Corporate law

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

20 September 2013 1. Date of incorporation - 13.06.2011 2. NO BM, AGM were held. 3. NO auditors were appointed 4. company decided to file all the above. 5. Proposed auditor has been registered with ICAI as COP on 17.12.12 and as firm on 22.1.13. 6. Now our query is: If we conduct first BM and appoint this auditor who at that time was not registered as COP. 7. what about AGM date 8. What about form 23b

Ajay Mishra

Ajay Mishra (Expert)
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20 September 2013 First of all you can not appoint such an auditor for the period for which he is not a chartered accountant.

You can appoint some other person as auditor. and file Form-23B accordingly.

File other annual forms accordingly with additional payment.

Ajay Mishra

Ajay Mishra (Expert)
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20 September 2013
TIME-LIMIT FOR HOLDING THE FIRST ANNUAL GENERAL MEETING

A new company which is registered under the Act, shall hold its first annual general meeting latest within a period of eighteen months from the date of its incorporation, namely, the date on which the Registrar has issued the certificate of incorporation to the company. If the first annual general meeting is so held, it is not necessary for the company to hold another annual general meeting in the year of its incorporation or in the following year. It may also be noted in this connection that the accounts placed before the first annual general meeting shall be for the period beginning from the date of incorporation and ending on a day of financial year, which will not precede the first annual general meeting by more than nine months from the close of the first financial year of the company — section 210(3).

This may be illustrated by the following example: Date of incorporation of company 23-10-2010 Date by which the first annual general meeting ought to be held 22-04-2012 The holding of the first annual general meeting shall comply with the following criteria of the Act:—
(i) The gap between the last date of the accounting period and the meeting shall not exceed 9 months, and
(ii) The second annual general meeting shall be held during the third year of incorporation.

Therefore, in the above example assuming that the first accounts shall be for the period from 23-10-2010 to 31-3-2011 The first AGM was to be held on or before (within a gap of nine months) 31-12-2011 The accounts for next period will end on 31-03-2012 The second AGM will be held on or before (namely the third year after incorporation) 30-09-2012

In the above example, since it was proposed to close the first accounts as on 31-03-2011, the first annual general meeting could be held before 31-12-2011 and the second annual general meeting could be held during the third year of incorporation. As explained above there is no need to hold annual general meeting in the first calendar year of its incorporation, i.e. 2010

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Ajay Mishra

Ajay Mishra (Expert)
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20 September 2013
TIME-LIMIT FOR HOLDING SUBSEQUENT ANNUAL GENERAL MEETINGS

As mentioned above, every company shall hold every year an annual general meeting and ordinarily there shall not be a gap of more than fifteen months between two such meetings. Further that in terms of the provisions of section 210 an annual general meeting shall be held within a period of six months from the end of the financial year whose accounts are proposed to be considered at the said annual general meeting. Accordingly, it is the rule that a company whose financial year ends on 31st March, shall hold its annual general meeting by 30th September every year.

Ajay Mishra

Ajay Mishra (Expert)
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20 September 2013
Procedure to file Form 23B (Appointment of First Auditor)

1. The company will call Board Meeting to appoint an statutory auditor at Board Meeting within one month from the date of incorporation of company.
2. Send letter of appointment to auditor within seven days from the appointment.
3. The auditor give letter of acceptance as auditor to the company.
4. The auditor also intimate ROC in Form 23B within 30 days from the date of acceptance of letter of appointment.
5. Form 23B can be download from www.mca.gov.in
6. Letter of appointment will be attached with Form 23b.
7. The SRN no will be generated with fee.

Ajay Mishra

Ajay Mishra (Expert)
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20 September 2013
Procedure to file Form 23B (Appointment of Auditor in AGM)

1. The company will appoint an statutory auditor at annual general meeting
2. Send letter of appointment to auditor within seven days from the appointment.
3. The auditor give letter of acceptance as auditor to the company.
4. The auditor also intimate ROC in Form 23B within 30 days from the date of acceptance of letter of appointment.
5. Form 23B can be download from www.mca.gov.in
6. Letter of appointment will be attached with Form 23b.
7. The SRN no will be generated with fee.

Ankur Garg

Ankur Garg (Expert)
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20 September 2013 Since all the compliances are pending, I would suggest you to get in touch with a CA or CS firm and they will everything for you.

Thanks