CA. Rashi Goyal (Chartered Accountant) (512 Points)
24 November 2009Hi,
If board of directors signed the financials on 27.09.09 and decided to held AGM om 06.11.09. But due to some reasons called EGM on 15.10.09.
Could anybody suggest the date of notice for AGM, date of signing of annual return and date of signing of directors report.
CA.SKR
(CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional)
(442 Points)
Replied 24 November 2009
| Originally posted by :CA. Rashi Goyal | ||
| " | Hi, If board of directors signed the financials on 27.09.09 and decided to held AGM om 06.11.09. But due to some reasons called EGM on 15.10.09. Could anybody suggest the date of notice for AGM, date of signing of annual return and date of signing of directors report. |
" |
In my opinion, the date of Notice for AGM and date of signing of Director's Report will be 27.09.2009 (i.e. the date of board meeting in which Audited A/c were approved, Directors report was adopted & AGM notice was approved). The date of signing of Annual Return will be any date after the AGM date i.e. after 06.11.2009.
Ratti Wahal
(Company Secretary)
(139 Points)
Replied 25 November 2009
Dear Ms. Rashi,
In my opinion, the date of board meeting in which the financial results signed by the Board of Directors i.e. 27-09-2009 can be the date of the Notice of Annual General Meeting. As per Section 171 of the Companies Act, 1956, a general meeting of a Company may be called by giving not less than 21 days' notice in writing. There will be quite sufficient gap (39 days) in between the date of forwarding the Notice of AGM and AGM day.
Further, the Directors express their views etc. on the financial performance and other related things about theorganization n the Directors' Report. The same along with the approved and signed minutes should accompany with the Notice of the Anual General Meeting. Therefore, the date of Board Meeting i.e. 27-09-2009 can be considered for the date of signing of Directors' Report. You are requested to kindly refer Section 217(4) of the Companies Act, 1956 before getting the Directors' Report signed.
Moreover, as per Section 159 of the Companies Act, 1956, every Company having a share capital shall, within 60 days from the day on which AGM was held, prepare and file with the Registrar an Annual Return. As you are going to show AGM on 06-11-2009. Before 05-01-2009 you are supposed to file Annual Return.
Hope you found the above explanation satisfactory.
Regards,
Ratti Wahal, ACS
Assistant Manager
Kapgrow Corporate Advisory Services Private Limited
E-173, Kalkaji, New Delhi-110019
Contact no.: 011-40553774, 9310270885
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 25 November 2009
| Originally posted by :CA.Satendar Kumar | ||
| " | Originally posted by :CA. Rashi Goyal " Hi, If board of directors signed the financials on 27.09.09 and decided to held AGM om 06.11.09. But due to some reasons called EGM on 15.10.09. Could anybody suggest the date of notice for AGM, date of signing of annual return and date of signing of directors report. " In my opinion, the date of Notice for AGM and date of signing of Director's Report will be 27.09.2009 (i.e. the date of board meeting in which Audited A/c were approved, Directors report was adopted & AGM notice was approved). The date of signing of Annual Return will be any date after the AGM date i.e. after 06.11.2009. |
" |
Agree with the learned member...
Priya Sharma
(Company Secretary & Student.MBA)
(998 Points)
Replied 25 November 2009
Dear Learned members,
I have a query......in the above case the Company is thinking to hold its AGM on 06/11/2009.
But as per section 210, AGM should be held with 6 months from the closure of the accounts......So as per law the Company should hold its AGM last by 30/09/2009 or else seek extension
Since the Company has already given the notice of the AGM on 27.09.2009, can't it get consent of the members of the company under section 171(2)(i) for holding AGM at a shorter notice and then convene its AGM by 30th Sept 2009????
Please guide me....
Regards
Priya Sharma
CA.SKR
(CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional)
(442 Points)
Replied 27 November 2009
| Originally posted by :Priya Sharma | ||
| " | Dear Learned members, I have a query......in the above case the Company is thinking to hold its AGM on 06/11/2009. But as per section 210, AGM should be held with 6 months from the closure of the accounts......So as per law the Company should hold its AGM last by 30/09/2009 or else seek extension Since the Company has already given the notice of the AGM on 27.09.2009, can't it get consent of the members of the company under section 171(2)(i) for holding AGM at a shorter notice and then convene its AGM by 30th Sept 2009???? Please guide me.... Regards Priya Sharma |
" |
Yes, with the written consent of all (100%) members, AGM can be convened on 30.09.2009 by giving a shorter notice.
CA. Satendar Kumar
gokul
(Accountant)
(126 Points)
Replied 28 November 2009
Respected members
I have prepared the following sequence of events, even though few of the events take place on the same day. Please correct me, if the same is wrong..
Thanks
CA.SKR
(CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional)
(442 Points)
Replied 01 December 2009
| Originally posted by :gokul | ||
| " | Respected members I have prepared the following sequence of events, even though few of the events take place on the same day. Please correct me, if the same is wrong.. Approval of balance sheet and profit/loss account by the Board. Statutory audit is conducted and the auditor initials the BS, P&L. Board meeting is convened to sign the Balance sheet and P&L by the board. Balance sheet and P&L is signed by the auditor. Audit report is prepared and issued by the auditor. Report on Corporate Governance is prepared by the management. Auditor’s certificate on compliance with conditions of Corporate Governance under clause 49 of the listing agreement is signed by the auditor. Director’s report is prepared. Notice of AGM along with the draft resolutions is sent with 21 days time period. Annual report is filed with ROC within 60 days of AGM. Thanks |
" |
In my opinion, the sequence of events upto Sl. No. 7 is correct. However, I want to add that :-
At Sl. No. 8, the Director's Report is to be placed and adopted by the Board.
At Sl. No. 9, Date of AGM is to be finalised and accordingly Draft Notice of AGM is to be approved by the Board and thereafter Notice of AGM to be sent.
At Sl. No. 10, the Annual Report (i.e. Notice of AGM, Directors Report, BS, P&L A/c etc.) is to be e-filed within 30 days of AGM, not 60 days of AGM as mentioned by you.
Finally, ANNUAL RETURN is to be e-filed with ROC within 60 days of AGM.
Thanks
CAclubindia
