[aaykarbhavan] Seminar on Companies Law at Kolkata,Asansol,Raniganj,Siliguri by CA N More::Existing Auditor cannot continue u/s139(10),if he is Auditor of more than 20 cos:Process of approval of Directors report& FS & DUE DATES FOR FILLING GNL2, 23AC, 66, 20B

	FORTHCOMING PROGRAMMES ON COMPANIES ACT,2013 BY CA NITESH MORE
Date	City	Topic	Organised by	Venue	Timimg	Fees
5/11/2014	Kolkata	Companies Act:Problems & Solutions	DTPA CA SC	DTPA Conference Hall	4 p.m. to 7 p.m.	50/100
				Income Tax Building
				3 Govt Place(w), 2nd Floor,
9/11/2014	Asansol	Companies Act for SME	ICAI Asansol	ICAI Auditorium,	10:30 to 2:30	400
				Kalyanpur Housing More,
				Vivekananda Sarani, Asansol
23/11/2014	Raniganj	Companies Act:Problems & Solutions	ICAI Raniganj	Sports Assembly	10 am to 5 pm	300
				Raniganj
		(co-speaker to be decided)
6/12/2014	Siliguri	Companies Act:Problems & Solutions	Siliguri Taxation	Hotel Dolly Inn	3:30 p.m. to 7 p.m.
			Bar Association	Bidhan Road
				Siliguri

Very URGENT::Existing Auditor cannot continue u/s139(10),if he is Auditor of more than 20 cos

1 a) As per sec 139(10), if at AGM no auditor is appointed,existing auditor shall continue as auditor.
b) As per sec 141(3)(g), an auditor is disqualified if he hold more than 20 co audit.
c) A question arises if auditor does not give consent & if co does not appoint any auditor in AGM & if such auditor is disqualified u/s 141, can he continue as auditor u/s 139(10)?

d) I donot think so. How can a CA who is disqualified u/s 141 can continue as auditor? If a disqualified CA can contunue as Auditor, it would mean as if a non CA (disqualified person) can continue as auditor. Kindly avoid such interpretation.
e) Also note that sec 139(10) does not override sec 141.

2) If new auditor is appointed in AMG of this year, only ordinary resolution is required. Special resolution & process other process u/s 140 is not required to be followed as old Auditor has served his term upto date of this AGM & so he is not being removed before expiry of his term.

3) Due Date for filing ST-3 Extended from 25th October,  2014 to 14th November, 2014.ORDER NO. 02/2014-SERVICE TAX,

Process of approval of Directors report& FS

1) Auditor had been appointed in last AGM & audit, say , whole year(generally,in case of Big CO). In any case, he must finish audit before draft financial statement is prepared, which is nothing but, unsigned audited financial statement.
2) Draft financial statement is nothing but unsigned financial statement.
3) Draft financial statement is approved by board in BM for which MGT 14 is required to be filled.
4) After that, it is forwarded to auditor, who is say, sitting outside Board Room, where meeting for approval of FS & directors report is going.
5) After signing by auditor, draft FS becomes Audited FS & sent to board room.
6) Board, then takes record of Audited FS & approve Directors Report as Directors report can be finalized only after Board takes record of Audited FS. Reason is if there is adverse & qualificatory remark by auditor, Directors report have to include comment on this. For approval of Directors report, MGT 14 is required to be filled.

MGT 14 can be filled by 20th Oct, if Board meeting held on 21st Sep & shorter notice for AGM

STEP1: BM held: A board meeting for approval of a/c & Directors report etc. & for approval of notice for calling AGM etc is required to be held. As 21 days clear notice is required for calling AGM, we usually hold such BM latest by 7th Sep (if notice for AGM is issued electronically or delivered by company on same date) [Sec 101].
However, in case shorter notice for AGM is accepted by at least 95% shareholders, such Board meeting can also be held on say, 21/25/30th Sep also. & accordingly MGT 14 can be filled. A per sec 179(3), MGT14 is required to be filled for approval of a/c & Directors report etc. within 30 days of Board meeting.
STEP2: Notice for AGM is issued.
STEP3:AGM held on 30th September.
Note: For small co, First BM of FY can be held by 30th Sep., in which directors are required to disclose interest (sec 184). However, for other companies, first BM can be held by 30th August only, in which directors are required to disclose interest (sec 184).
Sec 101. (1) A general meeting of a company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode in such manner as maybe prescribed:
Provided that a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent. of the members entitled to vote at such meeting.
DUE DATES FOR FILLING GNL2, 23AC, 66, 20B
The due dates for filling are 
1. GNL 2(Appointment of auditor):15 days
2. 23AC,23AC: 30 days
3. 66: 30 days
4. 20B: 60 days from AGM date
Sec 137(1) of Companies act, 2013:
A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within 30 days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed within the time specified under section 403.
Sec 92(4) of Companies act, 2013: 
Every company shall file with the Registrar a copy of the annual return, within 60 days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting, with such fees or additional fees as may be prescribed, call within the time as specified, under section 403.
139(1) of companies act, 2013: 
The company shall inform the auditor concerned of his or its appointment, and also file a notice of such appointment with the Registrar within 15 days of the meeting in which the auditor is appointed.

Warm Regards 

"Team" CA.Nitesh  More

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Posted by: Nitesh More <moreassociate@gmail.com>

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