Sudharsan (Article, CA Final) (39 Points)
27 December 2010
Dear Sir,
Two audit firms X & Co. (8 partners) and Y & Co. (8 partners) merge and start a new audit firm with the name X & Co, with 2 partners from Y & Co and 7 from X & Co.
Y & Co. has a listed company as one of its clients. The listed company decides to have the merged audit firm X & Co. as its auditor.
Does the merger create a casual vacancy in the office of auditor of the listed company, i.e. whether a board / shareholder's resolution is required to give effect to the same.
udit sharma
(Company Secretary)
(2303 Points)
Replied 27 December 2010
Hi....
As per section 224(6) the Board of Directors is empowered to fill the casual vacancy in the office of the Auditor.
However, any casual vacancy caused due to the resignation of the Auditor, shall be filled only in the General Meeting with the consent of the members by way of an Ordinary Resolution.
In the above case, the Board of Directors can fill the casual vacancy and the auditor appointed to fill in the casual vacancy shall hold the office till the next AGM of the Company.
God Bless
Udit Sharma
Muralidharan
(Self Employed)
(1034 Points)
Replied 27 December 2010
Dear Mr.Sudarshan
I concur with the view of Mr.Udit Sharma. The merger of two partnership firms (audit firms) cannot be construed as a casual vacancy caused by the resignation of the auditors. Hence in my view the board of directos has the powers to appoint the merged audit firm (in your case X & Co) as statutory auditors until the next annual general meeting.
For your kind information I give below a note of a public limited company given to national stock exchange. the company has faced the similar situation. the board of the company had appointed the merged entitity as its auditors until the next agm. The website link is also provided for your information.
Dynacons Systems & Solutions Ltd. has informed the Exchange that the Board of Directors of the Company in their meeting convened on March 10, 2010 have considered and approved the appointment of M/s. P.C. Ghadiali & Co. to hold office as Statutory Auditors of the Company for the period January 01, 2010 until the conclusion of the next annual general meeting of the Company in place of existing auditors M/s. Soni Palan and Associates, due to Casual Vacancy arising out of dissolution of their firm resulting from the merger of two Firms of the auditors, namely M/s. Soni Palan and Associates and M/s. P.C. Ghadiali and Co.
https://www.nseindia.com/marketinfo/companyinfo/eod/announcements.jsp?symbol=DYNACONS
with regards
Muralidharan
sivaram
(Asst Mgr-Taxation)
(6918 Points)
Replied 27 December 2010
Please clarify my Doubts in case of Reconstitution of Firm the auditor can just inform the name change to the company but in this case it is a Dissolution of Firm then whether it amounts to Casual Vaccancy ? please clarify
Jayashree S Iyer
(Company Secretary)
(3224 Points)
Replied 27 December 2010
Reconstitution of the firm will not amount to dissolution of firm and hence reconstitution will not result in casual vacancy.
CA Atul Gangwar
(Coal India manager)
(100 Points)
Replied 27 December 2010
| Originally posted by : Jayashree S Iyer | ||
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Reconstitution of the firm will not amount to dissolution of firm and hence reconstitution will not result in casual vacancy. |
 |
right sir ji
Sudharsan
(Article, CA Final)
(39 Points)
Replied 27 December 2010
Thank you all, for your valid posts.
CAclubindia
