Query regarding Resignation of Auditor in a Listed Company
Vinita Sharma
Also , do we need to file ADT-1 after BM , because generally we file ADT-1 after AGM.
Prashanth Kamath
In a listed company, if auditor resigns on 10 June 2026 and board approve the appointment of a new auditor in Board Meeting scheduled to be held on 8 July 2026, subject to approval of shareholders in AGM scheduled to be held on 28th September. Can new auditor firm sign limited review report of June quarter before their appointment in AGM.
Also , do we need to file ADT-1 after BM , because generally we file ADT-1 after AGM.
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CS A Rengarajan
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Jinesh Mistry
Ø Appointment of Auditor
Under Section 139(8)(i) of the Companies Act, 2013, a casual vacancy arising due to resignation of the statutory auditor is required to be filled by the Board within 30 days. Such appointment must thereafter be approved by the members at a General Meeting convened within three months of the recommendation of the Board.
Accordingly, where the new Auditor was appointed by the Board on 8 July 2026, the members may approve the appointment at the AGM scheduled on 28 September 2026, as the AGM falls within the prescribed three-month period.
At the same AGM, after passing the resolution for filling the casual vacancy the Company may also consider the further resolution for regular appointment/re-appointment of the Auditor under Section 139(1) for the subsequent term of Five years, subject to applicable provisions.
Ø Important note
However, since the Company is listed, attention must also be given to SEBI Circular No. CIR/CFD/CMD1/114/2019 dated 18 October 2019.
Under Para 6(A) of the said Circular, the resigning auditor is required to issue the applicable Limited Review/Audit Report before resignation, depending upon the timing of resignation vis-à-vis the end of the quarter. In particular, where the auditor resigns after 45 days from the end of a quarter, the auditor is required to issue the report for that quarter as well as the next quarter before resignation.
Therefore, the appointment of the new auditor by the Board on 8 July 2026 does not, by itself, transfer the reporting responsibility of the outgoing auditor.
The outgoing auditor is bound to issue the LRR and other reports as required for the First Quarter since he resigned within 45 days of the end of a quarter.
Regards
CS Jinesh Mistry
CS, LLM, MCOM, DLP, B.ED
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