Section 56(2) of the Companies Act requires companies to obtain a certificate of insolvency from the auditors before making a dividend distribution. However Sec 31 says that some of the sections given in the Second Schedule to the Act can be overridden by a unanimous resolution of the shareholders of a PRIVATE company. Schedule 2 of the Companies Act includes Section 56 as well. Therefore a private company can bypass the requirement of a solvency certificate from auditors (Sec 56) with a unanimous resolution of shareholders. However Sec.57 will be still applicable and the directors need to assess the solvency as per the guidelines given in the Section 57.
