Impact of the Companies Act- 2013 and Rules on
Statutory Auditors of Company Section- 139
GOYAL DIVESH & ASSOCIATES, Practicing Company Secretary
APPOINTMENT OF AUDITOR,
Section - 139 read with rules The Companies
(Audit and Auditors) Rules, 2014
Series-25.1
| YOU MAY SEE THE FOLLOWING TABLE SHOWING THE RELEVANT PROVISIONS RELATING TO APPOINTMENT OF FIRST AUDITOR OF COMPANY. | |
| Which Section will apply for appointment of First Auditor | Section 139(1) |
| Who will Appoint First Auditor | Board of Directory By Passing Board Resolution in Board Meeting |
| Time Limit for Appointment of First Auditor | Within 30 days from Incorporation of Company |
| Who will Appoint First Auditor if Board of Director Fails to Appoint First Auditor | Members of Company by Passing of Ordinary Resolution in Extra Ordinary General Meeting |
| What is the Tenure of Office of First Auditor? | First Auditor may hold office until conclusion of First Annual General Meeting |
| Whether First Auditor can be remove before First Annual General Meeting, If appointed in General Meeting. | Yes, by Members of Company by Passing of Special Resolution, After obtaining the previous approval of Central Government in that behalf |
| Whether First Auditor can be Appoint Through AOA & MOA. | No, the Appointment of First Auditor by the Articles of Company will not be valid. |
PROCESS OF APPOINTMENT OF AUDITOR
DRAFTS OF THE DOCUMENTS REQUIRED FOR THE APPOINTMNET OF AUDITOR
i. INTIMATION FOR APPOINTMENT BY COMPANY TO AUDITOR
22nd August, 2014
M/s Name of auditor firm.
Chartered Accountants,
Address:------------
Ref: Consent & Certificate for re-appointment as statutory auditor under the
Companies Act, 2013
Dear Sir,
The company is planning to hold 1st Annual General Meeting on 25th September, 2014 and in accordance with provisions of Section 139 of Companies Act, 2013, we need your consent and certificate under section 141 of Companies Act, 2013 for your re-appointment as Statutory Auditor of Company.
Thanking you,
Yours sincerely,
For Name of Company
(Name of Director)
Director
DIN: ---------------
Add: -------------
II. Consent of auditor
To Date: 25th August, 2014
The Board of Directors
Name of Company
Address
Dear Sirs,
Sub: Letter of Consent for re-appointment as auditors of Divine Advertisers Private Limited.
We thank you for your letter dated: 22nd August, 2014, seeking our consent for re-appointment as auditors of Divine Advertisers Private Limited ("the company"). We hereby consent to our re-appointment as auditors of the company pursuant to the provisions of Section-139 of the Chapter X of the Companies Act, 2013.
Thanking you,
Yours Sincerely,
Name of Auditor Firm
Chartered Accountants
Firm Registration No. -----------
(Name of Partner/Proprietor)
Partner
Membership No. -----------
Place: Delhi
III. Eligibility Certificate from auditor
Certificate
[Pursuant to the provisions of Section 139 of the Chapter X of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014]
To Date: 25th August, 2014
The Board of Directors
Name of Company
Address
Dear Sirs,
Sub: Letter for re-appointment as statutory auditor under the Companies Act, 2013
In connection with re-appointment of Name of Auditor firm. ("the Firm"), Chartered Accountants as auditors of Divine Advertisers Private Limited ("the Company") in accordance with the provisions of the Companies Act, 2013 (the Act) and rules and regulations made there under, we are pleased to confirm that:
1) The firm is eligible for re-appointment and is not disqualified for re-appointment under section 141 of the Companies Act, 2013, the Chartered Accountant Act, 1949 and rules and regulations made thereunder;
2) Our proposed re-appointment would be as per the terms provided under the Act;
3) The proposed appointment is within the limits laid down by or under the authority of the Act;
4) There are no proceedings pending against either of the partners or the firm with respect to professional matters of conduct.
5) We satisfy other criteria as provided under Section 141 of the Act.
Thanking you,
Yours Faithfully,
Name of Auditor Firm
Chartered Accountants
Firm Registration No. -----------
(Name of Partner/Proprietor)
Partner
Membership No. -----------
Place: Delhi
IV. LANGUAGE IN NOTICE FOR APPOINTMENT
2. Re-appointment of Auditor
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section- 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s. Name of Chartered Accountant., Chartered Accountants, (FRN No. ----------) be and is hereby re-appointed as Auditor of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 6th AGM of the
Company to be held in the year 2019 (subject to ratification of their re-appointment at every AGM), at such remuneration as may be agreed upon between the Board of Directors and Statutory Auditors, in addition to the reimbursement of service tax and actual out of pocket expenses incurred in relation with the audit of accounts of the Company.
V. LANGUAGE IN DIRECTOR REPORT.
Auditors of the Company M/s Name of firm., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment until the conclusion of 6th Annual General Meeting of the company to be held in the Year 2019 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the ensuing Annual General Meeting).
As required under the provisions of section – 139(1) of the Companies Act, 2013, the company has received a written consent from M/s Name of firm., Chartered Accountant to their re-appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013. The Board recommends their appointment.
vi. LANGUAGE OF ordinary resolution.
1. RE-APPOINTMENT OF RETIRING AUDITORS
The Chairman informed the meeting that the Retiring Auditors, M/s NAME OF AUDITOR FIRM., Chartered Accountants, have shown their willingness to be re-appointed as Auditors of the Company and have confirmed that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.
On this connection, the Chairman invited the member/s to propose the following resolution which was proposed by Mr. Sumit Khanna the Managing Director and Member of the Company:
"RESOLVED THAT pursuant to the provisions of Section- 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s. NAME OF AUDITOR FIRM., Chartered Accountants, (FRN No. --------------) be and is hereby re-appointed as Auditor of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 6th AGM of the Company to be held in the year 2019 (subject to ratification of their re-appointment at every AGM),
FURTHER RESOLVED THAT the remuneration of the Statutory Auditors of the Company be and is here-by decided either by Mr. Name of Director or Mrs. Name of Director, both Directors of the Company."
The resolution then was seconded by Mr. Name of Director, Director /Member of the Company.
The Chairman then put the resolution to members present at this meeting to vote by show of hands in response to which all the members present, raised their hands in favor of the resolution. Then the Chairman declared the same as passed unanimously.
vii. Intimation letter to auditor.
25th September, 2014
M/s Name of auditor firm.
Chartered Accountants,
Address:------------
Sub. : Reappointment as Statutory Auditors of the Company.
Dear Sir,
With reference to the resolution passed at the Annual General Meeting held on 25th September, 2014, we bring to your kind notice that you have been re-appointed as Statutory Auditors of the Company till the conclusion of the 8th AGM of the Company to be held in the year 2019 (subject to ratification of their re-appointment at every AGM). The remuneration shall be decided mutually.
Thanking you,
Yours sincerely,
Yours sincerely,
For Name of Company
(Name of Director)
Director
DIN: ---------------
Add: -------------
vi. 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) or foreign company registration number (FCRN) of the company
(b) Global Location Number (GLN) of company
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| 2. (a) Name of the company:
(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
3. Date of meeting at which the auditor appointed _____________
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4. Category of Auditor Individual Firm
5.(a) Income Tax PAN of Auditor or auditor's firm (b) Name of the Auditor or Auditor's firm (c ) Membership Number of Auditor or 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 | ||
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| Note:
This eform has been taken on file maintained by the Registrar of companies through electronic mode and on the basis of statement of correctness given by the filing company. Attention is also drawn to provisions of section 448 of the Act which provide for punishment for false statement..
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+91-8130757966
Company Secretary
csdiveshgoyal@gmail.com
Goyal Divesh & Associate
265, Sector-7, Rohini , Delhi-110085
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