Article Detail

First Auditor Appointment

S. No.

In case of Government Company 139(6)

Other than a Government Company

Procedure

the first auditor shall be appointed by the Comptroller and Auditor-General of India within sixty days from the date of registration of the company.

in case the Comptroller and Auditor-General of India does not appoint such auditor within the said period, the Board of Directors of the company shall appoint such auditor within the next thirty days.

in the case of failure of the Board to appoint such auditor within the next thirty days, it shall inform the members of the company who shall appoint such auditor within the sixty days at an extraordinary general meeting.

By the Board of Directors within 30 days from the date of registration of the Company

in the case of failure of the Board to appoint such auditor, it shall inform the members of the company

The Members within ninety days at an extraordinary general meeting appoint such auditor by passing Ordinary Resolution

Tenure

auditor shall hold office till the conclusion of the first annual general meeting

auditor shall hold office till the conclusion of the first annual general meeting

E-from

No need to file E-Form ADT-1

No need to file E-Form ADT-1

                                                      For subsequent Auditor

Type of Co.

In case of Government Company

Other than Government Company

Procedure

The Comptroller & Auditor General shall appoint the auditor within a period of 180 days from the commencement of the financial year.

The Members shall appoint the auditor in the AGM by passing Ordinary Resolution.

Tenure

The auditor appointed in the AGM meeting shall hold office from the conclusion of that meeting till the conclusion of next general meeting

The auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting.

E-from

No need to file E-Form ADT-1

MUST  file E-Form ADT-1 within 15 days

Rectification by Members

NA

At every AGMwas effective till 6^th May, 2018

After Companies Amendment Act, 2017 dated 7^th May, 2018no ratification is required.

Other than Government Company

Casual vacancy other then resignation

Casual vacancy in case of resignation

Appointment procedure

To be filled by the Board of Directors within thirty days

In the same Board Meeting or In separate board meetings either by circular resolution:-

• Note the Auditor’s resignation
• Appoint the new Auditor

1. Intimation by Auditor of resignation to the Company within 30 days of resignation.
2. Auditor will file ADT-3 within 30 days of resignation.
3. Resignation will accept in the Board meeting and propose name of new auditor in the same BM or In separate board meetings either by passing resolution by circulation.
4. To be filled in EoGM on the recommendation by Board of Directors by passing Ordinary Resolution.
5. Vacancy should be filled within 3 months of resignation.

Tenure

Appointed till the conclusion of the next annual general meeting only

Appointed till the conclusion of the next annual general meeting only

Reappointment

In listed company

If new appointee is individual then he/she can not be appointed for next term but if it is firm then it can be appointed for next term of 5 years.

If new appointee is individual then he/she can not be appointed for next term but if it is firm then it can be appointed for next term of 5 years.

In case of Government Company

Appointment Procedure

1. To be filled by the CAG within thirty days
2. If CAG fails To be filled by the Board of Directors within thirty days
3. The auditor shall also file such statement with the Comptroller and Auditor-General of India, indicating the reasons and other facts as may be relevant with regard to his resignation.

Tenure

Appointed till the conclusion of the next annual general meeting only

Before approval of CG

• Send letter of removal to the auditor and provide them opportunity of being heard.

• Pass BR for removal of present auditor

• File ADT-2 within 30 days of BM

After approval of CG

• Receive approval of CG for such removal

• Noted it in BM

• Pass SR in EoGM within 60 days of receipt of CG approval

• File MGT-14

• File INC-28 within 30 days from the date of issue of certified copy of order

• Appoint new auditor in BM or by passing resolution by circulation

Before Board Meeting

• Special Notice sent by Members to Company

At least 14 days before BM

• BOD forward a copy of the special notice to the retiring auditor

• The retiring auditor makes a representation to the company

After Board Meeting

• Send Notice of AGM including the facts of the representation made by retiring auditor and special Notice

• Pass Special Resolution for removal

• Pass ordinary resolution for appointment of new Auditor

• File E-form MGT-14 for special resolution

• File E-form ADT-1 for Auditor Appointment

Applicability

FOR UNLIMITED TERMS

Auditor Firm not more than 10 years

And

Individual auditor not more than 5 years

From 1^st April, 2014 till 21^st June, 2017

Having paid up share capital

and

also having public borrowings from financial institutions, banks or public deposits < Rs.50 cr.

Having paid up share capital of Rs.20 cr. or more.

and

also having public borrowings from financial institutions, banks or public deposits < Rs. 50 cr.

From 22^nd June, 2017

Having paid up share capital of

and

also having public borrowings from financial institutions, banks or public deposits < Rs. 50 cr.

1. Having paid up share capital of Rs. 50 cr.or more

1. Having public borrowings from financial institutions, banks or public deposits of Rs. 50 cr. or more.

FOR UNLIMITED TERMS

Auditor Firm not more than 10 years

And

Individual auditor not more than 5 years

Having paid up share capital

and

also having public borrowings < Rs.50 cr.

1. Having paid up share capital of Rs.10 cr. or more
2. Having public borrowings from financial institutions, banks or public deposits of Rs. 50 cr. or more.