Appointment of auditor by board

Page no : 2

Rohan (Article Assistant) (62 Points)
Replied 20 December 2011

Originally posted by : Ankur Garg

Dear Gopal,

Kindly appreciate Form 23B is required only in case of appointment of Statutory Auditors as desired by Section 224 (1A) and the same requirement is not applicable in case of appointment of first auditor under section 224(5).
Various eminent experts are of the same view.

Further form 23 is required to be filed under section 192 for registration of certain resolutions and agreements and for special resolutions. In other words whenever a company pass a special resolution form 23 is required to be passed.
Appointment of auditor is done by ordinary resolution so form 23 is also not required in your case.
Form 23 is required for the appointment of auditor only in 1 case when appointment of auditoe is made under section 224A.

Revert in case of any doubt.

Regards

Dear Anku Ji,

1) Although it is clear from your reply that 23B need not be filed in case of appointment of First Auditor but do we have do upload or intimate ROC by Board Resolution that particular firn is appointed as Auditor?

2) Also when Annual Return is filed should we write z9999999 as reference number for form 23B as we will not have actual SRN number at that time.

Please spare time for the above queries.

Rohan Parikh

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Sanjay Gupta (Accounts Manager) (22 Points)
Replied 10 March 2012

Dear Ankur sir, please replay earliest A company incorporation in Aug. 2009 and company appoint first auditor in march 2012 can a auditor file form 23-b in the month of march.2012 and any violation of section or rule. tell me and what is penlty

prakash (Company Secretary) (1352 Points)
Replied 10 March 2012

According to Section 224 (6) (a) The Board may fill any casual vacancy in the office of an auditor; but while any such vacancy continues, the remaining auditor or auditors, if any, may act:

Provided where such vacancy is caused by the resignation of an auditor, the vacancy shall only be filled by the company in general meeting.

(b) Any auditor appointed in a casual vacancy shall hold office until the conclusion of the next annual general meeting.

prakash (Company Secretary) (1352 Points)
Replied 10 March 2012

saranya

According to Section 224 5(b) if the Board fails to exercise its powers under this sub-section, the company in general meeting may appoint the first auditor or auditors. in section 224 it is not prescribed any penal provisions for non appointment of auditor by board within one month from incorporation, I do not think directors are quetionable this regard.

ksubashinee (Excutive) (29 Points)
Replied 21 June 2012

Ankur ji, can a company appoint the First Auditor in the Second Board Meeting (but within one month from the date of Registration) & is that appointment valid

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 21 June 2012

Originally posted by : ksubashinee
	Ankur ji, can a company appoint the First Auditor in the Second Board Meeting (but within one month from the date of Registration) & is that appointment valid

Yes this is absolutely possible and valid. But that second board meeting should be help within one month from the date of registration.

Thanks

ksubashinee (Excutive) (29 Points)
Replied 21 June 2012

Thank you sir, and yet another help required is there any case law for this situation, and generally where can we get the company case laws in web

sandesh (account officer) (24 Points)
Replied 20 August 2012

Hii, my company is incorporated in Aug-2010, first AGM held on 31/12/2011. Since the Auditor was appointed by passing board resolution & not in AGM. as per my knowledge it is not require to file 23B.

My question is, if 23B is not require than, while converting data into XBRL format 23B SR no. is required to be filled.

Please advise.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 20 August 2012

IN that case you may fill Z99999999.

However, this is to advice you that in case of first auditor as well form 23B should be filed.

manisha (student) (23 Points)
Replied 28 August 2012

hi, ankur sir,pl. resolve my query

the first statutory auditors need not file form 23b for the year then at the time of filing form 23ac, what SRN number should we give in place of srn number of form 23b...