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Appointment of auditor other than retiring auditor in agm

Sheetal Goel (CA, CS) (62 Points)

26 June 2013

The Statutory Auditor of a Private company has expressed his unwillingness to be reappointed in AGM for the next term.

so another Auditor is to be appointed in place of the retiring Auditor(Plese note that the existing auditor is not removed)

Please give me the detailed procedure to accept his resignation and how to appoint new Auditors along with respective resolutions in the AGM.

Thanks

Sheetal Goel

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4 Replies

Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 26 June 2013

Hi Sheetal...

Pls go through the following steps...

1. Obtain a NOC letter from the retiring auditor for appointment of another auditor ...

2. obtain the 224 (1B) certifcate from the new auditor.

3. pass an ordinary resolution in the AGM for the same...

4. Give intimation to the new auditors within 7 days from AGM...

5. Ask the new auditors to file form 23B within 30 days.

Hopefully your queries are satisfied..

Rajat Poddar (Qualified CS and CA Finalist) (3355 Points)
Replied 26 June 2013

APPOINTMENT OTHER THAN A RETIRING AUDITOR [Section 225] As per section 225 a special notice of a resolution to be moved at an annual general meeting for appointing an auditor other than the retiring auditor or removing of an existing auditor is given to the company in the manner as prescribed under the Act.

Following two types of resolutions or notice may be given under section 225 of the Act

(a) resolution at an annual general meeting for appointment of a person other than a retiring auditor as auditor; and

(b) resolution at an annual general meeting providing expressly that retiring auditor shall not be reappointed.

Special notice has to be given to the company at least 14 days before the date of the meeting. The period of 14 days is exclusive of both the day of meeting and the day of notice. Moreover, special notice has to be given 14 days before the date of the original meeting and not adjourned meeting. Thus, special notice received after the adjournment of original meeting cannot be taken and acted upon by a company.

Any non-compliance with the provisions of the said section would render such a resolution illegal and ineffective. Section 190 which provide a resolution requiring special notice applies to special notice under section 225. Section 190 which provide a resolution requiring special notice applies to special notice under section 225.