Summary: The appointment of auditors in private companies is governed by specific regulations. The first auditor is appointed by the Board of Directors within 30 days of the company’s registration and may also be elected during an extraordinary general meeting of shareholders. This first auditor holds office until the conclusion of the first Annual General Meeting (AGM). Following this, subsequent auditors are appointed during the first AGM and serve until the end of the sixth AGM. To appoint a subsequent auditor, certain documents must be submitted, including a certified resolution from the AGM, a written consent letter from the auditor, and a certificate confirming that the auditor is not disqualified under Section 141 of the Companies Act, 2013. The certified resolution details the appointment terms, including the auditor’s name, financial year, and remuneration, along with authorization for a company director to undertake necessary actions. The auditor’s consent letter must confirm eligibility and compliance with relevant regulations. Additionally, a copy of the appointment intimation sent to the auditor is required to formalize the appointment. This structured process ensures transparency and compliance with legal obligations.
First Auditor
First auditor is appointed by the Board of Directors of the Company, within 30 days of registration of the Company. The auditor can also be appointed in an Extraordinary general meeting of the shareholders. The first auditor may hold office till the conclusion of the 1st Annual General Meeting.
Subsequent Auditors
Once the first auditor vacates office after the 1st Annual General Meeting, the subsequent auditor is appointed in the 1st Annual General Meeting and such auditor shall hold office till the end of the 6th Annual General Meeting (AGM). The appointment shall be in accordance with the conditions laid down by the auditor.
Documents required for appointment of subsequent auditor
1. Certified Resolution of the Annual general meeting
2. Written Consent letter from the Auditor
3. A certificate from the Auditor that he/she/it is not disqualified to be appointed as an Auditor under section 141
4. Copy of the intimation sent by company to the auditor
Draft Format of the documents required for appointment of Auditor
Certified Resolution of the Annual General Meeting
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF ——————HELD ON ————- AT THE REGISTERED OFFICE OF THE COMPANY FROM ——– A. M. /P.M to ______A. M. /P.M.
“RESOLVED THAT pursuant to provision of section 139 of the Companies Act 2013 (as amended or reenacted from time to time) and other applicable provision of the companies Act 2013 and considering the recommendations made by the Audit Committee (mentioned only if applicable), the consent of the shareholders be and is hereby accorded for M/s…………………..…, Chartered Accountants for appointment as the statutory auditor of the company for the financial year ………………..……., from the conclusion of the forthcoming annual general meeting till the conclusion of ____________Annual general meeting, at a remuneration to be decided in mutual consent.
RESOLVED FURTHER THAT Mr. ____________, Board of Directors of the Company be and is hereby authorized for and on behalf of the Company to take all necessary steps and to do all such acts, deeds, filing and things which may deem necessary in this behalf.
For and on behalf of
<Company Name>
<Director Name>
DIN
AUDITOR’S CONSENT AND CERTIFICATE
[Pursuant to the provisions of Section 139 of Chapter X of the Companies Act, 2013]
To,
<Name of Company>,
<Address of Company>
Sub: Consent for Appointment as Auditor and Certificate of Eligibility
Dear Sir,
Pursuant to the section 139 of the Companies Act, 2013 read with rules made thereunder, I/We, <name of auditor>, Chartered Accountant/Firm hereby give my/our consent for being appointed as Statutory Auditor of <name of company> for the financial year <year of appointment>.
Further, I hereby certify the following conditions:
1. The firm is eligible for and is not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules and regulations made thereunder;
2. The proposed appointment is as per the terms provided under the Companies Act, 2013;
3. The proposed appointment is within the limits laid down by or under the authority of the Companies Act, 2013;
4. There are no proceedings against the auditor or audit firm pending with respect to professional matters of conduct.
I/We also certify that I/we satisfy the criteria and am/are qualified u/s 141 of the Companies Act, 2013 to be appointed as the Statutory Auditor of the Company.
We look forward to the professional relationship with the company.
Thanking You,
Yours Faithfully
For <CA Firm Name>
Chartered Accountants
FRN <Firm Registration Number>
<name of CA>
Membership No.:
Copy of the intimation sent by company to the auditor
To,
<Name of CA Firm>
<Address of CA Firm>
Subject: Appointment as Statutory Auditor of the Company
Dear Sir,
We are pleased to inform you that the <Company Name> at their Anual general meeting held on <Date of Meeting> have appointed your firm as the Statutory Auditors of the Company and to hold office up to the conclusion of the _____ Annual General Meeting on such remuneration as mutually decided. You are requested to confirm your acceptance for our further needful.
Thanking You,
<Name of Company>
<Name of Director>
Director
DIN: <DIN Number>
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