Background
Section 139(8) of the Companies Act, 2013
Casual vacancy in the office of an auditor of the company shall be filled by the Board of Directors within 30 days from the date of such casual vacancy.
Casual vacancy in the office of auditor can be due to resignation or death or disqualification (as provided under Section 141) of the auditors.
In case the casual vacancy is created due to resignation of an existing auditor, then appointment of new auditor shall be approved by the members by convening a general meeting within 3 months from the date of recommendation by the Board and he shall hold office from the conclusion of that general meeting till the conclusion of next Annual General Meeting of the company.
In case the casual vacancy is created due to the death of the Auditor, such casual vacancy shall be filled by the Board within 30 days and the auditor shall hold office till the conclusion of the next Annual General Meeting.
In case the company is required to constitute an Audit Committee as per Section 177 of the Act, then recommendation from the Audit Committee shall be considered before proceeding with the appointment of auditor.
Format of Board Resolution for recommendation of Appointment of Auditor in Casual Vacancy due to Resignation
“RESOLVED THAT pursuant to provisions of Section 139(8) and other applicable provisions if any of the Companies Act, 2013, as amended from time to time or any other law for the time being in force, (including any statutory modification(s) or amendment thereto or re-enactment thereof), and subject to approval of members at general meeting, M/s _______________, Chartered Accountants, (FRN/Membership No:__________), be and are/is hereby appointed as Statutory Auditors of the Company for the financial year ______ to fill the casual vacancy caused due to resignation of M/s. _____________, Chartered Accountants, (FRN/Membership No:__________) and they shall hold office as statutory auditors of the company from the conclusion of ensuing Extra Ordinary General Meeting of the company to be held on _______________ (date) till the conclusion of next Annual General Meeting of the company to be held in the year ___________ at a remuneration as may be determined by the Board of Directors in consultation with the said Auditors.``
“RESOLVED FURTHER THAT ____________ (Director/Company Secretary) be and is hereby authorised to take such necessary steps and do all such acts, deeds and things as may be necessary to give effect to the said resolution”.
General Meeting Resolution for Appointment of Auditor in Casual Vacancy due to resignation
Extraordinary General Meeting of the members to be conducted within 3 months from the date of recommendation by the Board of Directors and pass an Ordinary Resolution.
To, consider and if thought fit, to pass with or without modification the following resolution as Ordinary Resolution
“RESOLVED THAT pursuant to provisions of Section 139(8) and other applicable provisions if any of the Companies Act, 2013, as amended from time to time or any other law for the time being in force, (including any statutory modification(s) or amendment thereto or reenactment thereof), and pursuant to recommendation by the Board of Directors, M/s. __________, Chartered Accountants, (FRN/Membership No:_______), be and are/is hereby appointed as Statutory Auditors of the Company for the financial year __________ to fill the casual vacancy caused to the resignation of M/s.__________________, Chartered Accountants, (FRN/Membership No.__________).”
“RESOLVED FURTHER THAT M/s.________________, Chartered Accountants, (FRN/Membership No:_______), shall hold office of auditors from the conclusion of this extraordinary general meeting till the conclusion of next Annual General Meeting of the Company to be held in the year __________ at a remuneration as may be fixed by the Board of Directors in consultation with the said Auditors.”
“RESOLVED FURTHER THAT Mr. _________ (Director or Company Secretary), be and is hereby authorised to do all such acts, deeds and things as may be necessary to give effect to the said resolution and file Form ADT-1 for appointment of M/s. ______________, Chartered Accountants, (FRN/Membership No:_______) with the Registrar of Companies.”
Format of Board Resolution for Appointment of Auditor in Casual Vacancy due to Death of Auditor
“RESOLVED THAT pursuant to provisions of Section 139(8) and other applicable provisions if any of the Companies Act, 2013, as amended from time to time or any other law for the time being in force,( including any statutory modification(s) or amendment thereto or reenactment thereof), M/s _______________, Chartered Accountants, (FRN/Membership No:__________), be and are/is hereby appointed as Statutory Auditors of the Company for the financial year ______ to fill the casual vacancy caused due to death of Mr/Smt. _____________, Chartered Accountants, (Membership No:__________) and they shall hold office as statutory auditors of the company till the conclusion of next Annual General Meeting of the company to be held in the year ___________ at a remuneration as may be determined by the Board of Directors.”
“RESOLVED FURTHER THAT ____________ (Director/Company Secretary) be and is hereby authorised to take such necessary steps and do all such acts,deeds and things as may be necessary to give effect to the said resolution”.
Disclaimer
The resolution samples are for reference purposes only. Please refer to relevant provisions of the Act, Rules and any other applicable laws before finalisation.
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