--- title: A founder complained about the accountant who set up a Singapore company. That company never authorised the complaint. description: A founder complained to ICAI about his Singapore company's accounting support. He admitted the work and money were the company's, not his, and could not show it had authorised the complaint. case_number: BOD 856/2026 file_number: PR/198/2023/DD/244/2023/BOD/856/2026 forum: board-of-discipline institute: icai decided_on: 2026-07-27 outcome: Not guilty clauses: Item (2) of Part IV of the First Schedule order_pdf: https://disc.icai.org/wp-content/uploads/2026/08/12.-BOD-856-2026.pdf published: 2026-08-29 author: Jainam Shah keywords: bod 856 2026, item 2 part iv first schedule, other misconduct, complaint not maintainable, shareholder authority, board resolution icai complaint, board of discipline not guilty source: /icai/board-of-discipline/bod-856-2026 --- # A founder complained about the accountant who set up a Singapore company. That company never authorised the complaint. A founder set out to incorporate a company in Singapore and hired a chartered accountant's consulting firm there to run its books, taxes and compliance. When the relationship broke down and he asked for a deposit back, the Board's first question was not whether he was owed it, but whether he was the one who could ask.[^parties] ## What happened ```timeline A founder planning to set up a company in Singapore engages a chartered accountant and the accountant's Singapore consulting firm, drawn by their claimed expertise in foreign incorporation and in ongoing accounting, tax and regulatory support across India and Singapore. The engagement runs for about a year. Alongside professional fees, the founder pays a deposit that he understands is refundable at the end of the term or on earlier termination, whichever comes first. He comes to think the bookkeeping and tax support fall short, ends the engagement, and asks for the deposit back. Calls go unanswered or disconnected, and emails and messages get no reply. He also comes to believe the firm's overseas presence was smaller than what had been represented to him. He complains to the Institute. The complaint takes years to reach a hearing, moving through written submissions and rejoinders from both sides along the way. At the hearing, a fact surfaces that the complaint itself never disclosed: the services, and the money that paid for them, belonged to his own company, not to him. He turns out to hold every share in that company while sitting on none of its boards, and he can produce nothing that authorises him to bring a complaint in its name. ``` Two admissions decided the case, and neither was in the complaint itself. Asked about his position in the company, the founder said he held all of its shares but was not a director of it — and when asked to produce anything authorising him to bring the case in the company's name, he produced nothing: no board resolution, no letter of authority, no power of attorney (para 22). The second gap sat on the other side of the same ledger. The work he complained about had been done not by the respondent personally but by the respondent's own Singapore consulting firm — itself a company.[^entities] Asked whether he had ever brought any complaint or action against that firm, the founder said he had not (para 23). ## The charge - **Item (2) of Part IV** of the First Schedule — the profession's catch-all clause. It covers any conduct that, in the opinion of the Council or its Boards, brings disrepute to the profession, whether or not the conduct arises from audit or other professional work.[^item2p4] Deficient bookkeeping, an unrefunded deposit and unanswered calls were all put forward as capable of meeting that description. The Board never tested any of them: it held that the founder had not shown he was entitled to bring the complaint in the first place, and found the respondent not guilty on that ground alone. ## What the respondent said Three lines of defence. That this was a commercial dispute, not a disciplinary one: the contract sat between the founder's company and the respondent's own Singapore consulting firm, two corporate parties, and he was involved only as a director of that firm — not as a chartered accountant rendering services in India. If there was a grievance, it belonged before a civil forum in Singapore, not the Institute. That the deposit was never unconditionally refundable. No document said so, he argued; it was refundable only after outstanding dues were adjusted. The nominee-director, company-secretary and registered-office services were annual and needed renewal, and the founder had kept availing them into October 2019 — including help with a director's resignation — so the engagement had in effect continued past its first year and renewal charges had accrued. The deposit, on his account, was adjusted against those charges, not withheld. That the missing records were innocent. He had since resigned from the Singapore company and lost access to it; older emails had been auto-deleted by the mail server. The transactions were the company's own acts, not his personal ones, so personal liability could not follow. He denied fabricating any invoice and asked for the complaint to be dismissed. ## What the Board held The Board did not get past a threshold question: who had brought this complaint, and on whose behalf (para 20). The complaint had been filed in Form I, in the founder's own name. But at the hearing he said, without qualification, that the services had been rendered to his company and that the company had paid for them — not him personally — and that the contract itself ran between his company and the respondent's firm (para 21). Asked about his position in that company, he said he held all its shares but was not a director, and produced no board resolution, letter of authority or power of attorney authorising him to bring proceedings on its behalf (para 22). The Board's reasoning turned on ordinary company law: a company is a legal person distinct from its shareholders, and a right arising under its contract belongs to the company, not to a shareholder standing behind it (para 24). This was not, the Board said, a mere paperwork gap — it went to whether the founder had any standing to be in the proceedings at all: > The defect is not merely procedural but goes to the very root of the Complainant's locus standi, > authority and capacity to maintain the proceedings. (para 25) Full ownership did not change that. The Board held that shareholding, whatever its extent, does not merge a shareholder's identity with the company's, and does not by itself hand the shareholder authority to act for it — that authority has to come from a proper corporate decision, and none was on record here (para 26). And it closed the file before the file's own contents were examined: > Since the complaint itself is not maintainable, it is neither necessary nor appropriate for the > Board to examine or adjudicate upon the merits of the allegations levelled against the > Respondent. (para 28) ## The order > the Respondent is 'Not Guilty' of Other Misconduct falling within the meaning of Item (2) of Part > IV of First Schedule to the Chartered Accountants Act, 1949. Accordingly, the Board passed an > Order for closure of the case in terms of the provisions of Rule 15 (2) of the Chartered > Accountants (Procedure of Investigations of Professional and Other Misconduct and Conduct of > Cases) Rules, 2007. (para 30) No punishment stage followed — there was nothing to punish.[^rule] The case was closed, not decided on its facts.[^coram] ## Why it matters *This section is ours, not the Board's.* **Complain as the party that paid, not the person behind it.** If the contract and the money moved through your company, the claim belongs to the company. Bring it in the company's name, backed by a board resolution. **Full ownership is not authority.** Owning every share does not by itself let you act for the company. Check that a board resolution or power of attorney stands behind the signature — whether you are signing a complaint or answering one. **Work delivered through a firm is a gap the complainant has to close.** The respondent could not be pursued alone for work his consulting firm had done, without the company being brought into the case. If your work runs through a firm rather than your own name, raise that early. **A dismissal on this ground settles nothing about the service.** The Board made no finding on the bookkeeping, the tax advice or the deposit. Read it as a finding about who could complain, not about what was done. This summarises a public order and links the primary source. It is general information, not legal or professional advice. [^parties]: *Shri Mayank Jain, Nagpur* was the complainant, a first-time entrepreneur who had set out to incorporate a company in Singapore. *CA. Shailendra Kumar Mishra (M.No. 517253), Noida* was the respondent. [^entities]: The respondent's Singapore consulting entity was *M/s ASC (S) Consulting Pte. Ltd.* The complainant's own company, whose engagement and payments this dispute turned out to concern, was *M/s Samyra Impex Pte. Ltd.*, of which the complainant held all the shares without being a director. [^item2p4]: Part IV of the First Schedule deals with "other misconduct" — conduct that does not arise from professional work as such but still, in the opinion of the Council or its Boards, brings disrepute to the profession. Item (2) is its general clause. [^rule]: Rule 15(2) of the Chartered Accountants (Procedure of Investigations of Professional and Other Misconduct and Conduct of Cases) Rules, 2007 — where the Board finds a member not guilty, it records that finding and orders the complaint closed. There is no punishment hearing. [^coram]: CA. Babu Abraham Kallivayalil (Presiding Officer), Dolly Chakrabarty, IAAS (Retd.) (Government Nominee) and CA. Pankaj Shah (Member) signed the findings. The matter was heard at ICAI Bhawan, New Delhi, the complainant appearing by video conference and the respondent in person, across two hearings — 25 April 2026 (part heard) and 21 May 2026 (heard and concluded, judgment reserved) — with written submissions and rejoinders exchanged between 27 February and 1 May 2026. Judgment was pronounced 27 July 2026.