As per section 139(8) of Companies Act, 2013, In the case of a company other than a company whose accounts are subject to audit by an auditor appointed by the Comptroller and Auditor-General of India, be filled by the Board of Directors within 30 days, but if such casual vacancy is as a result of the resignation of an auditor, such appointment shall also be approved by the company at a general meeting convened within 3 months of the recommendation of the Board and he shall hold the office till the conclusion of the next annual general meeting.
Procedure to be followed for filling casual vacancy caused by the resignation of auditor as contained in Companies Act, 2013 and Companies (Audit & Auditors) Rules, 2014
The auditor who has resigned from the company shall file within a period of 30 days from the date of resignation, a statement in FORM ADT-3 with the Company and the Registrar;
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 the appointment of auditor to fill a casual vacancy in the office of auditor;
Issue at least 21 clear days’ notice of general meeting, or a shorter notice, in writing to every director, member and the auditor of the company and hold a shareholder’s meeting on the fixed date and pass the Ordinary Resolution for appointment of the Auditor to fill casual vacancy;
The Company shall inform the auditor so appointed about the appointment and file a notice of such appointment with the Registrar in E-Form ADT-1 within 15 days of the general meeting along with the following attachments:
- Certified true copy of the Ordinary Resolution passed in the general meeting;
- 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 board resolution to be passed by board of directors
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION PASSED AT THE MEETING OF THE DIRECTORS OF THE COMPANY HELD AT THE REGISTERED OFFICE OF THE COMPANY ON XX/XX/20XX AT 11:15 AM
“RESOLVED THAT M/s ABC & Co. Chartered Accountants be and is hereby appointed as the Statutory Auditor’s of the Company as per section 139(8) 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 Extra Ordinary General Meeting till the conclusion of the ensuing Annual General Meeting and that the appointment shall be subject to the approval by the members at Extra Ordinary General Meeting to be held on XX-XX-20XX”.
“RESOLVED FURTHER THAT notice of appointment 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 the any director, is authorized to sign and e-file form ADT-1 by affixing her digital signature”.
Place : Lucknow For XYZ PVT LTD
Date : XX.XX.20XX
Format of Ordinary resolution to passed in EGM
CERTIFIED TRUE COPY OF THE ORDINARY RESOLUTION PASSED AT THE EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF THE COMPANY HELD AT THE REGISTERED OFFICE OF THE COMPANY ON xx/xx/20xx AT 03:00 PM
ORDINARY RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Section 139(8) 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 re-enactment thereof for the time being in force), as recommended by the Board of Directors of the company, M/s. ABC & Co (New Auditor) Chartered Accountants, be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. XYZ & Associates, (old Auditor) Chartered Accountants.
RESOLVED FURTHER THAT M/s. ABC & Co, Chartered Accountants, be and are hereby appointed as Statutory Auditors of the Company from this Extra-ordinary General Meeting and that they shall hold the office of the Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the ensuing Annual General Meeting and that they shall conduct the Statutory Audit for the period ended 31st March, 20XX on such remuneration as may be fixed by the Board of Directors in consultation with them.”
RESOLVED FURTHER THAT any of the Board of Directors, be and is, hereby empowered and authorized to take such steps, in relation to the above and 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 Registrar of Companies.”
Date: xx/xx/20xx For & on behalf of the Company
Place: Lucknow
Format of intimation by the company
To,
M/s ABC & Co.
Chartered Accountants
Add: ____________
Dear Sir,
Sub: Seeking consent and certificate
Ref: The Companies Act, 2013
Due to immediate resignation by our auditor M/s. XYZ & Associates, we are planning to hold the Extra Ordinary General Meeting of the Company on the XXth day of December, 20XX to fill casual vacancy in the office of auditor 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 from the conclusion of this Extra Ordinary General Meeting till the conclusion of ensuing Annual General Meeting.
Thanking you
Yours sincerely,
Place : Lucknow For XYZ PVT LTD
Date : XX.XX.20XX
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