Contributed by CA Surekha Ahuja
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.
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
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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 Form ADT.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
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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: New Delhi
Date:
30.09.2014
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: Delhi
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:
23/7 Old Rajinder Nagar NEW DELHI, PIN-110060
(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 New
Delhi
(f) State
Delhi
(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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