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Corporate updater- August, 2019

Updated: Sep 1, 2019

August is always august month for corporate compliance as some demanding matters are there to do this time in a time bounded manner. Following are the major compliance under Companies Act, 2013 which is to be carried out on or before 30th September, 2019.

Conducting the board meeting for the approval of annual accounts.

The financial statements of the company to be drafted and the same to be placed before a duly convened board meeting for obtaining the approval of the directors. The meeting should be ideally conducted before last week of August, 2019, as the same have to be audited by the Statutory Auditors before sending it to the shareholders. The approved financial statements to be authenticated by the Managing Director and Director of the company without fail. If there is no Managing Director then the same to be authenticated by two directors of the company.

Approval of draft Director’s report.

The board meeting, for the approval of the financial statements, should also consider the draft of the director’s report and authorize the Managing Director and a Director of the company to sign the same. All the material facts and figures as envisaged under section 134 of the Act to be strictly adhered to.

Fixing the date of annual general meeting.

The board meeting of august should decide, ideally, the date of the next annual general meeting and authorize the Chairman or any other director or KMP to issue the notice of annual general meeting along with relevant annexures. The last date for conducting the annual general meeting , in normal course, is 30th September, 2019. While fixing the date of annual general meeting care should be taken to ensure that the gap between the last annual general meeting and the ensuing annual general meeting is not exceeding 15 months.

Completion of Statutory auditing.

Once the accounts are approved by the directors of the company, the same to be forwarded to the Statutory Auditors of the company for auditing. If the auditor’s report contains any adverse remarks, then proper explanation/reply to the same to be given in the director’s report.

Issuance of notice of annual general meeting.

The notice of annual general meeting has to be forwarded to all the members of the company with 23 clear days’ notice. The items such as appointment of Statutory auditors, retirement of directors who are retiring by rotation and other special business items, if any, has to be invariably included in the notice along with explanatory statements, if applicable. The notice along with annexures to be forwarded by email/courier/ registered post or by hand with proof of delivery of the same.

Convening the Annual general meeting.

The annual general meeting to be convened as per the notice and the items to be placed before the meeting for its consideration and approval. Once the same is approved the returns to be filed with the Registrar of companies within the specified due dates.

Other compliance requirements in the month of August.

DIR 3 KYC Web: The Companies (Appointment and Qualification of Directors) Third Amendment Rules, 2019 have been notified w.e.f 25th July 2019, with regard to the filing of DIR 3 KYC. Director/s, who has already filed DIR-3 KYC last year, will only be required to complete his/her KYC through a Simple Web-Based Verification Service. This simplified filing is applicable only for the Director/s, whose address or mobile Number or personal email ID, has not been changed and remained as given in the MCA records. Incase if there is a change in Address/Mobile / Email, then it is required to file a separate eform. Hence you are requested to reconfirm that there are no such changes in the whereabouts before proceeding with the simplified filing of KYC. The last date to file this web based DIR-3 KYC is 30th September 2019. Directors who fails to file DIR 3 KYC before due date shall be liable for a penalty of Rs 5,000/- after the due date.

Filing of BEN 2

As you are aware, the last date of filing the eform BEN 2 has been extended to 30th September, 2019. The applicability and modalities for filing the same was detailed in my previous newsletter. The said newsletter is available in the link . Kindly go through the same to understand it better

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