Private company, agm, auditor, first accounts

Dear Goutam, 

Here is the reply to your queries;

1 What is the time limit to hold first AGM:- The first AGM can be held within 9 months from the closure of Financial Year. In your case the AGM can be held on or before 31st December, 2015

2 What is the time limit to Prepare Accounts:- In your case, the company has to prepare its Financials for 3 months i.e. from the date of incorporation to 31st March, 2015.

3 What is the time limit to appoint Auditor:- The first Auditor should be appointed by the Board till the conclusion of AGM. In AGM the Auditor can be appointed for 5 years by the members subject to ractification for each financial year.

 

Dear Goutam, 

Please find point wise replies as under:

1 What is the time limit to hold first AGM:- The first AGM can be held within 9 months from the closure of Financial Year. In your case the AGM can be held on or before 31st December, 2015 (considering the closure of first financial year as on 31.03.2015.

2 What is the time limit to Prepare Accounts:- In your case, the company has to prepare its Financials for 3 months i.e. from the date of incorporation to 31st March, 2015.

3 What is the time limit to appoint Auditor:- The first Auditor should be appointed by the Board within one month of the incorporation to hold the office till the conclusion of AGM. In AGM the Auditor will be appointed for 5 years by the members subject to ractification for each financial year.

Dear Ankur,

You have made some minor corrections in my reply and posted the same. Is there anything wrong my reply? I guess there was no need to add a reply at the first place.

In first year of incorporation Ans. As per ur que. 1. First agm to be hold within 9 months from CLG. Of first FINA. Year.ur first agm on or before 31-12-2016 2.in first year of incorporation we will prepare accounts for maximum 15 months In combination from 1-1-15 to 31-3-16 3.first auditor appointed by BOD within 30 days of incorporation. And thereafter in first agm auditor appointed by members for any time (if ur company is small company)

Dear Expert, Is it necessary to organize first board meeting just after incorporation or within 30 days limit and pass some important resolution? Also the same resolution submit to ROC through e-filling?

Dear All,

Thanks for your valuable comments, I would like to share the following

1) As regards the AGM, Since the company has formed in the month of January, the due date of Holding AGM is 9 months from the end of first financial year as per section 96 of CA 2013. However as per Section 2(41) , Financial year means ( in case of company establishing on or after Ist january, is the 31st day of the following year. Which means , Financial year for my case shall be 01/01/2015 to 31/03/2016. Consequently I will be eligible to hold AGM within December 2016

2) In the first year of Incorporation I am allowed to make accounts for the period of maximum 15 months provided the company is incorporated on or after january. Accordingly I shall prepare accounts for 01/01/2015 to 31/03/2016

3)As regards appointment of Auditor, The First Auditor shall be appointed within 30 Days of Incorporation bu BOD or within 90 Days by Shareholder if BOD fails to appoint as such. This is true, however as the first auditor is appointed under section 139(6) and not under 139(1), there is no need of filing the form with registrar regarding the appointment as such. In my case, even if I appoint the auditor from a back date, there will be no trace of violation as nothing is reported to any authority until 31/12/2016.

4) In Addition to the above Return of Accounts is to be filed to ROC within 30 days of AGM, hence the due date of such return shall be 31/01/2017.

 

Please consider the above points & rectify if reqired and reply.

Dear CS Rahul Kabra ,

Please have patience to listen others. There was nothing to get annoyed at any reply even if somebody copy-paste your view. A major principle in our profession is that the person who place a view shall not judge his own view.

Considereing the above facts of 15 months period for preparation of accounts, one of our client company incorporated on 12.01.2015 and they are making loss 1.80 lakhs. All of us to know the income tax returns to be filed on or before the due date. My client company filed their loss returns. In this case company accounts closed upto 31.03.15. 

Considering the above facts, shall my client company have to file their ROC compliance by this month end? Advice me.

 

Refer: Senthil S,

Sir, It is essential to differentiate Income tax Act and Companies Act. The definition of financial year in companies act as regards to companies formed after 1st day of january is not at all recognised in the Eye of Income Tax Act. IT Act recognise Previous year which is essentially nothing but the day of incorporation to 31st of March. and accordingly the return is to be filed.

Practically I have faced a similar situation under the course of my Articleship, that on of our Client who was a listed Company , Applied for making a consolidated accounts for a period of 15 months and was approved by concerned government department. However, Tax Authorities asked him to prepare accounts for the Specific previous year. lateron they prepared three sets of accounts, One for IT; One for 3 months; and last one for 15 months. Not only this, all other compliance of IT Act shall be carried on as usually irrespective  what so ever may not be the period of Accounts under companies act.

In Your case, the company has to prepare account for three months ie upto march 31st and file return within 30th September or 30th November ( depending upon the situations) to carry forward the loss. As regards the companies act 2013, It says that the maximum period of account for companies incorporated after 1st january to be 15 months. It nowhere restrict a company to prepare account for first 3 Month. So you can prepare accounts for ROC for first three months.

As regards ROC, the period of submission of returns to ROC is coincident of preparing and adopting accounts by the company. In case, if the company has prepared accounts for 3 months, Held AGM and  Adopted it in AGM, then it shall file return within 30 days of conclusion of AGM.

IF it prepared account for 3 month, filed Income Tax return, not held AGM, not Adopted accounts, No Need to File to ROC

For personal communication , You may send a mail to gs.genus @ gmail.com or send a Private mail on CA Club India 

Pls suggest if date of incorporation is 20/03/2016. Whether the accounts to be prapared and get audited for 11 days?? 

Hi All,

Please note that a Private ltd company held its last agm for FY-2014-2015, on 14/09/2015.

I want to know what will be the last date for holding AGM for Current Financial Year 2015-2016 as per Companies Act,2013

As per my opinion and interpretation it is as follows;

a) 6 month from end of current financial year (31.03.2015) ie 30th sep,2016

b) the gap between two meeting should not exceed 15 months(this 15 months includes 3 months of extention also)

which ever is earlier,30th sep 2016 or 14th sep 2016 whichever is earlier.

So AGM date will be:any date before 14th Sep 2016, not being Sunday or National Holiday.

Please do reply whether I am correct or not.

Hi All,

Please note that a Private ltd company held its last agm for FY-2014-2015, on 14/09/2015.

I want to know what will be the last date for holding AGM for Current Financial Year 2015-2016 as per Companies Act,2013

As per my opinion and interpretation it is as follows;

a) 6 month from end of current financial year (31.03.2015) ie 30th sep,2016

b) the gap between two meeting should not exceed 15 months(this 15 months includes 3 months of extention also)

which ever is earlier,30th sep 2016 or 14th sep 2016 whichever is earlier.

So AGM date will be:any date before 14th Sep 2016, not being Sunday or National Holiday.

Please do reply whether I am correct or not.