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Change in Constitution of Auditor from individual to firm

AMOL (STUDENT) (12 Points)

02 November 2018

Hi All,

If Auditor (individual) been appointed for statutory Audit in AGM and before issuing Statutory Audit report convert to firm then :

1. Company has to file ADT-3 for resignation of auditor(individual) and ADT-1 appointing new auditor(firm)

or

2. Company can pass resolution and ratify it in board meeting and take note in directors report.

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7 Replies

Vibha Trivedi (437 Points)
Replied 02 November 2018

The Individual Auditor shall file form ADT-3 for resignation
Then the Audit Firm shall be appointed at the Board Meeting to fill the Casual Vacancy within 30 days of resignation.
This Appointment of Audit Firm shall be approved by shareholders at a EGM called and held within 3 months of recommendation of Board to appoint the Audit firm.
The Audit Firm shall hold office till the conclusion of next Annual General Meeting.
At the General Meeting the Audit Firm shall be reappointed by filing form ADT-1.

Thus one ADT 3 shall be filed. Two ADT 1 shall be filed. One for appointment till AGM and second one for appointment at the AGM.

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AMOL (STUDENT) (12 Points)
Replied 02 November 2018

Thanks for response.

Here PAN of the Auditors is same, and signing persons is also same.

Vibha Trivedi (437 Points)
Replied 02 November 2018

My reply is based on the understanding that the Individual Auditor has now formed a firm comprising two or more auditors in your case.

The Individual Auditor is different and Audit firm is different.

As per my understanding as the CA, 2013 does not contain any specific provisions regarding the situation in your case we should comply with general provisions.

The Act recognises the difference in Individual Auditor and Audit Firm in Section 139(2) regarding rotation of auditor. Rotation time for individual is five consecutive years and for audit firm it is two terms of five consecutive years.

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AMOL (STUDENT) (12 Points)
Replied 02 November 2018

it ok for you if debate on this.

please let me know, so we can get clarity on this.

here as the auditor is same and pan is same and auditor sign by same person, then it's not necessary to file ADT 3 and ADT 1.

just taking note of this board meeting will sufies.

please clarify if me if any mistake

Vibha Trivedi (437 Points)
Replied 03 November 2018

Sir, I would like to tell you that it would be okay if ADT-3 is not filed as there is no resignation as such (but during our management training we were instructed to file ADT 3 for situations as in your case)

But ADT-1 has to be filed in any case as it is a clear cut case of casual vacancy under section 139(8) of the Companies Act, 2013. Now the Auditor cannot practice in his individual capacity so it is a case of casual vacancy. This has to be filled by the Board and ADT-1 will be filed.

Further, a question may arise while filing ADT-1 for the appointment of Audit Firm to fill the casual vacancy as to what shall be written in SRN of relevant form( which is asked in case you say yes to the question whether auditor is appointed to fill the casual vacancy), i tell you to fill the SRN of ADT-1 of individual auditor.( I am telling this because mostly people fill the SRN of ADT 3 but adt 1 help kit instructs to fill the SRN of ADT 1).

As we know the the Auditor appointed to fill the casual vacancy holds office till the conclusion of next AGM. Hence ADT 1 at the AGM will also be filed for further term.

Thank You

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Dhairya (Article Assistant) (32 Points)
Replied 17 October 2020

If a chartered accountant who is a partner of An X. auditor firm, now the firm X dissolves & he forms another partnership firm Y with another CA. Now The question, The same CA is signing the Report but the firm[FRN] has changed so on the company has to file Both ADT-3 & ADT-1 as the report is sign by same CA.

SANJAY AGRAWAL (CHARTERED ACCOUNTANTS) (37 Points)
Replied 03 January 2022

Where a Proprietorship Concern having Trade Name and FRN No from ICAI and is converted to partnership, its FRN No as well as Trade Name remain same when firm is reconstituted. I am of the opinion under these circumstances there is no casual vacancy occurs and there should not be any requirement of re-appointment and filing of requisite forms with ROC. Thus original appointment for five years will remain valid.