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Following topic Procedure for the appointment of Auditor is discussed below:

Procedure for the appointment of Auditor (SEC.139(1) of the

Companies Act, 1956)

1. The company has to inform the auditor of his appointment within 15 days
of the meeting in which he is appointed as an auditor.

2. The Company has to also inform the Registrar of Companies of the

appointment within fifteen days of the meeting in which the auditor is
appointed.

The Notice of Appointment of the auditor is to be filed with the ROC in Form
ADT-1.

Note: There is no e-form for ADT-1 hence the physical copy of the same is filled
up and signed on behalf of the company by the authorized person has to be
scanned and attached with e-Form GNL-2 and filed with ROC.

The basic information required for filing ADT-1

1) (a) CIN of the company.

(b) GLN of the company.
2) (a) Name of the Company.
(b) Address of the registered office of the company.
(c) Email id of the company.
3) Date of meeting at which the auditor is appointed.
4) Category of Auditor Individual or Firm.
5) (a) Income Tax PAN of Auditor.
(b) Name of the Auditor
 (c) Membership number of Auditors
(d) Address of the Auditor
(e) City, State, Pin Code
(f) Email id of Auditor

The company also has to pass a Board Resolution to a authorize a person

to sign and submit ADT-1 with the ROC.

Before appointment

1. Obtain Consent of Auditorof his willingness to be appointed as auditor.

2. Obtain a Certificate from auditor stating:

(a) That he is eligible and not disqualified for appointment.

(b) The appointment as per the provisions of Act.

(c) The proposed appointment is within the limits.

(d) The list of proceedings against the auditor with respect to professional
matters of conduct, as disclosed in thecertificate, is true and correct.

Other Points:

1. A Certificate from the Auditors u/s 139 of the Companies Act, which should
be dated on or before the issue of Notice of AGM. (Auditor Certificate draft)

2. Auditors Appointment Letter which should be dated as on Date of AGM.

(Auditor Appointment Letter draft)
3. AGM Resolution to be dated as of the date of the AGM. (AGM Resolution
draft)
4. Form ADT-1 which should be dated on or after the date of the AGM.
(ADT-1 draft)

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Resolutions for Appointment or Removing Auditor (SEC.225 of the

Companies Act, 1956)
 1. Special notice shall be required for a resolution at an annual general
meeting appointing as auditor a person other than a retiring auditor, or
providing expressly that a retiring auditor shall not be re-appointed.

2. On receipt of notice of such a resolution, the company shall forthwith send

a copy thereof to the retiring auditor.

3. Where notice is given of such a resolution and the retiring auditor makes
with respect thereto representations in writing to the company (not
exceeding a reasonable length) and requests their notification to members
of the company, the company shall, unless the representations are
received by it too late for it to do so, -

(a) In any notice of the resolution given to members of the company, state the
fact of the representations having been made; and

(b) Send a copy of the representations to every member of the company to whom
notice of the meeting is sent, whether before or after the receipt of the
representations by the company;

and if a copy of the representations is not sent as aforesaid because they were
received too late or because of the company's default the auditor may (without
prejudice to his right to be heard orally) require that the representations shall be
read out at the meeting, provided that copies of the representations need not be
sent out and the representations need not be read out at the meeting if, on the
application either of the company or of any other person who claims to be
aggrieved, the Company Law Board is satisfied that the rights conferred by this
sub-section are being abused to secure needless publicity for defamatory matter;
and the Company Law Board may order the company's costs on such an
application to be paid in whole or in part by the auditor, notwithstanding that he is
not a party to the application.

4. Subsections (2) and (3) shall apply to a resolution to remove the first
auditors or any of them under sub-section (5) of section 224 or to the
removal of any auditor or auditors under subsection (7) of that section, as
they apply in relation to a resolution that a retiring auditor shall not be re-
appointed.
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