PROCESS OF APPOINTMENT OF AUDITOR

STEP 1. INTIMATION FOR APPOINTMENT BY COMPANY TO AUDITOR.

Date of Such Intimation will be before the Date of Board Meeting in which Notice of AGM will be issue.

STEP 2. CONSENT & CERTIFICATE BY AUDITOR TO COMPANY

Date of Consent & Certificate will be after the Date of Letter of Intimation and before the Date of Board Meeting in which Notice of AGM will be issue.

STEP 3 – ISSUE OF NOTICE OF AGM BY COMPANY BY PROPOSING APPOINTMENT OF SUCH PERSON AS AUDITOR OF COMPANY.

STEP 4- APPOINTMENT OF AUDITOR IN GENERAL MEETING BY PASSING OF ORDINARY RESOLUTION.

STEP 5- ISSUE OF INTIMATION LETTER BY COMPANY TO AUDITOR WITH IN 15 DAYS OF ANNUAL GENERAL MEETING

STEP 6- FILLING OF FORMAT-1 AND CONSENT OF AUDITOR AS AN ATTACHMENT IN GNL-2 WITH MCA BY COMPANY WITH IN 15 DAYS OF AGM.


APPOINTMENT OF AUDITOR,

Section – 139 read with rules The Companies

(Audit and Auditors) Rules, 2014

YOU MAY SEE THE FOLLOWING TABLE SHOWING THE RELEVANT PROVISIONS RELATING TO APPOINTMENT OF FIRST AUDITOR OF COMPANY.
Which Section will apply for appointment of First Auditor Section 139(1)
Who will Appoint First Auditor Board of Directory By Passing Board Resolution in Board Meeting
Time Limit for Appointment of First Auditor Within 30 days from Incorporation of Company
Who will Appoint First Auditor if Board of Director Fails to Appoint First Auditor Members of Company by Passing of Ordinary Resolution in Extra Ordinary General Meeting
What is the Tenure of Office of First Auditor? First Auditor may hold office until conclusion of First Annual General Meeting
Whether First Auditor can be remove before First Annual General Meeting, If appointed in General Meeting. Yes, by Members of Company by Passing of Special Resolution, After obtaining the previous approval of Central Government in that behalf
Whether First Auditor can be Appoint Through AOA & MOA. No, the Appointment of First Auditor by the Articles of Company will not be valid.

DRAFTS OF THE DOCUMENTS REQUIRED FOR THE APPOINTMENT OF AUDITOR

I. INTIMATION FOR APPOINTMENT BY COMPANY TO AUDITOR

 22nd August, 2014

M/s Name of auditor firm.

Chartered Accountants,

Address:————

Ref: Consent & Certificate for re-appointment as statutory auditor under the Companies Act, 2013

Dear Sir,

The company is planning to hold 1st Annual General Meeting on 25th September, 2014 and in accordance with provisions of Section 139 of Companies Act, 2013, we need your consent and certificate under section 141 of Companies Act, 2013 for your re-appointment as Statutory Auditor of Company.

Thanking you,

Yours sincerely,

For Name of Company

 

(Name of Director)

Director

DIN: —————

Add: ————-


II. CONSENT OF AUDITOR

To

Date: 25th August, 2014

The Board of Directors

Name of Company

Address

Dear Sirs,

Sub: Letter of Consent for re-appointment as auditors of Divine Advertisers Private Limited.

We thank you for your letter dated: 22nd August, 2014, seeking our consent for re-appointment as auditors of Divine Advertisers Private Limited (“the company”). We hereby consent to our re-appointment as auditors of the company pursuant to the provisions of Section-139 of the Chapter X of the Companies Act, 2013.

Thanking you,

Yours Sincerely,

Name of Auditor Firm

Chartered Accountants

Firm Registration No. ———–

 

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(Name of Partner/Proprietor)

Partner

Membership No. ———–

Place: Delhi


III. ELIGIBILITY CERTIFICATE FROM AUDITOR

Certificate

[Pursuant to the provisions of Section 139 of the Chapter X of the Companies Act, 2013 read with

the Companies (Audit and Auditors) Rules, 2014]

Date: 25th August, 2014

To,

The Board of Directors

Name of Company

Address

 

Dear Sirs,

Sub: Letter for re-appointment as statutory auditor under the Companies Act, 2013

In connection with re-appointment of Name of Auditor firm. (“the Firm”), Chartered Accountants as auditors of Divine Advertisers Private Limited (“the Company”) in accordance with the provisions of the Companies Act, 2013 (the Act) and rules and regulations made there under, we are pleased to confirm that:

1) The firm is eligible for re-appointment and is not disqualified for re-appointment under section 141 of the Companies Act, 2013, the Chartered Accountant Act, 1949 and rules and regulations made thereunder;

2) Our proposed re-appointment would be as per the terms 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 proceedings pending against either of the partners or the firm with respect to professional matters of conduct.

5) We satisfy other criteria as provided under Section 141 of the Act.

Thanking you,

Yours Faithfully,

Name of Auditor Firm

Chartered Accountants

Firm Registration No. ———–

 

(Name of Partner/Proprietor)

Partner

Membership No. ———–

Place: Delhi

III. LANGUAGE IN NOTICE FOR APPOINTMENT

Re-appointment of Auditor

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section- 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s. Name of Chartered Accountant., Chartered Accountants, (FRN No. ———-) be and is hereby re-appointed as Auditor of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 6th AGM of the Company to be held in the year 2019 (subject to ratification of their re-appointment at every AGM), at such remuneration as may be agreed upon between the Board of Directors and Statutory Auditors, in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.

IV. LANGUAGE IN DIRECTOR REPORT.

Auditors of the Company M/s Name of firm., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the conclusion of 6th Annual General Meeting of the company to be held in the Year 2019 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the ensuing Annual General Meeting).

As required under the provisions of section – 139(1) of the Companies Act, 2013, the company has received a written consent from M/s Name of firm., Chartered Accountant to their re-appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013. The Board recommends their appointment.

V. LANGUAGE OF ordinary resolution.

1. RE-APPOINTMENT OF RETIRING AUDITORS

The Chairman informed the meeting that the Retiring Auditors, M/s NAME OF AUDITOR FIRM., Chartered Accountants, have shown their willingness to be re-appointed as Auditors of the Company and have confirmed that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

On this connection, the Chairman invited the member/s to propose the following resolution which was proposed by Mr. Sumit Khanna the Managing Director and Member of the Company:

“RESOLVED THAT pursuant to the provisions of Section- 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s. NAME OF AUDITOR FIRM., Chartered Accountants, (FRN No. ————–) be and is hereby re-appointed as Auditor of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 6th AGM of the Company to be held in the year 2019 (subject to ratification of their re-appointment at every AGM),

FURTHER RESOLVED THAT the remuneration of the Statutory Auditors of the Company be and is here-by decided either by Mr. Name of Director or Mrs. Name of Director, both Directors of the Company.”

The resolution then was seconded by Mr. Name of Director, Director /Member of the Company.

The Chairman then put the resolution to members present at this meeting to vote by show of hands in response to which all the members present, raised their hands in favor of the resolution. Then the Chairman declared the same as passed unanimously.

VI. INTIMATION LETTER TO AUDITOR.

25th September, 2014

M/s Name of auditor firm.

Chartered Accountants,

Address:————

Sub. : Reappointment as Statutory Auditors of the Company.

Dear Sir,

With reference to the resolution passed at the Annual General Meeting held on 25th September, 2014, we bring to your kind notice that you have been re-appointed as Statutory Auditors of the Company till the conclusion of the 8th AGM of the Company to be held in the year 2019 (subject to ratification of their re-appointment at every AGM). The remuneration shall be decided mutually.

Thanking you,

Yours sincerely,

For Name of Company

 

(Name of Director)

Director

DIN: —————

Add: ————-

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 Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com, Mob: +91-8130757966)

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0 responses to “Impact of Companies Act- 2013 & Rules on Statutory Auditors – Section- 139”

  1. shweta Madan says:

    whether auditor so appointed due to casual vacancy holds the office from the date of
    this AGM till the conclusion of next AGM? If so, question arises that appointment is still
    continued or required to be further reappointment of auditor in next AGM.

    Please reply as soon as possible.

  2. amit kumar says:

    Dear Sir,
    I want to know date on which The company Act 2013 shall be applicable in context to appointment and resignation of auditor.(i.e. date on which auditor should resign/appoint to avoid new company act 2013 ).

  3. Nikhil Srivastava says:

    THANK YOU SIR, IT WAS VERY HELPING

  4. Heena says:

    Sir
    my query is the company was incorporated on January 2013 but was unable to appoint statutory auditors.So what are the cosequences and penalty for the same if they appoint the auditors today… what are the forms to be filled to ROC. Please reply to my query as early as possible.
    Thanking You

  5. ARJIT says:

    THANK YOU SIR.

  6. Neha says:

    Thanks you. It was very helping.

  7. Rubul says:

    @Paraj it will be u/s 140(4) Appointing auditor other than the retiring Auditor. 140(1) is removal of auditor in midst of F.Y

  8. Ruchi Aggarwal says:

    Dear Sir,

    There is a situation in which auditor is associated with the company since Incorporation like 2006 and he is still take it position as an auditor then i want to know as per Companies act 2013 for how many years auditor can be appointed or re-appointed in the AGM as on 30th Sep 2014.

  9. B.Chackrapani Warrier says:

    Read. Thanks.

  10. paraj kaoor says:

    Hon’ble sir,
    if the members don’t ratify appointment of Auditor at any AGM (say 4th AGM) before the 6th AGM, what will that amount to:-
    1) casual vacancy u/s 139(8) ?? OR
    2) Removal of auditor before the expiry of his term u/s 140(1) ?? OR
    3) Removal of Auditor at AGM u/s 140(4) ?? or
    4) anyother provision will be attracted??
    thanks in advance sir

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