31 October 2013
PLEASE GUIDE ME FOR THE AGM. WHAT IS THE DATE OF FIRST AGM, IF THE COMPANY'S INCORPORATION DATE IS 7.6.13 AND OTHER COMPANY 16.07.13 AND ANOTHER ONE 25.5.13.
PLEASE GUIDE AS THE 23B SHOULD BE SUBMITTED FOR THE ABOVE THREE COMPANIES.
As per section 224(5), the first auditor or auditors of a company shall be appointed by the Board of directors within one month of the date of registration of the company; and the auditor or auditors so appointed shall hold office until the conclusion of the first annual general meeting. Following provisions are related to the matter:
(i) Appointment of first auditors in general meeting.—A company in general meeting may appoint the first auditor or auditors if the Board of directors fails to exercise its power of appointment of first auditors within one month of the date of incorporation of the company. (ii) Appointment of first auditors through Memorandum and Articles of Association.—The Institute of Chartered Accountants of India has expressed its opinion vide Compendium of Opinion Volume No. 1 that the appointment of first auditors through the Memorandum and Articles of Association of the newly floated private company is not a valid appointment.
(iii) Removal of first auditors.—The company may, at a general meeting, remove first auditor(s) or all or any of such auditors and appoint in his or their places any other person or persons who have been nominated for appointment by any member of the company and of whose nomination notice has been given to the members of the company not less than fourteen days before the date of the meeting. (iv) Tenure of office of the first auditor.—The first auditor(s) shall hold office until the conclusion of the first annual general meeting of the company and then be eligible for re-appointment.
31 October 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 31-3-2012 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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