Appointment of auditor other than retiring auditors

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Swapnil Jain (Querist)
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17 September 2014 Dear Members,

Please guide me on the procedure to appoint a new auditor in place of existing auditor at an upcoming AGM of a private limited company. The appointment of new audtior has to be done because the existing audtior has expressed his unwillingness to be appointed as auditor.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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18 September 2014 Procedure – where casual vacancy arises due to resignation of existing auditor

1. Intimate the proposed auditor(s) regarding the intention of appointing him/it as auditor and ask whether he/ it is eligible and not disqualified to be appointed as auditor of the company.

2. Obtain consent & certificate from auditor.

3. If Audit Committee required to be constituted under section 177, then obtain its recommendation (Section 139(11)).

4. Call Board meeting for the purpose of following:-

• Appointment of auditor in casual vacancy.
• Considering that the qualification & experience are commensurate with the size & operations of the company.
• Recommending the members to approve the appointment.
• Calling of EGM(to be held within 3 months from date of Board meeting).

5. Intimate the Auditor and file with ROC form ADT-1(to be attached in form GNL-2 as per MCA circular 09/2014 dated 25th April, 2014) within 15 days of EGM(since the appointment is not final until approval of members).

RESIGNATION OF AUDITOR
As per section 140(2) the Auditor who has resigned from the company shall file within a period of 30 days from the date of resignation, a statement in the prescribed form with the company and ROC indicating the reasons and other facts as may be relevant with regard to his resignation in form ADT-3(to be attached in form GNL-2 as per MCA circular 09/2014 dated 25th April, 2014).

Swapnil Jain

Swapnil Jain (Querist)
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18 September 2014 Dear Mitesh Sir,

Thank you for your reply, Sir... but my doubt is that the term of auditor has expired... and he wish not to be reappointed... so does unwillingness to be re-appointed after term end amounts to resignation and the procedure of resignation to be followed?

Thanks in advance

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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18 September 2014 1. Obtain NOC from retiring auditor for appointment of another auditor

2. Intimate the proposed auditor(s) regarding the intention of appointing him/it as auditor and ask whether he/ it is eligible and not disqualified to be appointed as auditor of the company

3. Obtain consent & certificate from proposed auditor

4. At AGM pass ordinary resolution.

5. Intimate the Auditor and file with ROC form ADT-1(to be attached in form GNL-2 as per MCA circular 09/2014 dated 25th April, 2014) within 15 days.

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Swapnil Jain

Swapnil Jain (Querist)
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19 September 2014 Thank you Sir... my query is resolved...

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