Appointment of Cost Auditor by Companies - Companies Law - 36/2012

General Circular No. 36/2012 52/5/CAB-2011 Government of India Ministry of Corporate Affairs Cost Audit Branch ***** B-1 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi 110 003 Dated the November 6, 2012 To, The President, Institute of Cost and Works Accountants of India, 12, Sudder Street, Kolkata 700 016 Subject: Appointment of Cost Auditor by Companies Sir, In continuation of the General Circular No. 15/2011 dated 11th April 2011 , Ministry hereby makes the following changes: (a) The company shall, within thirty days from the date of approval by MCA of the application made to the Central Government in the prescribed Form 23C seeking its prior approval for the appointment of cost auditor, issue formal letter of appointment to the cost auditor, as approved by the Board. (b) The cost auditor shall, within thirty days of the date of formal letter of appointment issued by the company, inform the Central Government in the prescribed form 23D , along with a copy of such appointment. (c) In case of change of cost auditor caused by the death of existing cost auditor, companies are allowed to file fresh e-form 23C , without any additional fee, within 90 days of the date of death. The additional fee payable as per the Companies (Fees on Applications) Rules, 1999 [as amended] shall become applicable after expiry of the said 90 days. Accordingly, e-forms 23C and 23D are being modified to capture such details. (d) In case of change of cost auditor for reasons other than death of the existing cost auditor, companies are required to file fresh e-form 23C with applicable fee additional fee, clearly specifying the reasons of change. In case of change due to resignation of the existing cost auditor, e-form 23C should be accompanied by the resignation letter of the existing cost auditor. In case of change due to the management policy of periodical rotation, then attach a copy of the Board approved rotational policy with the e-form 23C . In any other case, the change should be duly justified and supported with the relevant documents. (e) In order to ensure compliance of section 224(1-B) of the Companies Act 1956 , required changes are being made in the MCA21 system to restrict the number of cost audit approvals to the limits specified in section 224(1-B) through a counter on the membership number of the sole proprietor or partner of the firm. It will be further ensured that in case of a sole proprietor, he has completed the audit and submitted the cost audit report. In case of a partnership firm, the partner so appointed or any other partner of the same firm is allowed to complete the audit submit cost audit report subject to his total numbers not exceeding the limit specified in section 224(1-B). 2. MCA is regularly receiving requests from the companies and cost auditors for making corrections in the e-forms 23C 23D in respect of minor typographical errors or other mistakes such as incorrect financial year, incorrect name of the cost auditor or the cost audit firm, incorrect PAN number, incorrect scope of audit, etc. In MCA21 system, no changes are permitted in the approved e-forms. Therefore, all companies and cost auditors are hereby informed to carefully verify all particulars before uploading e-forms 23C or 23D on the MCA21 portal. In any rare case, if still any error/mistake is observed, it should be brought to the notice of MCA well before its approval enabling it to return the said e-form for re-submission after making the required corrections. Else, the companies and cost auditors shall be required to file fresh e-forms 23C 23D containing correct particulars, along with the applicable fee and additional fee. 3. If a company or the cost auditor contravenes any provisions of this circular, the company and every officer thereof who is found to be in default, and the cost auditor in case he is in default, shall be punishable as per applicable provisions of the Companies Act, 1956. 4. The modifications contained in this circular shall be effective from the financial year commencing on or after the 1st day of January, 2013. 5. The Institute is requested to bring this to the general information of all Members in practice, and of the corporate sector. Yours faithfully, (B.B.Goyal) Adviser (Cost) Copy to: 1. E-Governance Cell, Ministry of Corporate Affairs, Shastri Bhavan, New Delhi with a request to upload this circular on the MCA s website. 2. All Regional Directors / Registrars of Companies 3. PS to CAM 4. PS to Secretary / Additional Secretary 5. PS to Joint Secretary (R) / Joint Secretary (M) 6. PS to DII (UCN) 7. PS to Economic Adviser