As we all are aware that there is a provision in Company Law for intimation to Registrar of Companies regarding appointment of statutory auditor in the Annual General Meeting by shareholders. This intimation is an annual intimation and it was also there in erstwhile Companies Act, 1956 and continued in Companies Act, 2013.
However few changes have been made by the regulators through Companies Act, 2013, w.r.t. the Intimation procedure, timelines for filing intimation along with the person liable to file such intimation with Registrar of Companies. It is pertinent to note that appointment of statutory auditor is governed by section 139 of the Companies Act, 2013.
Appointment of Auditor in Companies Act, 2013
As per section 139 of the Companies Act, 2013, every company shall, at the first Annual General Meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting.
Further it shall be duty of the Company to place the matter relating to such appointment for ratification by members at every Annual General Meeting.
Before appointment Auditor shall be liable to provide the written consent to the Company for such appointment, along with a certificate to the effect that the appointment, if made, shall be in accordance with the prescribed conditions.
INTIMATION TO ROC ABOUT APPOINTMENT OF STATUTORY AUDITOR
Under Companies Act, 1956, it was duty of the Auditor to file form 23B with ROC regarding his appointment as Statutory Auditor whereas Under Companies Act, 2013, it is duty of the Company to file form ADT.1 through E-form GLN 2 with ROC regarding the appointment of Statutory Auditor. Please find below detailed analysis:
- Position under erstwhile Companies Act, 1956
Intimation as to appointment
As per section 224(1) of the Companies Act, 1956, a company is required to give intimation of appointment to every auditor(s) so appointed within seven days of the appointment as desired by section 224(1). The intimation may be given in form of a letter on the letter head of the company by a responsible officer of the company.
Obligation on the auditor to give intimation to the Registrar
Every auditor appointed under section 224(1) by a company in Annual General Meeting shall inform the Registrar in writing that he has accepted, or refused to accept the appointment [Section 224(1B)]. The information shall be given in e-Form 23B within a period of thirty days from the date of appointment in the AGM.
- Position under Companies Act, 2013
Companies Act, 2013, casts the duty on the Company to inform the auditor concerned of his or its appointment, and also file a notice of such appointment with the Registrar within fifteen days of the meeting in which the auditor is appointed.
Hence, now as per section 139(1) read with Rule 4(2) of Companies (Audit and Auditors) Rules, 2014, appointment of Auditor at the Annual General Meeting is to be intimated by the Company to the Registrar of Companies within 15 days of appointment through filing of form ADT.1. Form ADT.1 is to be filed through E-form GLN.2 as directed by MCA through its General Circular No. 9/2014 dated April 25, 2014.
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