Dear Friends,Please share your thoughts on the following circular and let know how relevant is this in today's parlance?Accounts filed with ROC without directors’ report or notice of AGM
Department’s Clarification.—The Department of Company Affairs has, however, clarified that in the interest and for the convenience of the public, the Registrars of Companies have been instructed to take ) the accounts on file though not accompanied by the directors’ report or the notice of the annual general meeting (which is not required by law to be attached to the accounts) provided the accounts are filed along with the auditors’ report (including special or separate reports, if any) provided the Registrars point out the incompleteness of the accounts of the company at the same time and call for the missing documents. (Department’s Circular. Company News and Notes, dated 1-7-1963).
Courtesy: Section 220, A Ramaiya, Page No:- 2311Regards,Pawan
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It means the Act requires Directors' Report of the subsidiaries to form part of Holding Companies Balance Sheet. It is apperantly clear that Holding Company should attach it own Directors' Report and the same be filed with ROC. Don't you think it is illogical if the act requires Subisidiary's DR to form part of Holding Co's accounts and not of its own?
My conclusion is DR should form part of Annual Accouts which should be filed with ROC.
Regards
yogan.
--
CS Vivek Hegde,B.com, ACS, CWA
Company Secretary in Practice
No. 405, 4th Block, 7th Cross
Koramangala, Bangalore-560034
Mob: 9019756940
It means the Act requires Directors' Report of the subsidiaries to form part of Holding Companies Balance Sheet. It is apperantly clear that Holding Company should attach it own Directors' Report and the same be filed with ROC. Don't you think it is illogical if the act requires Subisidiary's DR to form part of Holding Co's accounts and not of its own?
My conclusion is DR should form part of Annual Accouts which should be filed with ROC.
Regards
yogan.
Dear friends,
DCA has been famous for issuing several circulars and letters endorsing course of action, much to the contrary to the letter and spirit of law, but, meant to suit the administative convenience or otherwise.
The whole tenor of the circular under reference is very much to condone the lapse [ of not attaching the Directors' Report ] in a large-hearted manner and to advise the companies to be careful about the requirement in the matter.
Let us be clear in perception.
The basic document is the Balance Sheet per Schedule VI to the Companies Act, 1956 [ Act ].
Profit and Loss Account [ or Income and Expenditure Account] is required to be annexed to Balance Sheet as required under section 216.
Schedules to Balance Sheet and/or Profit and Loss Account are neither annexed nor attached,but, they form part thereof [ of the Accounts].
Auditor's Report is required to be attached to Balance Sheet as required under section 216.
Directors' Report is required to be attached to Balance Sheet under section 217 [1].
Certain specified documents of subsidiary are required to be attached to Balance Sheet of the holding company as provided in section 212.
What is annexed would not include a document which is required to be attached as provided in section 222.
Section 220 requires the filing[ with the Registrar] of Balance Sheet and Profit and Loss Account, signed by Managing Director, Manager, Secretary or a director of the company , together with ALL DOCUMENTS WHICH ARE REQUIRED BY THIS ACT TO BE ANNEXED OR ATTACHED to such Balance Sheet or profit and loss account.
If any copy of Balance Sheet is issued, circulated or published without there being annexed or attached thereto, as the case may be, a copy each or [i] the profit and Loss Account[ii] any accounts, reports or statements which by vitue of section 212, are required to be attached to the Balance Sheet[iii] the auditor's report and [iv] the Board's Report referred to in section217, then the penal consequences specified under section 218 will be attracted or become applicable.
It might be pertinent to note certian interesting implications:
[1] In cases of documents required to be annexed to Balance Sheet, they have to be signed on the same date on which the Balance Sheet is signed.
[2] In cases of documents required to be attached to Balance Sheet, they can be signed on a date other than the date on which Balance Sheet is signed.
[3] Auditors are not required by the Act to sign the Balance Sheeet and the Profit and Loss Account which are submitted to the auditors for their report thereon [ and not for their signature and report thereon ] as has been provided in section 215[3].If I understand correctly, the auditors signthe Balance Sheet to identify it as being the one on which they are reporting in the Auditors' report.
May I raise a few queries?
[1] Do the issue, circulation and publication of the documents referred to in section 218 include the filing of such documents with the Registrar under section 220?
[2] Would the non-attachment of a copy of the Compliance Certificate, wherever applicable, attract the penal provisions under section 218?
[3] Does any provision in the Act require NOTICE convening an AGM to be attached or annexed to Balance Sheet?
[4] Why the Heaing of section 210 mentions "Annual Accounts and Balance Sheet"?
[5] Why title, in most cases, mentions" Annual Report" and why not " Annual Accounts and Reports"?
Members may kindly share their views and work-experiences.
Khush Raho charms,
bipin
CS Bipin S. Acharya Practising Company Secretary
CP 8 FCS 424
B/3, Ripple Apartments, Near Hindu Mahila Milan Mandir,
Narayan Nagar, Paldi, Ahmedabad ? 380 007.
Phone: 079-32516425; 093270-46425; 093270-11538 (Alpesh)
E-mail IDs: bipins...@yahoo.com; bipins...@gmail.comyou can if you think you can.................
you can not change what you will not confront.
On Sat, Oct 10, 2009 at 12:02 PM, haikishan bakshi <hkb...@yahoo.com> wrote:
Dear Pawan and Arengarajan,
A reading of section 219 of CA '56 will show that a copy of every balance sheet (including profit and loss account, the auditors' report and every other document required by law to be annexed or attached, as the case may be, to the balance sheet) which is to be laid before a company in general meeting shall, not less than twenty one days before the date of the meeting, be sent to every member.....
If we examine what are the other documents required by law to be annexed or attached with balance sheet we find they are Notice of the Meeting vide Section 172 (2) and Directors' Report vide Section 217 (1). Thus when we say Balance Sheet, in the parlance of CA '56, it denotes all these documents - Notice, Directors' Report, Auditors' Report (Statutory), Balance Sheet alongwith Notes on Accounts and even balance sheet abstract being Part IV of Schedule VI (being part of the balance sheet).
Therefore, legally, we are required to attach notice and directors' report alongwith balance sheet while uploading form 23AC/23ACA.
Learned members please correct, if my contention is wrong.
Regards,
CSHKBakshi
From: csarengarajan <csaren...@gmail.com> Cc: CSMysore <csmy...@googlegroups.com>; csch...@googlegroups.com
Sent: Fri, 9 October, 2009 7:59:18 PM
Subject: Re: [CS_yahoogroups) Directors report shudn't be attached while filing
Notice need not be attached with Annual accounts. Regarding Directors report, the same has to be approved by the shareholders. My point of view, we need to attach Directors report while filing Annual Accounts. Section 217 of the Companies Act 1956 nowhere prescribes that Directors report to be filed with Registrar of companies. However we are filing both notice and Directors report alongwith Filing of annual accounts.Contrary view solicited.
On 10/9/09, PAWAN LADDHA <pawan19792003@ yahoo.com> wrote:
Dear Friends,Please share your thoughts on the following circular and let know how relevant is this in today's parlance?Accounts filed with ROC without directors’ report or notice of AGM
Department’s Clarification.—The Department of Company Affairs has, however, clarified that in the interest and for the convenience of the public, the Registrars of Companies have been instructed to take ) the accounts on file though not accompanied by the directors’ report or the notice of the annual general meeting (which is not required by law to be attached to the accounts) provided the accounts are filed along with the auditors’ report (including special or separate reports, if any) provided the Registrars point out the incompleteness of the accounts of the company at the same time and call for the missing documents. (Department’s Circular. Company News and Notes, dated 1-7-1963).
Courtesy: Section 220, A Ramaiya, Page No:- 2311Regards,Pawan
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Dear Friend,This is the last clarification on the subject. Before this some in 1961 there was one clarification contrary to this one.I would make it plain that this clarification provides admin convenience to RoCs and at the same time enable companies to comply filing deadline. It still has one proviso which advises RoCs to mark the non compliance (non filing of necessary attachments) and bring it to the notice of the company immediately.Regards,Pawan
--- On Sat, 10/10/09, yoganand l <cs.y...@gmail.com> wrote:
From: yoganand l <cs.y...@gmail.com>
Subject: Re: [CS_yahoogroups) Directors report shudn't be attached while filing
To: company_...@yahoogroups.com
Date: Saturday, October 10, 2009, 12:03 PM
i think the clarification is erroneous. i feel that there would be some other clarification superseding this, which we have to find out. when the Act is clear, a clarification is not at all neded.the clarification says that directors report is not required to be attached by Law, which is not correct.yogan.
On Sat, Oct 10, 2009 at 10:50 AM, PAWAN LADDHA <pawan19792003@ yahoo.com> wrote:
More or less I am of the same opinion however with a different reason. With this circular/clarificat ion Rocs were earlier (dates back to 1963) directed to accept the accounts without DR but make an intimation of incompleteness of the filing immediately. Thus filing is necessary however in those times it was a convenience given to the companies to meet the timeline and this should not be taken as defence of not attaching the directors report.
From: yoganand l <cs.yogan@gmail. com>
Subject: Re: [CS_yahoogroups) Directors report shudn't be attached while filing
To: company_secretary@ yahoogroups. com
Date: Friday, October 9, 2009, 5:16 PM
notice need not be attached. but directors' report has tos.217 is quite categorical. it should be attached to the bs.then refer to 220(1)(a), it says attachments and annexures are to be alonwith the bsyogan.
On 10/9/09, PAWAN LADDHA <pawan19792003@ yahoo.com> wrote:
Dear Friends,Please share your thoughts on the following circular and let know how relevant is this in today's parlance?Accounts filed with ROC without directors’ report or notice of AGM
Department’s Clarification.—The Department of Company Affairs has, however, clarified that in the interest and for the convenience of the public, the Registrars of Companies have been instructed to take ) the accounts on file though not accompanied by the directors’ report or the notice of the annual general meeting (which is not required by law to be attached to the accounts) provided the accounts are filed along with the auditors’ report (including special or separate reports, if any) provided the Registrars point out the incompleteness of the accounts of the company at the same time and call for the missing documents. (Department’s Circular. Company News and Notes, dated 1-7-1963).
Courtesy: Section 220, A Ramaiya, Page No:- 2311Regards,Pawan
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Dear Friends,While there is no question about the documents to be annexed and attached to the accouns of a Company, as clearly indicated in various provisions of the Act, I would lke this Group to reflect on the provisions of Section 222. I, for one, do not at all understand the provisons of this Section and more particularly, the need to have such a provision. This Section clearly states that references in the Act to the documents annexed or required to be annexed to the accounts, shall not include the Borad's Report, the Auditors' Report or any document attached or required to be attached to those accounts. If one goes by this Section, it would appear that these Reports need not be attached and this flies in the face of the spirit behind the legislation and the specific provisions contained elsewhere in the Act. I am really baffled as to why this Section was introduced and exactly what it tries to convey. May I request the Members, particularly, Mr.Acahrya, to provide an explantion to this poser? I vaguley remember that long back, the Department itself was confronted with this question and as usual, they came out with a wishy washy reply.
From: BIPIN ACHARYA <bipins...@gmail.com>
Subject: Re: [CS_yahoogroups) Directors report shudn't be attached while filing
To: company_...@yahoogroups.com
Practising Company Secretary
E-mail IDs: bipinsacharya@ yahoo.com; bipinsacharya@ gmail.com
you can if you think you can. ......... .......
you can not change what you will not confront.
On Sat, Oct 10, 2009 at 12:02 PM, haikishan bakshi <hkb_cs@yahoo. com> wrote:
Dear Pawan and Arengarajan,
A reading of section 219 of CA '56 will show that a copy of every balance sheet (including profit and loss account, the auditors' report and every other document required by law to be annexed or attached, as the case may be, to the balance sheet) which is to be laid before a company in general meeting shall, not less than twenty one days before the date of the meeting, be sent to every member.....
If we examine what are the other documents required by law to be annexed or attached with balance sheet we find they are Notice of the Meeting vide Section 172 (2) and Directors' Report vide Section 217 (1). Thus when we say Balance Sheet, in the parlance of CA '56, it denotes all these documents - Notice, Directors' Report, Auditors' Report (Statutory), Balance Sheet alongwith Notes on Accounts and even balance sheet abstract being Part IV of Schedule VI (being part of the balance sheet).
Therefore, legally, we are required to attach notice and directors' report alongwith balance sheet while uploading form 23AC/23ACA.
Learned members please correct, if my contention is wrong.
Regards,
CSHKBakshi
Cc: CSMysore <csmysore@googlegrou ps.com>; cschennai@googlegro ups.com
From: csarengarajan <csarengarajan@ gmail.com>
Sent: Fri, 9 October, 2009 7:59:18 PM
Subject: Re: [CS_yahoogroups) Directors report shudn't be attached while filing
Notice need not be attached with Annual accounts. Regarding Directors report, the same has to be approved by the shareholders. My point of view, we need to attach Directors report while filing Annual Accounts. Section 217 of the Companies Act 1956 nowhere prescribes that Directors report to be filed with Registrar of companies. However we are filing both notice and Directors report alongwith Filing of annual accounts.
Contrary view solicited.
On 10/9/09, PAWAN LADDHA <pawan19792003@ yahoo.com> wrote:
Dear Friends,Please share your thoughts on the following circular and let know how relevant is this in today's parlance?Accounts filed with ROC without directors’ report or notice of AGM
Department’s Clarification.—The Department of Company Affairs has, however, clarified that in the interest and for the convenience of the public, the Registrars of Companies have been instructed to take ) the accounts on file though not accompanied by the directors’ report or the notice of the annual general meeting (which is not required by law to be attached to the accounts) provided the accounts are filed along with the auditors’ report (including special or separate reports, if any) provided the Registrars point out the incompleteness of the accounts of the company at the same time and call for the missing documents. (Department’s Circular. Company News and Notes, dated 1-7-1963).
Courtesy: Section 220, A Ramaiya, Page No:- 2311Regards,Pawan
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