After registration of company in MCA, an Auditor must be appointed by the Board of Directors in the first annual general meeting. The Auditor would typically hold term till the conclusion of 6th AGM or 5 years. The appointment of an Auditor could also be made for a period of 1 year or renewable at every annual general meeting.
Before the appointment of the Auditor, a written consent along with Certificate of eligibility must be obtained from the CA, that he/she is qualified for appointment as Auditor of a company and that the offered appointment is in accordance with the Companies Act.
The appointment of First Auditor of the Company must be complete by the Board of Directors within 30 days of incorporation. In case the Board of Directors fails to appoint an Auditor, the shareholders of the company must be notified. The shareholders will then be required to appoint an Auditor within 90 days at an Extra Ordinary General Meeting. An Auditor so appointed will hold office until the conclusion of 1st Annual General Meeting.
Rotation of Auditors
When the Auditors are re-appointed for a limited company or specified company, it is important to have knowledge of regulations pertaining to rotation of auditors. An Individual as an Auditor cannot be appointed as an Auditor for a term of more than 5 consecutive years. A firm of Auditors cannot be appointed as Auditors for more than two terms of 5 consecutive years. An Auditor who has completed his/her term of 5 years will also not be eligible for re-appointment for 5 years from completion of his/her term.
Casual Vacancy of Auditor
If the casual vacancy of the auditor arises then it must be filled by the Board of Directors within 30 days. If the casual vacancy is on account of a resignation of an auditor, then the appointment of the auditor must be approved at an Extra-Ordinary General Meeting convened within 3 months of the recommendation of the Board.
Re-appointment of Retiring Auditor
A retiring auditor can be re-appointed at an Annual General Meeting if:
- Auditor is not disqualified for re-appointment.
- Auditor has not given the company a notice in writing of his unwillingness to be re-appointed.
- A special resolution has not been passed at that meeting appointing some other auditor or providing expressly that he/she shall not be re-appointed.
If at any Annual General Meeting, no auditor is appointed or re-appointed, the existing auditor will continue to be the auditor of the company.