Casual Vacancy of the Auditor means a vacancy which is unpredictable and caused due to death, resignation, disqualification etc. of and auditor. Appointment of Auditor in case of casual vacancy is regulated by Section 139(8) (i) of the Companies Act, 2013.
According to Section 139(8)(i) of the Companies Act, 2013, any casual vacancy in the office of an auditor shall in the case of a company other than a company whose accounts are subject to audit by an auditor appointed by the Controller and Auditor General of India, be filled by the Board of Directors within thirty 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 three months of the recommendation of the Board and he shall hold the office till the conclusion of the next annual general meeting.
The Company shall do the following steps:
1. Obtain the resignation letter along with Form ADT-3 filed with Registrar from the Resigning Auditor.
2. The Company shall issue Letter of Intent to a new auditor for his appointment in the Company.
3. The Company shall obtain consent letter and certification under Section 139 and 141 of the Companies Act, 2013 read with Rules 3 and 4 of the Companies (Audit and Auditors) Rules 2014 from the proposed New Auditor for being eligible for appointment as an Auditor.
4. Convene a Board meeting within 30 days of arising Casual Vacancy, after giving notice to all directors, to take on note resignation letter from old auditor, appointment of new Auditor and decide Day, Date, Time and Venue of Extra-Ordinary General Meeting within a period of 90 days of appointment by the Board of Director.
5. Hold an Extra Ordinary General Meeting and approve the Ordinary Resolution for approval of Auditor’s Appointment.
6. Send Intimation letter to the New Appointed Auditor Firm pertaining to his appointment in a Company from the conclusion of this Extra Ordinary General Meeting until the conclusion of ensuing Annual General Meeting.
7. File an e-form ADT-1 with Registrar for appointment of new Auditor within 15 days of appointment of Auditor in an Extra-Ordinary General Meeting with requisite filing fees.
8. Note: Attachment of Form ADT-1:
-
- Copy of intimation sent by the Company to the Auditor
- Consent and Certificate received from the Auditor
- Copy of resolution passed by the Company
- EGM notice with explanatory statement, route map, Form MGT-11 and attendance slip
DRAFT FORMATS
RESIGNATION LETTER
Date:
To,
The Board of Directors,
(Name of the Company)
(Address of the Company)
Subject: Resignation from the post of Statutory Auditors of the Company
Dear Sir,
This is to inform you that due to our pre-occupation in other assignments, we are not in a position to devote our time to the affairs of (Name of the Company). Accordingly, we tender our resignation as Statutory Auditors of the Company with effect from ___________.
Thanking You,
Yours faithfully,
For ______________
Chartered Accountants
Firm Registration No. (FRN): __________
___________
Proprietorship / Partner
Membership No.: _______
AUDITOR CONSENT
Date:
To,
The Board of Directors,
(Name of the Company)
(Address of the Company)
Subject: Consent for appointment as Statutory Auditor
Dear Sirs,
We, __________, Chartered Accountants, in receipt of your communication, hereby give our consent for appointment as Statutory Auditors of your Company “(Name of the Company)” in casual vacancy for the financial year ______ upto the ensuing Annual General Meeting of the Company in compliance of provisions of the Section 139(8) of the Companies Act, 2013.
We look forward for healthy professional relationship with you.
Thanking you.
Yours faithfully
For ______________
Chartered Accountants
Firm Registration No. (FRN): __________
___________
Proprietorship / Partner
Membership No.: _______
CERTIFICATE OF ELIGIBILITY
Date:
To,
The Board of Directors,
(Name of the Company)
(Address of the Company)
Subject: Certificate of Eligibility
Dear Sirs,
We, _________, Chartered Accountants Firm, hereby declare that our appointment as Statutory Auditors, if made, shall be in accordance with the conditions as prescribed under the Companies Act, 2013 and rules made there under. We hereby certify that we satisfy the conditions as mentioned in Section 141 of the Companies Act, 2013 and pursuant to Rule 4 of the Companies (Audit and Auditors) Rules, 2015, we certify that:
1. the firm is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under;
2. the proposed appointment is 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;
4. There are no orders or proceedings pending against either of the partners or the firm with respect to professional matter of conduct.
Details of our Firm are as below:
1. Name of the Firm : _______________
2. Constitution of the Firm : _______________
3. Firm Registration Number : _______________
4. Address : _______________
5. PAN of the Firm : _______________
6. e-mail ID of the Firm : _______________
Thanking you.
For ______________
Chartered Accountants
Firm Registration No. (FRN): __________
___________
Proprietorship / Partner
Membership No.: _______
NOTICE OF EXTRA ORDINARY GENERAL MEETING
NOTICE is hereby given that an Extra-Ordinary General Meeting of the members of __________ (Name of the Company) will be held on ____ (Day), the _____ (Date) of _______(Month), ____ (Year) at ____ A.M./P.M. at the registered office of the Company, to transact the following business:
Item No. 1: Appointment of Statutory Auditors in casual vacancy
To consider and, if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), consent of the members be and is hereby accorded to appoint ___________________., Chartered Accountants (Firm Registration No. _______) as Statutory Auditors of the Company for the Financial Year ______ until the conclusion of ensuing Annual General Meeting on such remuneration as may be fixed by the Board of Directors of the Company in consultation with them.
RESOLVED FURTHER THAT Board of Directors of the Company, be and is hereby empowered and authorised 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 e-forms with Registrar of Companies.”
|
On behalf of the Board |
|
| ________ | |
| Director | |
| Place: ______
Date: ______ |
DIN: _________
Address: _________ |
NOTES:
1. A Member entitled to attend and vote at the Extra-Ordinary General Meeting (EGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company’s Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the commencement of the EGM. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
2. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged with the Company, at any time between 9 A.M. and 6 P.M. provided that not less than three day notice in writing is given to the Company.
3. The explanatory statement pursuant to section 102(1) of the Companies Act, 2013 is annexed herewith.
4. Corporate Members are requested to bring Board Resolution authorizing Authorised Representative to attend and vote on its behalf.
5. A Route map showing Directions to the venue of the Extra Ordinary General Meeting is given at the end of this notice (Annex Route map)
| On behalf of the Board | |
| ________ | |
| Director | |
| Place: ______
Date: ______ |
DIN: _________
Address: _________ |
EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013
ITEM NO. 1
____________ (Old Auditor), Chartered Accountants (FRN: ________), the existing Auditors of the Company has resigned from the office of Statutory Auditor of the Company, resulting into a casual vacancy in the office of Auditors. In terms of the provision of Section 139(8) of the Companies Act, casual vacancy arising due to resignation of Auditor can be filled by the Board of Directors within 30 Days subject to approval of Shareholders at a general meeting convened within three months of the recommendation of the Board.
Therefore, the Board of Directors of the Company in its meeting dated ____________ proposed the appointment of ____________ (New Auditor), Chartered Accountants (FRN: ________), as Statutory Auditors to fill the casual vacancy caused by resignation of __________ (Old Auditor), Chartered Accountants.
____________ (New Auditor), Chartered Accountants (FRN: ________), have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that their appointment if made by the members, would be within the limits prescribed under the Companies Act, 2013.
The Board hereby lays the matter in the General Meeting of the Company for consideration of members and the same is to be passed as Ordinary Resolution.
None of the directors of the Company is concerned or interested in the proposed resolution.
| On behalf of the Board | |
| ________ | |
| Director | |
| Place: ______
Date: ______ |
DIN: _________
Address: _________ |
INTIMATION LETTER
Date
To
M/s ________
Chartered Accountants,
Add. __________
Subject: Appointment of _________________ as a Statutory Auditors of the Company as per the provisions of Section 139 of the Companies Act, 2013
Dear Sirs,
With reference to your consent letter dated _________ on the subject sited above, we are pleased to inform you that the members of the Company at their Extra-Ordinary General Meeting (“EGM”) held on ___________, have approved the appointment of your firm viz. ____________, Chartered Accountants (Firm Registration no. ______), as Statutory Auditors of the Company for the financial year _____ until the conclusion of ensuing Annual General Meeting of the Company.
Thanking you,
Yours faithfully,
For ________ (Name of the Company)
_________________
| Director |
| DIN: _________
Address: _________ |
Author of the article: Natasha Kapoor, Company Secretary (CS)
For any queries pertaining to the matter above the author can be reached at natashakapoor0701@gmail.com
Author Bio
Very helpful article.
This is so helpful. Well written.
Helpful article 😁