As per section 139(1), every company other than government company, shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth annual general meeting.
Procedure to be followed for appointment of auditor in AGM as contained in Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014:-
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 hold a board meeting and pass a board resolution to consider following:
- Recommend the appointment/re-appointment of Auditor for a period of 5 years; and
- Fix the day, date, time and venue of the Annual General Meeting (AGM) and to approve the draft notice convening the AGM along with explanatory statement annexed to the notice as per requirement of the Section 102 of the Companies Act, 2013 and authorize the Director or Company Secretary to sign and issue notice of AGM.
Hold a shareholder’s meeting on the fixed date and pass the Ordinary Resolution for appointment/re-appointment of the Auditor for a period of 5 years and shall fix the remuneration to be paid to the Auditor.
The Company shall inform the Auditor so appointed about the appointment/re-appointment and file a notice of such appointment with the Registrar in E-Form ADT-1 within 15 days of the general meeting. [Section 139(1) and Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014] along with the following attachments:
- Certified true copy of the Ordinary Resolution passed in the AGM;
- Intimation/Offer Letter given by the Company to the Auditor;
- Consent Letter given by the Auditor to the Company; and
- Certificate given by the Auditor to the Company.
Format of ordinary resolution to be passed in AGM
CERTIFIED TRUE COPY OF THE ORDINARY RESOLUTION PASSED AT THE ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY HELD AT THE REGISTERED OFFICE OF THE COMPANY ON XX/XX/20XX AT 11:45 AM
“RESOLVED THAT M/s ABC and Associates, Chartered Accountants be and is hereby appointed/reappointed as the Statutory Auditor’s of the Company as per section 139 (1) of the Companies Act, 2013, at a remuneration that may be decided by the Board of Directors in consultation with the said auditors, provided that the appointment shall be from the conclusion of this Annual General Meeting till the conclusion of the Sixth Annual General Meeting following this meeting and that the appointment/reappointment shall be subject to ratification by the members at every Annual General Meeting to be held during the said period”.
“RESOLVED FURTHER THAT notice of appointment/reappointment of auditors shall be filed by the company before the Registrar of Companies, Uttar Pradesh as per rule 4(2) of the Companies Rules, 2014 and for that any Director, is authorized to sign and e-file form ADT-1 by affixing his digital signature”.
“RESOLVED FURTHER THAT a certified copy of this resolution signed by the Director, be provided to the Auditors of the Company”.
Place : For XYZ Pvt. Ltd.
Date :
Director Director
Format of intimation given by the company to the auditor
To,
M/s ABC and Associates
Chartered Accountants
Dear Sir,
Sub: Seeking consent and certificate
Ref: The Companies Act, 2013
We are planning to hold the Annual General Meeting of the Company on the 1st day of September, 20XX and 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.
Thanking you
Yours sincerely,
Place : For XYZ Pvt. Ltd.
Date :
Director Director
Format of consent and certificate by the auditor to the company
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 September XX, 20XX inquiring as to our consent and eligibility for being appointed as statutory auditors of your Company for financial year 2020-2021 to 2024-2025,
We give our consent for being appointed as statutory auditors of the company subject to the shareholder’s approval.
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 and Associates
Chartered Accountants
Place:
Date :
CA XXXX XXXX
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