## Filling of Casual Vacancy [Section 139(8)]

A casual vacancy in the office of auditor arises when an auditor vacates the office (e.g., due to death, resignation, or post-appointment disqualification).

### Government Companies

Step	Authority	Timeframe
Primary	CAG fills the vacancy	Within 30 days
If CAG fails	Board of Directors fills	Within the next 30 days

### Other than Government Companies

Step	Rule
Who fills	Board of Directors fills within 30 days
If vacancy arose due to resignation	Appointment must also be approved at a General Meeting
General Meeting timing	GM must be convened within 3 months of the Board's recommendation

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## Auditor's Remuneration

Auditor	Who Fixes Remuneration
First Auditor	Board of Directors
Subsequent Auditor	Shareholders at the general meeting (or in such manner as may be determined in the general meeting)

Worked example

### Example 1

Example – Casual Vacancy (Resignation): The auditor of ABC Ltd. (a private company) resigns on 1 June 2025. What is the procedure to fill the vacancy?

Answer: The Board of Directors must fill the vacancy within 30 days (by 1 July 2025). Since the vacancy arose due to resignation, the appointment must also be approved at a General Meeting, which must be convened within 3 months of the Board's recommendation.

### Example 2

Example – Remuneration: A company was incorporated in January 2025 and the Board appointed the first auditor. Who determines the first auditor's remuneration?

Answer: The Board of Directors fixes the remuneration of the first auditor.

⚠️ Common exam mistakes

Forgetting the extra GM-approval requirement when the casual vacancy arises due to resignation (vs. other causes like death or disqualification).
Stating that 'members' fix remuneration for the first auditor — it is the Board that fixes remuneration for the first auditor; members fix it for subsequent auditors.
Mixing up the 30-day (CAG) and next-30-day (Board) windows for government companies under casual vacancy.

Bare-Act text Section 139(8) · Companies Act, 2013 · click to expand

Any casual vacancy in the office of an auditor shall— (i) in the case of a company other than a company whose accounts are subject to audit by an auditor appointed by the Comptroller and Auditor-General of India, be filled by the Board of Directors within thirty days, but if such casual vacancy is as a result of the resignation of an auditor, such appointment shall also be approved by the company at a general meeting convened within three months of the recommendation of the Board.

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Filling of Casual Vacancy and Auditor's Remuneration [Section 139(8)]

Worked example

⚠️ Common exam mistakes