27 July 2014
1. As per 173(1) of companies act 2013, Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board.
2. You can pass a board resolution for appointment of first auditor in back date. No filing with ROC is required in this appointment. So why to pay any penalty?
3. Appointment of first auditor is not required to be intimated to ROC as this intimation is applicable on auditor appointed by shareholders in General meeting u/s 139(1).
27 July 2014
Ankur Sir I thank you for your reply.
1) The Audit firm was constituted in July 14. So it is not possible to back date the board resolution.
2) Since this is first auditor appointment I understand from your reply that it is not necessary to intimate ROC by company using form ADT-1 and GLN-2. As informed to you the auditor is now appointed in July 14 instead of Mar 13. Is there any penalty the company is attracting due to this?
Note that the board has not passed a resolution in July 14 but simply has signed the audit engagement letter.
3) Also please let me know the undertaking the auditor has to get from BOD along with new form numbers (like related party transaction etc) UNDER NEW COMPANIES ACT 2013 before audit is finalized.
As per section 147(1), if any of the provisions of sections 139 to 146 (both inclusive) is contravened, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than ten thousand rupees but which may extend to one lakh rupees, or with both.
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