Gajendra T.S.
(G)
(54 Points)
Replied 25 February 2014
pratik jain
(practicing chartered accountant)
(828 Points)
Replied 25 February 2014
Hello ,Gajendra ji
Generally CG approval not required for appt of additional director (sec260) .But total number of director including additional director should not exceed the maximun number as per the Articles.
In the given case company wants to amend the AOA and increase the no of directors to 13 .Here sec 259 applies and hence CG approval is needed. BOD cannot appoint additional directors beyond limit of articles except as per sec 259 .So CG approval is needed in mentioned case.
BYE TC !!
Anurag Jain
(Taxation and Audit Manager)
(174 Points)
Replied 28 February 2014
very good initiative Pratik sir!!
pratik jain
(practicing chartered accountant)
(828 Points)
Replied 01 March 2014
PLz check my FB page for BOARD MEETING NOTES and past 10 term questions on same with audio files.Enjoy
pratik jain
(practicing chartered accountant)
(828 Points)
Replied 03 March 2014
HI friends plz check my notes on inter-corporate loans and investments u/s 372A .
Check my facebook page for audio and suggested answers on the above topics .Scroll down you will find other useful links as well.
https://www.facebook.com/pages/CA-GUIDE/267311140095928
All d best !!
CA Pratik Jain.
CA Sultan.........never quits
(Financial Controller)
(511 Points)
Replied 04 March 2014
Hi Pratik,
I am the one called you from Bahrain. I received your mail and understand the position. I wish you for your continuous support to student community.
pratik jain
(practicing chartered accountant)
(828 Points)
Replied 04 March 2014
Thanks a lot sultan ji .may god guide all of us towards the higher purpose.
Jinal Sanghvi
(Self Employed)
(34 Points)
Replied 06 March 2014
pratik jain
(practicing chartered accountant)
(828 Points)
Replied 06 March 2014
Hello Jinal .
This question is based on very old case of Kingston Mill Co .The crux of the matter is that an auditor is a watchdog not a bloodhound i.e you cannot expect the auditor to detect each and every fraud .The responsibilty of maintaining proper stock records lies with the management .In given case the manger for years fudged the stock journal resulting in overvaluation of stock .If the auditor has applied reasonable audit procedures and performed his duty dillegently he cannot be expected to detect all frauds committed by management.
Sec 227 nowhere states that auditor must doubt everything said by management .As per SEc 227 "according to the explanations given to him, the said accounts give the information required by this Act in the manner so required and give a true and fair view- "
SA 580 does say that management `s representation is no substitute for adopting normal audit procedures regarding verification and valuation of inventories.
But in the given case the values of yarn and fabric were highly fluctuating and auditors relied on stock summary which in turn was based on fudged stock records.
Breach of duty or negligence depends upon fact and circumstances of the case.Must add it is a decided case law ,ICAI RTP doesnot explain the background of case in that detail.It just makes you feel auditor didnt do enough!! .Held no breach of duty of auditor.
CA Pratik Jain.
Anurag Jain
(Taxation and Audit Manager)
(174 Points)
Replied 12 March 2014
Dear sir Please answer the following questions as I am in doubt regarding that:
Q.1. Can a director disqualified u/s 274(1)(g) reappointed again as director in the same defaulting Public Co.?
Q.2. In ABC Ltd., Mr. A was named in the list of first directors. He however, died before he could assume office. How can the problem regarding the appointment of a director be solved in this case?
Q.3. The AGM of a Co. was held in Nov. 2011. The company did not hold any General Meeting in 2012. R,S,T are the directors liable to retire at the general meeting. Can they continue in office?
pratik jain
(practicing chartered accountant)
(828 Points)
Replied 12 March 2014
Dear Anurag ,
Here you go :
1. As per ICAI suggested answers - Director disqualified u/s 274(1)(g) can continue in defaulting company and be re- appointed as well in the defaulting co .The disqualification is attracted in other pubilic companies(i.e other than defaulting co)
NOTE: I dont agree with this view but ICAI`s interpretation we all have to follow bcoz paper is checked by them only.
2.The problem due to death of Mr A(named 1 st director) can be solved in following manner:
a) THe subscribers to MOA should convene a meeting for the appointment of Directors.
b)Unless AOA provide otherwise , the subscribers entitled to call the meeting may do so .
c) However if all the subscribers agree on the person to be appointed as director no need to call above meeting.
3. Retiring directors cannot continue beyond the last day AGM was ought to be held .It is their responsibilty to ensure AGM is conducted timely. They cannot take advantage of their own default and continue in office.
hope it helps!!
CA Pratik Jain.
Anurag Jain
(Taxation and Audit Manager)
(174 Points)
Replied 13 March 2014
pratik jain
(practicing chartered accountant)
(828 Points)
Replied 13 March 2014
last date for AGM is generally 30th september (6 months from end of FY). In ur question it is 30 september 2011.there is scope for extension of 3 months by registrar but ur question doesnot indicate so.
Anurag Jain
(Taxation and Audit Manager)
(174 Points)
Replied 20 March 2014
Master GSTR-9 and 9C with India's First Unique Live Course with Live practical training