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form 23ac

CA Pooja Jain (Practice) (88 Points)

02 April 2009

What should be the sequences of the following date-

1. Date of BOD meeting in which Balance Sheet was approved.

2. Date of signing of Balance Sheet by Directors.

3. Date of BOD meeting in which Board Report referred to u/s 217 was approved.

4. Date of signing BOD report.

with reference to above which two date can be same.

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5 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 02 April 2009

Hi Pooja,

Observe carefully with the help of imaginary dates:

1. Date of BOD meeting in which Balance Sheet was approved---25 August 2009.

2. Date of signing of Balance Sheet by Directors---25 August 2009.

3. Date of BOD meeting in which Board Report referred to u/s 217 was approved---25 August 2009.

4. Date of signing BOD report---25 August 2009.

To conclude, we may use the same date for all the events mentioned above. It is very much possible technically as well as legally for the purpose of Form-23AC and for preparing Minutes of Board Meeting.

AGENDA OF THE BOARD MEETING CONVENED FOR ADOPTION OF BALANCE SHEET WOULD BE AS FOLLOWS:

Approval of Annual Accounts.
Approval of Directors’ Report.
Notice of Annual General Meeting
Authorisation for filing Statutory forms, if not authorised earlier.
Any other business.

Best Regards

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Sudhag (Chartered Accountant and Company Secretary. Visit at : www.taxpertpro.com) (1231 Points)
Replied 21 April 2009

Originally posted by :Ankur Garg
"	Hi Pooja, Observe carefully with the help of imaginary dates: 1. Date of BOD meeting in which Balance Sheet was approved---25 August 2009. 2. Date of signing of Balance Sheet by Directors---25 August 2009. 3. Date of BOD meeting in which Board Report referred to u/s 217 was approved---25 August 2009. 4. Date of signing BOD report---25 August 2009. To conclude, we may use the same date for all the events mentioned above. It is very much possible technically as well as legally for the purpose of Form-23AC and for preparing Minutes of Board Meeting. AGENDA OF THE BOARD MEETING CONVENED FOR ADOPTION OF BALANCE SHEET WOULD BE AS FOLLOWS: Approval of Annual Accounts. Approval of Directors’ Report. Notice of Annual General Meeting Authorisation for filing Statutory forms, if not authorised earlier. Any other business. Best Regards	"

please tell if it required to appoint Auditors???????Subject to the approval of members in this BOD. or the agenda given by you is sufficient

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 21 April 2009

Dear Sudhag,

I understand your query. Kindly appreciate:

As mentioned in the agenda items one of the items is “NOTICE OF ANNUAL GENERAL MEETING”. Kindly observe the resolution which I use while preparing my board minute for the same agenda item:

NOTICE OF ANNUAL GENERAL MEETING

The draft notice calling the 4^th Annual General Meeting of shareholders of the Company was placed before the Board. The Board took note of the same and the following resolution was passed unanimously:

RESOLVED THAT the Notice as per the draft placed on the table for convening the 4^th Annual General Meeting be and is hereby approved.

RESOLVED FURTHER THAT any director or Company Secretary, of the Company be and is hereby authorised to sign and issue the same.”

To conclude we may say that there is no need to pass a separate resolution for the appointment of statutory auditor in that board meeting. Agenda given above is sufficient.

Reason being when you draft Notice of AGM you put the resolution for the appointment of statutory auditor for the approval of shareholders as desired by Section-173 as an Ordinary Business.

Further when you consider that draft Notice of AGM in the board meeting that itself is sufficient notice to the board about the appointment of statutory auditor. Hence there is no need to pass separate resolution in the board meeting for the appointment of statutory auditor.

This is the practice I am following from a very long time and also supported by my fellow professionals.

Alternatively you may put a simple resolution in the board meeting for the appointment of statutory auditor subject to the approval of shareholders although there is no need to pass such resolution if you use the resolution (NOTICE OF ANNUAL GENERAL MEETING) mentioned above.

Hope I am able to solve your query.

Looking forward for your response.

Best Regards

Ankur Garg