PRACTICLE ASPECT
ON
APPOINTMENT OF AUDITOR IN CASE OF RESIGNATION
An auditor appointed under section 130 of Companies Act 2013, can resign after his or her appointment. When an auditor ceases to hold office after resignation as company auditor, the auditor is obliged under section 140 of companies act 2013 read with rule 8 of the companies (audit and auditors) rules, 2014 to notify registrar of companies or ROC within 30 days from the date of resignation by Fling a statement in the prescribed form ADT3.
E Form ADT-3 is required to be filed pursuant to Section 140(2) of the Companies Act, 2013 and Rule 8 of the Companies (Audit and Auditors) Rules, 2014 which are reproduced for your reference.
Section 140:
(2) The auditor who has resigned from the company shall file within a period of thirty days from the date of resignation, a statement in the prescribed form with the company and the Registrar, and in case of companies referred to in sub-section (5) of section 139, the auditor shall also file such statement with the Comptroller and Auditor-General of India, indicating the reasons and other facts as may be relevant with regard to his resignation.
Rule 8:
Resignation of auditor —For the purposes of sub-section (2) of section 140, when an auditor has resigned from the company, he shall file a statement in Form ADT-3.
I. RESIGNATION BY THE STATUTORY AUDITOR AND FILING OF ADT-3 FORM BY RESIGNING AUDITOR
Auditor shall give resignation letter to the company and shall file the E Form ADT-3 with the concerned Registrar of companies within 30 days from the date of his resignation. In ADT-3 Forms, following information need to be given:
i. Name of Resigning Auditor Firm
ii. Address of Resigning Auditor Firm
iii. Ph. No. of Resigning Auditor Firm
iv. PAN of Resigning Auditor Firm
v. Registration No. of Resigning Auditor Firm
vi. E-Mail of Resigning Auditor Firm
vii. Reason of Resignation
viii. To attach the scan pdf copy of Resignation Letter with ADT-3 Form
ix. Fill the details of Member who shall sign the ADT-3 Form with his membership No. and Associate/ Fellow
x. Digitally sign the ADT-3 Form by the member of the Resigning Auditor Firm
Penal provisions
As per Section 140(3), If the auditor does not comply with sub-section (2), he or it shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees. Therefore, if the auditor fails to inform the ROC about the resignation then there may be penalty of Rs. 50,000/- to 5 lacs.
II. PROCEEDINGS BY THE COMPANY
The New Auditor Firm shall be appointed by the company under section 139 (8)(i) of the Companies Act, 2013 which is read as follows:
(8) Any casual vacancy in the office of an auditor shall—
(i) 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 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;
Sequence of events for Resignation of Existing Auditor and appointment of New auditor will be as follows:
For the Company
1) Receive the Resignation Letter along with Form ADT-3 from the resigning Auditor. {Format of Resignation Letter has been attached at end of this Article}
2) Call a Board Meeting for acceptance of the resignation.
3) Obtain the consent letter and certification under section 139 and 141 from the proposed New Auditor Firm. {Format of Consent Letter has been attached at end of this Article}
4) Call a Board Meeting for filing the Casual Vacancy and approve the notice for EGM. {Format of Notice for holding EGM has been attached at end of this Article}
4) Hold the EGM and approve the Auditor’s Appointment.
5) Intimate the New Appointed Auditor Firm regarding his appointment till the conclusion of ensuing AGM. {Format of Intimation Letter has been attached at end of this Article}
5) Now file Form No.MGT-14 for the filing of the Resolution passed at EGM. {Format of Copy of Resolution passed at EGM has been attached at end of this Article}
6) File ADT-1 for new Auditor’s Appointment.
III. FILING OF DOCUMENTS/ E FORMS BY THE COMPANY FOR APPOINTMENT OF NEW AUDITOR FIRM
E Form MGT-14
In E Form MGT-14, copy of resolution passed at meeting of Member and Explanatory statement under section 102 needs to be attached
E-FORM ADT-1
DETAILS TO BE FILLED IN ADT-1 Form
The company shall file the E Form ADT-1 with the concerned Registrar of companies within 30 days from the date of appointment of New Auditor Firm. In ADT-1 Forms, following information need to be given:
i. Name, Address, PAN, Registration No. and E-Mail Id of New Appointed Statutory Audit Firm of Resigning Auditor Firm
ii. Period of accounts for which the Auditor is appointed
iii. No. of Financial Years to which the appointment relates
iv. No. of Financial Years if the audit of the company has been done by the Firm in Earlier Years
v. To Tick the column No. 5 that Auditor has not been appointed in AGM.
vi. Date of appointment shall be given as date of Board Meeting in which he was appointed.
vii. SRN of ADT-3 need to be given
viii. Information of the Resigned Audit Firm
ix. Attach Intimation Letter, Consent of New Auditor Firm appointed at EGM and Copy of resolution passed at Meeting of Members of the company
x. Digitally sign the ADT-1 Form by the Director/ Mg. Director of the company
Click here to download the required format
Regards: CS Mohit Saluja,
Mohit Saluja & Associates,
2nd Floor, Malhotra Complex, Sehdev Market, Jalandhar
E-Mail Id: csmohitsaluja@gmail.com
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