As per section 139(6) of Companies Act, 2013, the first auditor of a company, other than a Government company, shall be appointed by the Board of directors within 30 days from the date of registration of the company and in the case of failure of the Board to appoint such auditor, it shall inform the members of the company, who shall within 90 days at an extraordinary general meeting appoint such auditor and such auditor shall hold office till the conclusion of the first annual general meeting.
Procedure to be followed for appointment of first auditor as contained in Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014: -
1. In case of appointment by Board of Directors in a Board Meeting:-
Obtain written consent and a certificate from the proposed auditor to confirm its willingness and eligibility for the proposed appointment under the Act;
Issue not less than 7 days’ notice of board meeting, or a shorter notice in case of urgent business, in writing to every director of the company at his address registered with the company and call a Board Meeting within 30 days from the date of registration of the company to consider appointment of first auditor of the company.
Hold a meeting of Board of Directors and pass a Board Resolution for the appointment and fixation of remuneration of the first auditor of the Company to hold office till the conclusion of the First Annual General Meeting.
Inform the first
auditor so appointed and file a notice of such appointment with the Registrar of
Companies in e-form ADT-1 within 15 days of the board meeting along with
following attachments:
Certified true copy of Board resolution;
Intimation letter given by the company to the
auditor; and
Consent letter given by the auditor to the company.
2. In case of appointment by members in Extraordinary general meeting:-
Obtain written consent and a certificate from the proposed auditor to confirm its willingness and eligibility for the proposed appointment under the Act;
Issue not less than 7 days’ notice of board meeting, or a shorter notice in case of urgent business, in writing to every director of the company at his address registered with the company and call a Board Meeting within 30 days from the date of registration of the company to consider first auditor to be recommended to the members of the company.
Hold a meeting of the board of directors:
To consider first auditor and remuneration payable to him for members' consideration.
To fix date, time and venue for holding EGM of the company for passing an ordinary resolution.
Hold a shareholders meeting on the fixed date and pass the ordinary resolution for appointment of the first auditor of the company.
Inform the first auditor so appointed and file a notice of such appointment with the Registrar of Companies in e-form ADT-1 within 15 days of the board meeting along with following attachments:
Certified true copy of Board resolution;
Intimation letter given by the company to the auditor;
Consent letter given by the auditor to the company.
Format of Board resolution
CERTIFIED TRUE COPY OF THE RESOLUTION
PASSED AT THE FIRST BOARD MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY
HELD AT THE REGISTERED OFFICE ON ______ AT ____ PM
“RESOLVED
THAT pursuant to Section 139 and other applicable provisions, if any, of the
Companies Act, 2013 as amended from time to time or any other law for the time
being in force (including any statutory modification or amendment thereto or
enactment thereof for the time being in force) M/s ABC & Company, Chartered Accountants be and is hereby appointed as the first Statutory Auditors
of the Company to hold office until the conclusion of First Annual General
Meeting of the Company, at a remuneration that may be decided by the Board of
Directors in consultation with the said auditors”.
“RESOLVED FURTHER THAT the director Mr. ___________ be and is hereby authorized to do all such acts, deeds, matters and
things as may be necessary, proper, expedient or incidental for giving effect
to this resolution and to file necessary e-forms with the Registrar of
Companies”.
Place : For XYZ PRIVATE
LIMITED
Date :
Director Director
Format of intimation by the company to the proposed auditor
TO,
M/s
ABC & COMPANY
CHARTERED
ACCOUNTANTS
ADDRESS______________
_____________________
Dear Sir,
Sub: Seeking consent and certificate
Ref: Appointment as the first auditor of the company for the year ended 31/03/20XX
We
are pleased to inform you that the Board of Directors of the Company at their
first Board Meeting held on _____________ have appointed your firm as the
Statutory Auditors of the Company and to hold office from the date of
incorporation up to the conclusion of the first Annual
General Meeting on such remuneration as may be decided by the Board.
Further in accordance with the provisions of section 139 of the Companies Act, 2013,
the company needs your consent and certificate under section 141 of the act for
your appointment as Statutory auditors of the company.
You are requested to confirm your
acceptance for our further action.
Thanking you
Yours sincerely,
Place : For XYX PRIVATE LIMITED
Date :
Director Director
Format of Consent by auditor
To,
The Board of directors
XYZ Private Limited
Dear Sirs,
Sub: - Consent & Certificate of Appointment as
Statutory Auditors
Ref: - Companies Act, 2013 (“the act”)
We
are in receipt of your communication dated _________ inquiring as to our
consent and eligibility for being appointed as first statutory auditors of your Company for financial year ended March, 20XX,
We give our consent for being appointed as statutory
auditors of the company from the date of incorporation until the conclusion of
the first AGM of the company.
Further, in pursuance of the requirement of section
139 of the act and rule 4 of Companies (Audit and Auditors) Rules, 2014, we
hereby confirm that:
1.
We are eligible for appointment and is
not disqualified for appointment under section 141 of the act, the Chartered
Accountants Act, 1949 and the rules and regulations made there under;
2.
Our proposed appointment would be as per
the term provided under the act;
3.
The proposed appointment is within the
limits laid down by or under the authority of the
act and;
4.
There are no proceedings pending against
either of the partner’s or the firm with respect to professional matters of
conduct.
For ABC & Company
Chartered
Accountants
Place:
Date
: CA _______
MRN: _____
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