Procedure for removal of Auditor under Companies Act, 2013

According to section 139 of Companies act 2013, the Board of directors of a company shall appoint an Individual or Firm as the first auditor of the company, other than Government Company within 30 days of registration of the company. The appointment of first auditor shall be ratified by members at the first AGM. In case of Government Company, first auditor shall be appointed by Comptroller and Auditor General within 60 days from the date of its incorporation. Every Auditor of a Company shall have a right to access at all times to the books of accounts and vouchers of the company. The Auditor shall make a report to the members of the company on the accounts examined by him and on every financial statements or other documents to be laid before the company in general meeting.

Procedure for removal of Auditor

[Section 140 and Rule 7 of the Companies (Audit and Auditors) Rules, 2014]

1. Opportunity of being heard to Auditor

> The company shall give notice to the Auditor of its intention to remove from their office in the company.

> The company shall give a reasonable opportunity of being heard to the concerned auditors to explain themselves why they shouldn’t be removed from the office

2. Board Resolution

> The Board being satisfied with the reasons of removal shall pass a resolution for the same and authorise any official for filing an application with the Central Government

3. Central Government/Regional Director approval

> Make an application to the Central Government in e-form ADT-2 within 30 days of passing Board Resolution along with Board resolution as an attachment

4. Special Resolution

> After obtaining approval of the Central Government, the special resolution has to be passed at a General Meeting of the shareholders within 60 days of receipt of approval of Central Government.

> File e-form MGT-14 with ROC for registration of special resolution.