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Statutory meeting

(Guest)

I have two queries regarding filing of Form 22 with ROC with respect to Statutory Meetings: 1. I have given notice to members on 01.11.2011 that statutory meeting will be held on 28.11.2011, form 22 is to be filed after giving notice to members and auditors i.e. 01.11.2011 or after holding Statutory meeting i.e. 28.11.2011 ? 2. If some directors and company Secretary have been appointed after incorporation of company but before holding statutory meeting, whether details of their appointment will also be given in Form 22 at point no. 7 ? Pls reply asap!

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9 Replies

Smriti Dhawan (Company Secretary ) (347 Points)
Replied 24 November 2011

As Per Section 165(5) of the Companies Act 1956, Company is required to submit Statutory Report in Form 22 immediately after the same has been sent to the members, So you have to Submit Form 22 with ROC after the Notice has been sent to members on 1.11.2011.

And regarding point No. 7 of Form 22, the details regarding the arrears, if any, due on calls from Directors ,Manager and Company Secretary is to be provided, it means the Director, Manager and Company Secretary who appointed in the Board Meeting and Shares where alloted to them, any amount which is outstanding but not received by the Company is to be mentioned.

(Guest)

Thanks Ms. Smriti Dhawan. 1. Additional Fees is coming even when the form 22 is being filed next day of sending statutory report to members i.e. 02.11.2011. Pls clarify what is the time limit within which form 22 should be filed by the company. 2. Regarding point no. 7 it is mentioned in section 165 (3) ( d) that details of changes in the name, address and occupation of directors etc will be shown. So when any new directors/CS is appointed by company in EOGM held after incorporation of company, whether their particulars will be shown in form 22 at point no. 7. Pls Clarify. Thanks/Neha

Smriti Dhawan (Company Secretary ) (347 Points)
Replied 24 November 2011

Form 22 is to be filed on the same date on which it has been sent to members of the company ie. on 01.11.2011. And according to Section 165(3)(d) all changes with regard to Directors, manager, Auditors and Company Secretary is to be mentioned which have taken since incorporation of Company, so even if EGM was called for the appointment of Director or Secretary, details should be given in Form 22.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 24 November 2011

PROCEDURE FOR STATUTORY MEETING

Download Form 22
Prepare Notice calling statutory Meeting
Prepare Statement of Receipt & Payment
Prepare statement of Preliminary Expenses
Prepare Covering Note for auditors
Make sure that form will be uploaded on the same date when notice is sent to auditors
Prepare & file Minutes of the Meeting

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 24 November 2011

IT IS CLEARLY SPECIFIED UNDER SECTION 165(5) THAT THE STATUTORY REPORT HAS TO BE SEND FORTHWITH THE COPIES SENT TO THE MEMBERS OF THE COMPANY.

(Guest)

Thanks! Mr. Ankur pls clarify If some directors and company Secretary have been appointed after incorporation of company but before holding statutory meeting, whether details of their appointment will also be given in Form 22 at point no. 7 ?

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 24 November 2011

Dear Neha ji,

Exactly in the point nos 7 to 10 Enter details for the change in particulars of directors and manager and secretary and auditors, if any.

The names, addresses and occupations of the directors of the company and of its auditors and manager, if any, and secretary and the changes, if any, which have occurred since the date of incorporation of the Company.

Gaurav Mishra (Management Trainee) (40 Points)
Replied 11 August 2012

Dear All,

Statutory Meeting held on 02.04.2012 and Statutory Meeting held on 04.04.2012 with the consent of 99% members in Form 24AA.

Form 22 filed on 03.08.2012. Now this form 22 is under resubmission with remarks "It is delay in filing, hence we may advised to go to clb for condonation of delay."

ROC has not referred any Section under which it is mandatory to go to CLB in case of delay in filing form 22. He just advised for the same.

I think since we have already paid additional fee for late filing, we don't need to go to CLB and also I have not found in the Companies Act to go to CLB in case of delay in filing of Form 22.

If you have any knowledge of any Circular or provision where it is mandatory to go to CLB, please let me know.

Please advice me is it ok to go to CLB for condonation just because ROC has asked for to do this OR we should go to ROC office personally and clarify the matter with the official who made this remarks.

Thanks

Gaurav Mishra