Sohan Lal was appointed as the statutory auditor of RST Ltd., a non-government company, at the Annual General Meeting held on 30th September, 2025.…

Filling up a Casual Vacancy [Section 139(8) of the Companies Act, 2013] Any vacancy in the office of auditor arising for a reason other than expiry of term is a casual vacancy. Under section 139(8) of the Companies Act, 2013, the Board of Directors (other than in a Government company) has the power to fill a casual vacancy within 30 days. Where the casual vacancy arises from the resignation of the auditor, the appointment made by the Board must be approved by the company by an ordinary resolution at a general meeting convened within three months of the Board's recommendation. The auditor so appointed holds office until the conclusion of the next annual general meeting. The appointment must take into account any recommendation of the Audit Committee, where one exists [Section 139(11)], and the new auditor must furnish a written consent and a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 confirming eligibility under section 141 and the absence of disqualification. The company must intimate the auditor of the appointment. Compliances: The resigning auditor must file Form ADT-3 with the company and the Registrar of Companies within 30 days of resignation, under section 140(2) and (3) read with Rule 8 of the Companies (Audit and Auditors) Rules, 2014. The company must file Form ADT-1 with the Registrar within 15 days of the meeting at which the new auditor is appointed. The new auditor's certificate must confirm eligibility and absence of disqualification under sections 139, 141 of the Companies Act, 2013 and the Chartered Accountants Act, 1949, give written consent to act, confirm the appointment is within permissible limits, disclose pending proceedings, if any, regarding professional misconduct and the incoming auditor should communicate with the outgoing auditor as a matter of professional courtesy under the ICAI Code of Ethics. Conclusion: RST Ltd. must therefore follow this procedure to validly appoint a new statutory auditor in place of Sohan Lal.