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Form 23

Dipti Bajaj (aaa) (25 Points)

24 August 2011

do v need to file form 23 in case of appointment of auditor in egm in pvt. ltd.co.

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7 Replies

G.L.Subhramanian (PCS) (206 Points)
Replied 24 August 2011

HI Dipti,

If you pass it as a Special Resolution, Form 23 needs to be filed within 30 days from date of passing the resolution in General Meeting.

If you pass it as an Ordinary Resolution, Form 23 need not be filed.

As a good secretarial practice, it is better to file Form 23 as it is a record for Registrar of Companies and also, as it involves appointment of auditor.

Regards,

Subbu

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Dipti Bajaj (aaa) (25 Points)
Replied 24 August 2011

thanks...will there be any problem if i file ordinary resolution...

Dipjyoti Majumdar (CA in service & CS. dipmaj@ rediffmail.com ) (3468 Points)
Replied 24 August 2011

No dear. Special resolution is needed for auditor appointment when there is Govt holding more than 25%.

CS Shivi Reddy (COMPANY SECRETARY) (175 Points)
Replied 24 August 2011

Dear Dipti,

dere is no requiremnent of filing form 23 for appointment of Auditors in a general meeting. only form 23B is required to be filed with the Registrar by the Auditor.

Regards

Shivi

G.L.Subhramanian (PCS) (206 Points)
Replied 24 August 2011

Yes. Section 224A speaks about that. But there is no specific mention by Dipti regarding shares being held by Central Government/ State Government/ Public Financial Institution etc.

So ordinary resolution is enough. Most of the companies prefer ordinary resolution if given the choice between ordinary and special as the need to file form 23 does not arise almost fully if ordinary resolution is passed thereby minimising their filing fee.

Regards,

Subbu

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RG - A Helping Hand (Company Secretary) (13867 Points)
Replied 24 August 2011

No Dipti...in your case there is no need to file form 23. Simply pass an OR to appoint the auditor.

In fact in law there is only one situation where SR is required to be passed in Auditors' appointment and that situation is when section 224A is applicable on the company.