Appointment and reappointment of auditor pvt. co.

Kindly note you have made a non compliance of Section 224(3) regarding  appointment of auditor by the Central Government (Regional Director).

If auditor refuses to accept appointment it shall be deemed that no auditor or auditors had been appointed by the company at its annual general meeting and the power of the Central Government under section 224(3), to appoint auditors becomes exercisable.

Further as per my understanding a Chartered Accountant in practice holding COP effective from 1 April 2013, can audit and sign the financial statement for the financial year 2012-13, provided his appointment by the company as statutory auditor is legal and in accordance with the provisions of law.

If auditor refuses to accept appointment

If auditor refuses to accept appointment it shall be deemed that no auditor or auditors had been appointed by the company at its annual general meeting and the power of the Central Government under section 224(3), to appoint auditors becomes exercisable.

Appointment of auditor by the Central Government (Regional Director)

Section 224(3) provides that if no auditors are appointed or re-appointed at an annual general meeting of a company, the Central Government may appoint a person to fill the vacancy. Therefore, the power of the Central Government to appoint auditors becomes exercisable when no auditors are appointed or reappointed at an annual general meeting of a company.

The Company is required to give intimation electronically to the Regional Director (Powers of the Central Government were delegated to the Regional Director) vide Notification No. GSR 288(E) dated 31st May, 1991) in new e-Form 24A prescribed by Notification No. GSR 56(E) dated 10th Feb., 2006.

Obligation has been cast on the company that within seven days of the Central Government's power u/s 224(3) becoming exercisable, it shall give a notice of that fact to that Government; and if a company fails to give such notice, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees.

Circular No. 5 of 1972, dated 21-2-1972 inter alia provides that the Government's power to appoint auditors under section 224(3) becomes available where at an AGM no auditors are appointed or re-appointed. Where auditors are not appointed, section 224(3) becomes attracted in the matter.

No fee is required to be paid for intimation under section 224(4)

As per the Department's Letter No. 35/16/69-CL-III, dated 1-11-1971 the Department is of the view that notices under section 224(4) cannot be considered as applications under the Companies (Fees on Application) Rules and as such are not chargeable with the prescribed fees.

On receipt of such notice in the prescribed e-Form 24A, it is the statutory duty of the Regional Directors to appoint auditors under section 224(3). No fee is chargeable on such notices for appointment of auditors under section 224(3).

Best Regards