Removal of auditor

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

13 October 2014 Dear Sir,
I want to know the procedure of changing the auditor as per new companies act 2013.

in our case auditor was appointed for F.Y 2012-13 and 2013-14. so how can We change the Auditor for F.Y.2014-15 ?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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13 October 2014 REMOVAL OF AUDITOR-Section 140 (1) and Rule 7:

The auditor appointed under section 139 may be removed from his office before the expiry of the term only by –
(i) Obtaining the prior approval of the Central Government by filling an application in form ADT-2 within 30 days of
resolution passed by the Board (ii) The company shall hold the general meeting within sixty days of receipt of approval of the Central Government for passing the special resolution.
(iii) The auditor concerned shall be given a reasonable opportunity of being heard.

Querist : Anonymous

Querist : Anonymous (Querist)

13 October 2014 Can we appoint new auditor by ratification at AGM by passing special resolution and filling GNL-2 along with ADT-1 ?

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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21 July 2025 Here’s a clear summary and guidance on removal and appointment of auditor under Companies Act, 2013 based on your scenario:

Removal of Auditor (Appointed for FY 12-13 & 13-14) for FY 14-15:
Relevant law: Section 140(1) read with Rule 7 of Companies (Audit and Auditors) Rules, 2014.

Procedure for Removal of Auditor Before Expiry of Term:
Board Resolution:
The Board of Directors must pass a resolution to remove the existing auditor.
Application to Central Government:
Within 30 days of passing the Board resolution, the company must file Form ADT-2 with the Registrar of Companies (ROC), which will be forwarded to the Central Government for approval of the removal.
Hearing to Auditor:
The auditor proposed to be removed must be given a reasonable opportunity of being heard before the Central Government grants approval.
Approval from Central Government:
Once approval is received, the company must convene a General Meeting (Extraordinary General Meeting) within 60 days to pass a Special Resolution for removal of auditor.
Filing with ROC:
After passing the Special Resolution, file the necessary forms with ROC, such as MGT-7, and ensure compliance with other statutory requirements.
Appointment of New Auditor for FY 2014-15:
At the General Meeting (AGM or EGM):
The new auditor can be appointed by passing a special resolution in the AGM or EGM.
Filing of Forms:
The company must file Form ADT-1 for appointment of the new auditor.
Ratification:
For new auditors, ratification by shareholders is not required every year (unlike the old Act). Hence, special resolution is sufficient.
Your Question:
Can we appoint the new auditor by ratification at AGM by passing special resolution and filing Form GNL-2 along with Form ADT-1?
Answer:

Ratification is no longer required under Companies Act, 2013.
Appointment of new auditor must be by ordinary or special resolution at AGM/EGM as applicable (special resolution is generally required when replacing auditor before expiry).
Form ADT-1 is mandatory to notify the appointment to ROC.
Form GNL-2 is used to file resolutions with ROC, so yes, you should file it along with the Board resolution or shareholders’ resolution.
Summary:
Step Form/Action Required
Removal of auditor Board Resolution → Form ADT-2 to CG → Special Resolution at GM → File with ROC
Appointment of new auditor Special Resolution at GM → File Form ADT-1 & GNL-2 with ROC

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