Latest Common Questions on Company Law - Series 502- 15.09.2019




Latest Common Questions on Company Law

In this Flash Editorial author begins by referring the common queries / questions received from professionals, Students or corporate in relation to Company Law.

DIR-3 KYC

1.     What is due date of filing of e-form DIR-3 KYC and web based DIR-3 KYC?
Due date for both the KYC forms is 30th September, 2019.

2.     How to change email ID or Mobile no of Director from the DIR-3 KYC filed last year?
Such person have to file e-form DIR-3 KYC for the same instead of web based KYC.

3.     If a person obtained DIN after 31st March, 2019 whether need to file DIR-3 KYC before 30.09.2019?
Only person having DIN till 31.03.2019 needs to file DIR-3 KYC.


4.     How to change address in DIN of DIN Holder?
Such person:-
·        First have to file e-form DIR-6 for the same
·        Then have to file e-form web-based DIR-3 KYC

PROVISIONS RELATING TO AUDITORS

5.     Whether auditor can be re-appoint or appoint for period less than 5 year or more than 5 year in one term in any type of Companies.

As per provisions of Companies Act, 2019 read with section 139 a term of auditor is for 5 year. Therefore, auditor can’t be appoint any period less than or more than 5 year in single term.

6.     What is the maximum last date for generation of UDIN for signing of Auditors Report.
A auditor’s Report and Balance Sheet can be sign maximum till 29th September, 2019, if Company holds AGM on Shorter Notice.

Therefore, if Auditors Report and B/s signed on 29th September, 2019 in such case maximum date of generation of UDIN is 14th October, 2019. (i.e. within 15 days of signing of document)
  
7.     Whether Auditors needs to file e-form ADT-3 if his terms going to expire on upcoming AGM and such auditor don’t want to reappoint.

There is no need to file any form in case of completion of term of auditor.

8.     Whether auditor and director can sign Financials on different-2 dates?
Yes, auditor and directors can sign the financials on different dates. In such case company have to follow the below process:
·        Hold Board Meeting for approval of Accounts and sign from directors.
·        Submission of financials with Auditor
·        Auditor will sign the same in different date and submit to company with auditors’ Report.
·        Hold BM again for take note of Auditors Report and adoption of Directors’ Report.
·        Circulation of Financials, Auditors Report and Directors Report to Shareholders.

PROVISIONS RELATING TO AGM

9.     Whether AGM can be held through Video Conferencing.
As per Companies Act, 2013 AGM can’t hold through Video Conferencing.


10. In case of both the shareholders are foreign resident, whether they appoint proxy to hold AGM?
Proxy doesn’t consider as part of Quorum. Therefore, in above case shareholders have to present in the Meeting.

11. Whether AGM can be held out of India?
As per Companies Act, 2013 AGM can’t be held out of India.

12.            Whether AGM can be held out of India?
As per Companies Act, 2013 AGM can’t be held out of India.

PROVISIONS RELATING TO DIRECTORS REPORT

13.            Whether MGT-9 requires preparing as annexure of Board Report for f.y. 2018-19?
As per provisions of Section 92 it is mandatory to prepare and annex MGT-9 as part of Directors Report.

14.             If Company having website, is it mandatory to publish MGT-7 on its Website and give link of same in Directors Report?
As per provisions of Section 134 if company having website it is mandatory to publish MGT-7 on website of Company and mentioned link of same in Directors Report.



(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).

Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION



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