Resignation of Auditor

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DEBASISH BODHAK (Querist)
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06 February 2021 In case of casual vacancy of auditor of a Pvt Ltd company:
(1) whether MGT-14 is required or not? (as in ADT-1 there is no place for SRN of MGT-14)
(2) In ADT-1 point no. 5(a) Whether auditor(s) has been appointed in the annual general meeting? Yes/No. (as the casual vacancy is filled in EGM)

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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06 February 2021 (1) No need to file e-form MGT-14 in the cited issue.

(2) Yes.

DEBASISH BODHAK

DEBASISH BODHAK (Querist)
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07 February 2021 Many thanks for your reply. But sir, in this case the auditor is appointed in EGM, so why I mention yes in AGM?

Aashok Kumar Sharma online

Aashok Kumar Sharma online

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21 July 2025 Great question! Here’s the detailed explanation:

Context:
A casual vacancy in the office of the auditor arises due to resignation, death, or disqualification during the year.

Such vacancy must be filled by the Board of Directors within 30 days (Section 139(8)).

The appointment made by the Board is subject to approval at the next general meeting (which can be AGM or EGM).

Your queries:
1. Is MGT-14 required to be filed for appointment in casual vacancy?

No, filing MGT-14 (filing of resolution) is not required for casual vacancy auditor appointment because:

The appointment is by the Board, not by members in a general meeting.

MGT-14 is generally filed for resolutions passed in members’ meetings (AGM or EGM) under certain sections.

Since auditor appointment on casual vacancy is by Board and approval by members is at next general meeting (AGM or EGM), MGT-14 is not mandatory here.

2. In ADT-1 form, for question "Whether auditor has been appointed in AGM?" — what to select if auditor appointed in EGM?

The ADT-1 form’s question is framed to identify if auditor appointment was done in the Annual General Meeting (AGM).

Since casual vacancy auditor appointment is approved at the “next general meeting” which can be EGM or AGM, you should select "Yes" in ADT-1 even if it was approved at an EGM.

The reasoning is:

The form does not distinguish between AGM or EGM for this question.

The key point is the appointment was approved by members in a general meeting, so select Yes.

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