors’ report

As per Section 217 of the Companies Act, 1956 the Board's Report should contain necessary clause giving explanations to the qualifications in the Audit Report. So if the auditors’ report contains any qualification from auditor then signing of directors’ report shall be after the auditors’ report explaining the qualifications in the Audit Report.

Conclusion

Board report can be signed before or after the signing of auditors’ report. But there is one exception where Board report should be signed after auditors’ report.

Sorry but reply of Mr. Mishra is a bit out of context and not to the point. On the other hand the reply of member Nirali is quite sound.

Kindly revert if there is any doubt.

5 Like

Max Payne (employed) (2569 Points)
Replied 12 October 2010

Thanks friends for your valuable views.....

NIRALI SOLANKI (JOINT MANAGER LEGAL & SECRETARIAL) (87 Points)
Replied 13 October 2010

Dear Ankur Sir,

Thank You

Bishakha (Management Trainee) (23 Points)
Replied 11 August 2011

I have a query on the point that the DR can be signed before the Auditor' s report . In the DR we are required to reply to the qualifications or adverse comments of the Auditor's report.

Unless we have the auditor's report how can we know whether there are any adverse comments or not and consequently how can the DR be prepared ?

shikha gupta (Accountrs Executive) (26 Points)
Replied 18 August 2011

Can a director resigning on last date of previous finan.yr i.e. on 31st march is eligible to sign on Balance sheet of that previous year??? Pls reply asap along with repective section.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 19 August 2011

Directors' Report can be signed on or after the date of Board Meeting where the accounts were approved but not before.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 19 August 2011

Dear Sikha,

No he cannot sign on the Balance Sheet. Because he would not be the director on the date of Board Meeting when the accounts will be approved.

The date of Board Meeting on which the accoutns are to be approved is put on balance sheet and the composition of board as on that date is revieved for signing purposes.