Procedure for change of Statutory Auditor
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K Degaleeswaran
Dec 13, 2012, 4:51:03 AM12/13/12
to cschennai, csmysore
Dear Members,
One of our group company has recently reappointed its statutory
auditor on 29.09.2012 and now they want to change the statutory
auditor. Please explain the procedures to be followed in this case.
with many thanks!
Regards
K Degaleeswaran
One of our group company has recently reappointed its statutory
auditor on 29.09.2012 and now they want to change the statutory
auditor. Please explain the procedures to be followed in this case.
with many thanks!
Regards
K Degaleeswaran
Thirumalesh Bhat
Dec 13, 2012, 7:43:08 AM12/13/12
to csmy...@googlegroups.com
Hi,
An Auditor is appointed at the A.G.M. and he holds the position till
the conclusion of the next A.G.M. However, circumstances may permit a
Company to remove the Auditor before the expiry of his term.
1.The Company must receive a Special Notice from a member/shareholder
not less than 14 days before the ensuing A.G.M. indicating his
intention to move a resolution for changing the existing Auditor of
the Company and for appointing another Auditor in his place.
2.For this, Board of Directors, should convene a meeting after giving
notice to all the Directors, for the removal of the Auditor.
3.The Company must send forthwith a copy of such notice to the
existing auditor of the Company.
4.A certificate in writing should be obtained from the proposed new
Auditor to the effect that his appointment, if made, will be in
accordance with the limits as specified in Sec. 224(1B).
5.The Company must issue notice in writing at least 21 days before the
date of A.G.M. stating about the Special Notice received and proposing
the ordinary resolution for change of the Auditor along with
Explanatory statement.
6.The retiring Auditor has a right to make representation either in
writing to the Company or orally at the A.G.M. If the representation
is received from the Auditor the same should be enclosed along with
notice. If the representation could not be sent along with the notice
for being received late, it should be sent later at any time, being
reasonable time, but before the A.G.M.
7.In case it is not possible to send special notice and representation
in the notices of the A.G.M., then the Company should inform the
shareholders by advertisement in newspaper having appropriate
circulation or by any other mode as allowed by the Articles of
Association not less than 7 days before such A.G.M.
8.However, if a copy of such representation by the retiring auditor is
not possible to be sent as aforesaid, because they were received too
late or because of the default of the Company, such written
representation shall be read out at the meeting. This is without
prejudice to the right of the Auditor to be heard orally in the A.G.M.
But in certain circumstances the Company Law Board can exempt the
Company from sending or reading out such representation of the
retiring Auditor on the application either of the Company or of any of
the persons, who claims to be aggrieved.
9.Three copies of such notices to be forwarded to the Stock Exchange,
where such shares of the Company are listed.
10.The Company should then hold a General Meeting and pass a Resolution.
11.Only after such Resolution is passed in the A.G.M. the new Auditor
shall be considered as duly appointed in place of the Retiring
Auditor.
12.The new Auditor should inform the concerned Registrar of Companies
in Form No. 23B about his accepting the appointment within one month
from the receipt of Intimation of his appointment from the Company.
Regards
Thirumalesh
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An Auditor is appointed at the A.G.M. and he holds the position till
the conclusion of the next A.G.M. However, circumstances may permit a
Company to remove the Auditor before the expiry of his term.
1.The Company must receive a Special Notice from a member/shareholder
not less than 14 days before the ensuing A.G.M. indicating his
intention to move a resolution for changing the existing Auditor of
the Company and for appointing another Auditor in his place.
2.For this, Board of Directors, should convene a meeting after giving
notice to all the Directors, for the removal of the Auditor.
3.The Company must send forthwith a copy of such notice to the
existing auditor of the Company.
4.A certificate in writing should be obtained from the proposed new
Auditor to the effect that his appointment, if made, will be in
accordance with the limits as specified in Sec. 224(1B).
5.The Company must issue notice in writing at least 21 days before the
date of A.G.M. stating about the Special Notice received and proposing
the ordinary resolution for change of the Auditor along with
Explanatory statement.
6.The retiring Auditor has a right to make representation either in
writing to the Company or orally at the A.G.M. If the representation
is received from the Auditor the same should be enclosed along with
notice. If the representation could not be sent along with the notice
for being received late, it should be sent later at any time, being
reasonable time, but before the A.G.M.
7.In case it is not possible to send special notice and representation
in the notices of the A.G.M., then the Company should inform the
shareholders by advertisement in newspaper having appropriate
circulation or by any other mode as allowed by the Articles of
Association not less than 7 days before such A.G.M.
8.However, if a copy of such representation by the retiring auditor is
not possible to be sent as aforesaid, because they were received too
late or because of the default of the Company, such written
representation shall be read out at the meeting. This is without
prejudice to the right of the Auditor to be heard orally in the A.G.M.
But in certain circumstances the Company Law Board can exempt the
Company from sending or reading out such representation of the
retiring Auditor on the application either of the Company or of any of
the persons, who claims to be aggrieved.
9.Three copies of such notices to be forwarded to the Stock Exchange,
where such shares of the Company are listed.
10.The Company should then hold a General Meeting and pass a Resolution.
11.Only after such Resolution is passed in the A.G.M. the new Auditor
shall be considered as duly appointed in place of the Retiring
Auditor.
12.The new Auditor should inform the concerned Registrar of Companies
in Form No. 23B about his accepting the appointment within one month
from the receipt of Intimation of his appointment from the Company.
Regards
Thirumalesh
> ************************************************
> Mail your comments, feedback and suggestions on CSMysore to Moderator:
> datta...@gmail.com and Manager: vivekhe...@gmail.com
>
> Find eNewsletters of ICSI Mysore at:
> www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspx
>
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