Generation of Unique Document Identification Number (UDIN) is made mandatory for all other audit, assurance and attestation functions by ICAI w.e.f. 1st July, 2019. Therefore this is first year where the statutory auditor of companies (including private limited company) has to ensure generation of UDIN and to mention after every signature and membership number of the member.
I have received various queries with respect to statutory provisions of holding AGM for approval of financial statements as per Companies Act, 2013 and generation of UDIN. The blog aims to cover applicable provisions of Companies Act 2013 and UDIN requirement to address the issues faced by the members to create awareness and support in compliance of the requirement.
1. WHAT IS LAST (DUE) DATE OF HOLDING ANNUAL GENERAL MEETING?
The company shall hold every year Annual General Meeting (AGM) and shall hold within 6 months from the date of closing of the financial year. Therefore, for the company having March year ended, last (due) date of AGM can be 30th September.
Relevant extract of Companies Act 2013:
Section 96 (1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:
Provided that in case of the first annual general meeting, it shall be held within a period of nine months from the date of closing of the first financial year of the company and in any other case, within a period of six months, from the date of closing of the financial year.
2. HOW MANY DAYS NOTICE PERIOD IS REQUIRED FOR HOLDING GENERAL MEETING?
The company must send the notice at least 21 days before the AGM is held (not including the day the notice is sent or the day of the meeting). In case the notice is being sent through post, than 2 days are required to be considered for delivery period. The Companies Act allows shorter notice for holding AGM if consent has been given by not less than 95% of the members entitled to vote.
Relevant extract of Companies Act 2013:
Section 101(1) A general meeting of a company may be called by giving not less than clear twenty-one days notice either in writing or through electronic mode in such manner as may be prescribed:
Provided that a general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in writing or by electronic mode, is accorded thereto—
(i) in the case of an annual general meeting, by not less than ninty-five per cent. of the members entitled to vote thereat; and
(ii) in the case of any other general meeting, by members of the company—
(a) holding, if the company has a share capital, majority in number of members entitled to vote and who represent not less than ninety-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting; or
(b) having, if the company has no share capital, not less than ninty-five per cent. of the total voting power exercisable at that meeting:
Provided further that where any member of a company is entitled to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purposes of this sub section in respect of the former resolution or resolutions and not in respect of the latter.
3. WHEN TO GENERATE UDIN?
UDIN is to be generated at the time of signing the Certificate. However, the same can be generated within 15 days of the signing of the same (i.e within 15 days from the date mentioned at Certificates and not beyond that).
4. ILLLUSTRATIVE TIMELINES FOR DATE OF SIGNING OF FINANCIALS AND LAST DATE OF GENERATION OF UDIN:
|Situation||Date of Signing Financials||Mode of service of Notice of AGM||Notice Period||Date of AGM||Last date of generation of UDIN (after considering 15 days)|
|I||6th September, 2019||By post ( 2 days)||21 + 2||30th September, 2019||20th September, 2019|
|II||8th September, 2019||Electronic or reaches on same day||21 + 0||30th September, 2019||22nd September, 2019|
|III||29th September, 2019||Shorter Notice*||Consent of 95% of members entitled to vote is mandatory||30th September, 2019||13th October, 2019|
|IV||Any date till 30th June, 2019||By Any mode||21 + days of service of notice||30th September, 2019||UDIN generation is not mandatory|
* Kindly check and confirm with Articles of Association, as AoA may specify a time limit for shorter notice.
5. FORMAT OF CONSENT FOR SHORTER NOTICE
Consent of shareholder for Shorter Notice
(Pursuant to Section 101(1) of Companies Act, 2013)
The Board of Directors
Name of the Company
Sub: Consent to convene AGM at shorter notice
I/we, (Name of Shareholder), the member/s holding an (Number of shares held) (in words) equity shares of Rs. (face value per share) of the Company as on date representing ……………….% of the total paid-up share capital and also have an entitlement to vote at such meeting, hereby do accord mine/our consent to convene the ensuing Annual General Meeting of the Company on (date of AGM) at shorter notice.
(Name of the Member)
6. FIGURES/ VALUES
For generation of UDIN, it is required to mention Figures/Values. Please find below the summary of the requirement for generation for Statutory Audit, Tax Audit and GST Audit so that UDIN can be generated without any hassle.
(A) Statutory Audit
|2.||PAN of the Assessee||Optional|
|3.||Gross Turnover/Gross Receipt||Gross Turnover / Gross Income/ Gross Receipt / Gross Earnings/ Gross Revenue etc.|
|4.||Shareholder Fund/Owners Fund||Paid up capital + Reserves & Surplus|
|5.||Net Block of Property, Plant & Equipment||WDV after reducing depreciation and impairment|
|6.||FRN||If practicing in Individual Name than write ‘Not Applicable’ or ‘NA’|
(B) Tax Audit
|Sr. No.||Section 44 AB||Other than Section 44AB||Figures/Remarks|
|1.||Total Turnover as per Form 3CD||-||01-04-2018-31-03-2019|
|2.||Net Profit / Turnover as per Form 3CD||-||Optional|
|3.||WDV of Fixed Assets||-||WDV after reducing depreciation and impairment|
|4.||Assessment Year||Assessment Year||2019-2020|
|6.||FRN||FRN||If practicing in Individual Name than write ‘Not Applicable’ or ‘NA’|
|7.||PAN of the Assessee||PAN of the Assessee||Optional|
(C) GST Audit
|1.||Turnover (incl. exports) as per Audited Financial Statements under Clause 5 (A) of Form 9C||As per Clause 5 (A) of Form 9C|
|2.||Turnover as declared in Annual Return (GSTR9) under Clause 5 (Q) of Form 9C||As per Clause 5 (Q) of Form 9C|
|4.||FRN||If practicing in Individual Name than write ‘Not Applicable’ or ‘NA’|
|5.||GSTIN of the Assessee||Optional|
7. IMPORTANT EXCERPTS FROM FAQS ISSUED BY ICAI ON UDIN (udin.icai.org)
(a) Do I need to take separate UDIN for Statutory Audit of Financial Statements and Tax Audit?
Ans.: Yes, separate UDINs are required for audit of financial statements and tax audit because both are separate assignments and true and fair view is given in financial statement and true and correct view is given for tax audit assignment.
(b) For Tax Audit u/s. 44AB, whether separate UDIN is required for Audit Reports like 3CA/3CB and Form 3CD?
Ans.: No, UDIN is to be generated per assignment per signatory, hence one UDIN to be generated and same UDIN is to be mentioned in all Forms such as 3CA/3CB and 3CD.
(c) For other GST and/or Tax Audit Reports, whether separate UDIN is required for various annexures?
Ans.: No, UDIN is to be generated per assignment per signatory, hence one UDIN to be generated and to be mentioned in all Annexures if they are part of the Reports.
(d) Is UDIN required for No Objection Certificate (NOC) given by previous auditor?
Ans.: UDIN is not required for NOC.
(e) Is UDIN required on peer review report?
Ans.: UDIN is not required on peer review report.
(f) Is UDIN required for consolidated Financial Statements?
Ans.: Yes, UDIN is required for consolidated Financial Statements. However separate UDIN is required for standalone and consolidated financial statements.
(g) Whether UDIN is require while giving consent letter & certificate pursuant to section 139 read with relevant rules for appointment as auditor under the Companies Act, 2013?
Ans.: Not required.
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