Appointment of auditor when old auditor resigned.

This query is : Open

CA Atihash Agarwal (Querist)
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25 September 2014 An Auditor Mr X of Company ABC Pvt Ltd resigned on 19/8/2014.

Now the company wants to appoint Mr F as the auditor.

Agm is to be hold on 28/9/2014.

What is the procedure of appointment of new auditor and filing of documents to roc.

pls advice.

CA. Srinath C

CA. Srinath C (Expert)
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25 September 2014 APPOINTMENT OF AUDITOR WHEN RESIGNATION IS GIVEN BY EXISTING AUDITOR: This situation is called CASUAL VACANCY:

Casual Vacancy (CV):
•
CV caused because of resignation : In case of Casual vacancy because of resignation by auditor then appointment of auditor on his place by BOD within 30 days but the same should be approved by the company within 3 months of recommendation and shall hold office till conclusion of next AGM

• CV caused because of other reasons (disqualifications as per 141) : By BOD within 30 days, No approval.

SPECIAL BUSINESS:
Appointment of Statutory Auditors to fill casual vacancy

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(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), M/s. -------., Chartered Accountants, New Delhi be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of ------------------., Chartered Accountants, ------------.

Resolved further that M/s. -------------------., Chartered Accountants, New Delhi be and are hereby appointed as Statutory Auditors of the Company from this Extraordinary 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, 2014 on such remuneration as may be fixed by the Board of Directors in consultation with them.”

Explanatory Statement under Section 102(1) of the Companies Act, 2013:

M/s. -----------., Chartered Accountants, have tendered their resignation from the position of Statutory Auditors due to unavoidable circumstances, resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013 (“Act”). Casual vacancy caused by the resignation of auditors can only be filled up by the Company in general meeting. Board proposes that M/s. -------------------., Chartered Accountants, New Delhi, be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M----------., Chartered Accountants. M/s. ---------., Chartered Accountants, Place , 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.

Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members.
None of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution.