Casual Vacancy of Auditor Resolution Format 2026
PART A — RESOLUTION OF THE BOARD OF DIRECTORS
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF {{company_name}} (CIN: {{cin}}) HELD ON {{board_meeting_date}} AT {{registered_office}}
APPOINTMENT OF STATUTORY AUDITORS TO FILL THE CASUAL VACANCY — SECTION 139(8)
The Chairman informed the Board that M/s {{outgoing_auditor_name}}, Chartered Accountants (Firm Registration No.: {{outgoing_auditor_frn}}), Statutory Auditors of the Company, have ceased to hold office with effect from {{vacancy_date}} on account of resignation, resulting in a casual vacancy in the office of the Statutory Auditors. [In the case of resignation:] The resignation letter dated ____________ was placed before the Board and noted. The Board noted that M/s {{new_auditor_name}}, Chartered Accountants, have given their written consent and a certificate that the appointment, if made, will be in accordance with the conditions prescribed under Section 139(1) read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria provided in Section 141. [Where the Company has an Audit Committee:] The recommendation of the Audit Committee dated ____________ was taken into account. After discussion, the Board passed the following resolution:
"RESOLVED THAT pursuant to Section 139(8) and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s {{new_auditor_name}}, Chartered Accountants (Firm Registration No.: {{new_auditor_frn}}), of {{new_auditor_address}}, be and are hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s {{outgoing_auditor_name}}, Chartered Accountants, to conduct the audit of the financial statements of the Company for the financial year {{financial_year}} and to hold office until the conclusion of the next Annual General Meeting of the Company, at a remuneration of ₹ {{remuneration}} plus applicable taxes and reimbursement of out-of-pocket expenses.
RESOLVED FURTHER THAT, the casual vacancy having resulted from the resignation of the auditor, the said appointment be and is hereby recommended for the approval of the members of the Company, and that an Extraordinary General Meeting of the Company be convened on at ____________ [time] at ____________ [venue] for that purpose, and the draft notice of the meeting placed before the Board be and is hereby approved. [Delete this limb where the vacancy arises from death or disqualification — member approval is required only where the vacancy results from resignation.]
RESOLVED FURTHER THAT any director or the Company Secretary of the Company be and is hereby authorised to issue the notice of the general meeting, to intimate the appointment to the said auditors, to file Form ADT-1 and such other forms as may be required with the Registrar of Companies, and to do all acts, deeds and things necessary to give effect to this resolution."
Certified that the above is a true copy of the resolution passed at the meeting of the Board of Directors held on {{board_meeting_date}}, duly recorded in the minutes book, and that the same is in force as on date.
For {{company_name}}
_______________________________
{{signatory_name}}
Director / Company Secretary
DIN / Membership No.: ____________
Place: __________________
Date: 1 October 2026
PART B — RESOLUTION OF THE MEMBERS (GENERAL MEETING)
Item No. ____ of the notice of the Extraordinary General Meeting / Annual General Meeting of {{company_name}} to be held on
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to Section 139(8) and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Board of Directors [and the Audit Committee], the appointment of M/s {{new_auditor_name}}, Chartered Accountants (Firm Registration No.: {{new_auditor_frn}}), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s {{outgoing_auditor_name}}, Chartered Accountants (Firm Registration No.: {{outgoing_auditor_frn}}), made by the Board of Directors at its meeting held on {{board_meeting_date}}, be and is hereby approved, and that the said auditors shall hold office until the conclusion of the next Annual General Meeting of the Company and conduct the audit of the financial statements for the financial year {{financial_year}}, at a remuneration of ₹ {{remuneration}} plus applicable taxes and out-of-pocket expenses.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds and things as may be necessary to give effect to this resolution."
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
M/s {{outgoing_auditor_name}}, Chartered Accountants, who were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on ____________ to hold office until the conclusion of the ____________ Annual General Meeting, resigned from the office with effect from {{vacancy_date}}, citing ____________ [reason as stated in the resignation letter]. The resignation has resulted in a casual vacancy in the office of the Statutory Auditors.
Under Section 139(8) of the Companies Act, 2013, a casual vacancy in the office of an auditor is to be filled by the Board of Directors within thirty days, and where the vacancy is a result of the resignation of an auditor, the appointment is also to be approved by the Company at a general meeting convened within three months of the recommendation of the Board. The auditor so appointed holds office till the conclusion of the next Annual General Meeting.
The Board of Directors, at its meeting held on {{board_meeting_date}}, appointed M/s {{new_auditor_name}}, Chartered Accountants (Firm Registration No.: {{new_auditor_frn}}), to fill the casual vacancy and recommended the appointment for the approval of the members. The firm has given its written consent and a certificate that the appointment is in accordance with the conditions prescribed and that it satisfies the criteria provided in Section 141 of the Act. Brief profile of the firm: ____________. Proposed remuneration: ₹ {{remuneration}} plus applicable taxes and out-of-pocket expenses.
None of the directors or key managerial personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution. The Board recommends the resolution for the approval of the members as an Ordinary Resolution.
PART C — TIMELINE AND FILINGS
| Step | By whom | Time limit | Provision |
|---|
| Resignation letter received; vacancy date fixed | Outgoing auditor | {{vacancy_date}} | Section 140(2) |
| Statement of resignation in Form ADT-3 | Outgoing auditor | Within 30 days from the date of resignation | Section 140(2), Rule 8 |
| Consent and eligibility certificate obtained | Incoming auditor | Before the Board meeting | Section 139(1) provisos, Rule 4 |
| Board appointment to fill the casual vacancy | Board of Directors | Within 30 days of the vacancy | Section 139(8)(i) |
| Approval of members (resignation cases only) | Members — ordinary resolution | General meeting convened within 3 months of the Board's recommendation | Section 139(8)(i) |
| Intimation to the auditor and Form ADT-1 | Company | ADT-1 within 15 days of the appointment meeting, as a matter of practice | Section 139(1) proviso, Rule 4(2) |
| Regular appointment for a five-year term | Members at the next AGM | At the AGM at which the casual-vacancy term ends | Section 139(1) |
- Government companies and companies covered by Section 139(5) / 139(7): the casual vacancy is filled by the Comptroller and Auditor-General of India within 30 days; if the CAG does not, the Board fills it within the next 30 days [Section 139(8)(ii)]. Do not use Part B for these companies.
- A vacancy caused by the auditor's disqualification after appointment is also a casual vacancy — Section 141(4) deems the vacation of office to be one — and is filled by the Board alone.
- Convene the general meeting with 21 clear days' notice, or at shorter notice with the consents Section 101(1) requires. Count the three months from the date of the Board's recommendation, not from the date of resignation.
- The incoming auditor should communicate in writing with the outgoing auditor before accepting, as Clause (8) of Part I of the First Schedule to the Chartered Accountants Act, 1949 requires.
