You are on page 1of 2

THIRD ARGUEMEMT :

With respect to the third points Your Excellency,


Relevant section :
Section 276, 277, 278, 284, 285, 286 of Companies Act 2016.
Based on section 276 of Companies Act 2016;
Resolution to remove auditor from office
(1) The members of a company may remove an auditor from office at any time-
(a) by ordinary resolution at a general meeting; and
(b) in accordance with section 277
(2) This section shall not be taken as depriving the person removed of the compensation
or damages payable to him in respect of the termination of his appointment as an
auditor.
(3) An auditor may not be removed from office before the expiration of his term of office
except by resolution under this section.
a) Removal before the expiry of term[Section 276(3)]-
The auditor may be removed from the office before the expiry of his term only by passing a
Special Resolution(SR), after obtaining the prior approval of the Central Government(CG).
(1) The application to the CG for removal of auditor shall be made in Form ADT-2.
(2) The application shall be made within 30 days of passing the resolution in the meeting of
the board.
(3) The company shall hold a general meeting(EGM) within 60 days of receipt of approval of
the CG for passing the SR.
It must be mentioned here that before taking any action under this sub-section, the auditor
must be given a reasonable opportunity of being heard.
In short the Procedure would be:

Based on section 277 of Companies Act 2016;


Special notice required for resolution to remove auditor from office

b) Removal after the expiry of term[Section 277]-


After the expiry of term basically means, non- reappointment of Retiring Auditor.
Step 1:- Requirement of a Special Notice:-
A Special Notice shall be required for a Resolution at the AGM for-
(1) appointing a person as auditor other than the retiring auditor;
(2) providing expressly that the retiring auditor shall not be re-appointed;
except where the retiring auditor has completed a consecutive term of 5 years or 10 years, as
provided by Section 139.
Step 2:- Copy of Special Notice to the retiring auditor:-
On receipt of notice of such a resolution, the company shall forthwith send a copy thereof to
the retiring auditor.
Step 3:- Retiring auditor's right of Representation:-
Where the notice is given of such a resolution and the retiring auditor makes a representation
in writing to the company and requests its notification to the members of the company, the
co. shall-
(a) in any notice of the resolution given to members to the company, state the fact of the
representation having been made;
(b) the copy of representation will be sent to all those entitled to receive the notice of the
meeting, or if it received late, then the auditor may require that the representation be read out
in the meeting.
Also, if the representation is not sent as aforesaid, a copy thereof shall be filled with the
Registrar.

Based on Section 278 of Companies Act 2016;


Notice to Registrar of resolution to remove auditor from office

(1) If a resolution is passed under section 276, the company shall give a notice of that fact
to the Registrar within fourteen days.
(2) The company and every officer who contravene this section commit an offence.