There is a provision in Company Law for filing of intimation to Registrar of Companies, Ministry of Corporate Affairs of appointment of statutory auditor in the Annual General Meeting by shareholders. This provision of filing intimation is an annual provision in Companies Act, 1956 and continued in Section 139 of Companies Act, 2013.
Companies Act, 2013, there are a few changes in
- Procedure for filing of such Intimation.
- Due date for filing of intimation,
- The responsible person to file such intimation with MCA/ ROC.
Appointment of Auditor in Companies Act, 2013
Every company shall, at the first Annual General Meeting, appoint an individual or a firm as an auditor to hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting. ( Section 139 of the Companies Act, 2013 )
Further it shall be duty of the Company to place the matter relating to such appointment for ratification by members at every Annual General Meeting. Before appointment, Auditor shall be liable to provide the written consent to the Company for such appointment, along with a certificate to the effect that the appointment and that appointment shall be in accordance with the prescribed conditions.
INTIMATION OF APPOINTMENT OF STATUTORY AUDITOR TO MCA
It is duty of the Company to file form for intimation of the appointment of Statutory Auditor in FormADT.1 as attachment with E-form GLN.2 with MCA. The Company has to inform the auditor concerned of their appointment, and also file a notice of such appointment with the MCA within fifteen days of the meeting in which the auditor is appointed. ( Companies Act 2013 )
Since the last date for conducting the AGM for most companies was 30th September’2014 and the auditors would have been appointed in the AGM, therefore the notice of appointment of auditors is to be filed with the Registrar by the 15th October’2014.
As per Section 139 of the Act, read with Rule 5 of Companies (Audit and Auditors) Rules, 2014, the auditor who has already been auditor for five consecutive years or 10 years in case of firm (two terms of five consecutive years in case of firm) would be re-appointed for 5 years but the re-appointment term will be 3 years in the following cases :
a) Listed Companies or Unlisted Public Companies having paid up capital of Rs.10 Crores or more or
b) Private Companies having paid up capital of Rs. 20 Crores or more or
c) Companies having public borrowings from Banks, Public Financial Institutions or Public Deposits of Rs. 50 Crores or more.
The AGM resolution shall contain 2019 in case re-appointment is for 5 years and 2017 in case re-appointment is for 3 years.
Earlier under Companies Act, 1956, it was duty of the Auditor to file form 23B with MCA for an appointment as Statutory Auditor.
Intimation of appointment of First Auditor to MCA - Companies Act, 2013:
Company is under an obligation to give notice of appointment to the MCA / Registrar in Form No.ADT.1 through E-form GLN.2 in case of appointment of auditors under section 139(1) i.e other than first auditor.
Company is under no obligation to give notice of appointment of First Auditor to the MCA/ Registrar as the appointment of first auditors by the Board of directors of a company is as per section 139(6)
ON THE LETTER HEAD OF THE COMPANY CONTAING CIN, ADDRESS AND E MAIL ID OF THE COMPANY
CERTIFIED TRUE COPY OF THE RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING HELD ON TUESDAY, 30.09.2014 OF THE OF THE COMPANY HELD AT ----------------------------------------
APPOINTMENT OF AUDITOR:
“RESOLVED THAT pursuant to the provision of section 139 and other applicable provision, if any of the Companies Act, 2013 read with the underlying rules viz. Companies (Audit and auditors) Rules, 2014 as may be applicable the retiring auditors M/s.XYZ Chartered Accountants having FRN --------/ Mem No.--------------, be re-appointed as statutory auditors of the company to hold office from the conclusion of this Meeting until the conclusion of the Annual General Meeting (AGM) of the company to be held in the year 2017/2019 subject to ratification of the appointment at every AGM at a remuneration (including term of payment) to be fixed by the board of Direction of the company, plus service tax and such other tax(es), as may be applicable & reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the company.”
For and on behalf of the Board
Place:
Date:
Auditors Consent and Certificate
[Pursuant to the provisions of Section 139 of Chapter X of the Companies Act, 2013]
The Board of Directors,
ABC PRIVATE LIMITED
REgd Office :
Dear Sir(s),
In connection with re-appointment of our firm / Individual Mr, X Chartered Accountant / M/s. XYZ Chartered Accountants , as auditors of ABC Private Limited in accordance with the provisions of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014 I the undersigned representing the Firm in the capacity of a sole proprietor/partner and the Firm hereby certify that:
1. We hereby give our consent to be appointed as Auditor of the Company u/s 139 of the Act.
2. we are eligible to be re-appointed as auditors, and we have not incurred any disqualifications under the Act;
3. we are not disqualified for appointment under the provisions of Chartered Accountants Act, 1949 and rules and regulations made there under;
4. the proposed appointment is as per the terms provided under the Act;
5. the proposed appointment is within the limits laid down by or under the authority of the Act;
6. no orders have been issued and there are no proceedings pending against the firm or any other partner of the firm with respect to professional matters of conduct before the Institute of Chartered Accountants of India, any competent authority , or any court.
7. we hereby declare that the appointment, if made shall be in accordance with the conditions as prescribed under Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 and as provided in section 141 of Companies Act 2013.
Thanking You,
Yours Faithfully
For XYZ Chartered Accountant
Chartered Accountants
Firm Registration Number:
CA X
Partner/Proprietor
Membership no. 99999
Place:
Word Format of ADT-1
FORM NO. ADT-1
[See rule 4(2) of the Companies (Audit and Auditors) Rules, 2014]
Notice of appointment of auditor by the company
1.(a) Corporate identity number (CIN) of the company U51909DL2011PTC223725
(b) Global Location Number (GLN) of company
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2. (a) Name of the company: ABC PRIVATE LIMITED
(b) Address of the registered office or of the principal place of business in India of the company:
(c) E-mail ID of the company corporate@gmail.com
3. Date of meeting at which the auditor appointed 26.09.2014
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4. Category of Auditor Firm
5.(a) Income Tax PAN of Auditor or auditor’s firm
(b) Name of the Auditor or Auditor’s firm XYZ Chartered Accountants
(c ) Auditor’s firm’s registration number
(d) Address of the Auditor or auditor’s firm
(e) City
(f) State
(g) Pin code
(h) Email id of the auditor or auditor’s firm
Place:
Date:
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Verification
I am authorised by the Board of Directors of the Company vide resolution no…………. dated…………… to sign this form and declare that all the requirements of Companies Act, 2013 (18 of 2013) and the rules made there under in respect of the subject matter of this form and matters incidental thereto have been complied with. I also declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed.
Designation (to be given) : Director
DIN of the person signing the form:
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