Signing of financial statements under companies act 2013

CA Vivek Kasat (Querist) 29 May 2020 This query is : Open
This question dates back to the year 2015.

A PVT ltd company has 3 directors of which 2 are staying outside of India (non resident) at one place and 1 is staying in India. It has also appointed a full time Company Secretary.

On 25th September 2015, Company realised that Financials are to be signed and none of the non-resident directors could travel to India and vice-versa.

So, what various options are available to comply with the provisions of section 134 related to signing of Financial Statements by the Company? Also plz give a very practical view i.e. where back dated paper work can also be prepared on this 25th September 2015.

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This discussion addresses the challenge of signing financial statements for a private limited company when directors are located outside India. It explores legal compliance with Section 134 of the Companies Act 2013, particularly when immediate signing is required and travel is not feasible. The conversation touches upon board meeting approvals, director signatures, and the potential use of digital signatures, referencing relevant MCA circulars for guidance.

Raj Kumar Makkad (Expert) 29 May 2020
We are here just for providing legal view and not practical view wherein you want to get the papers signed back dated.

Rajendra K Goyal (Expert) 29 May 2020
Being a qualified CA and expert in Company affairs, what are your views in the matter.

Whether digital signature can serve the purpose?

CA Vivek Kasat (Querist) 29 May 2020
@Raj Kumar Makkad - I'm actually seeking two views firstly what's the legal course of action. That's actually my first question. And secondly, this practical solution just in case there exists something. Request you to give legal course of action my 1st question. I've added some more inputs too.

CA Vivek Kasat (Querist) 29 May 2020
@Raj Kumar Makkad ji - I'm actually seeking two views firstly what's the legal course of action. That's actually my first question. And secondly, this practical solution just in case there exists something. Request you to give legal course of action which is my 1st question. I've added some more inputs too.

Raj Kumar Makkad (Expert) 29 May 2020
Mr. Vevek! As you know that under section 134(1), the financial statement including consolidated financial statement is required to be approved by the Board of Directors before the same are signed by the Chairman of the Board on behalf of the board, the action is time bound. You have not disclosed what was the fate of the proceeding related to the subsequent years. You need to go through General Circular no. 11/2015 (no. 1/2013-CL-V dated 21.07.2015) issued by Ministry of Corporate Affairs, GOI.

The second aspect of your query may be applied by the persons like you.

CA Vivek Kasat (Querist) 29 May 2020
Mr Raj Kumar. Thanks for your response.

Raj Kumar Makkad (Expert) 29 May 2020
You are always welcome CA Vivek Kasat.

Rajendra K Goyal (Expert) 29 May 2020
May proceed as advised by the expert.

CA Vivek Kasat (Querist) 01 June 2020
Raj Kumar ji, it'll be a great help if you can guide on the procedures to be followed to comply with section 134, 101, etc as in, in the given conditions that is on the day of 25th September when Accounts are ready and 2 foreign directors (1 chairman of the company) are in foreign country at one place and 1 director & CS is in India -
1) how & when to schedule BM for approval of Accounts (certainly with a shorter notice)?
2) who can sign the approved financials & when?
3) how & when to schedule AGM (certainly with a shorter notice and considering Circular 11/2015 referred by you)

Isaac Gabriel (Expert) 02 June 2020
It seems hypothetical since these relates to books of accounts.

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