RAM LABHAYA J.: This is a case for orders of this Court under S. 21, Chartered Accountants Act, 1949. The res­pondent is a chartered accountant practising at Jorhat. He was appointed auditor by the Golaghat Bijuli Supply Company Ltd. for the year ending 30-6-50. Mr. Majumdar, another chartered accountant, complained that in accepting the appointment, the respondent had contravened the provisions of Cls. (h) and (i) of the schedule to the Chartered Accountants Act, 1949. The Secretary of the Council, on receiving the com­plaint, asked the respondent to put in his written statement. Having obtained the written state­ment from him, he placed the matter before the Council in its meeting held on 16-9-50. The Council decided to have an enquiry made-by the Disciplinary Committee, as contemplated by S. 21, Chartered Accountants Act, 1949. A meeting of the Disciplinary Committee was held on 21-11-52. The parties were heard. The report of the Committee was that the first charge dis­closed in the complaint was not proved. The-second charge which involved the violation of Cl. (i) of the schedule was found to have been proved. The Council adopted the report of the-Committee. The finding has been referred to this Court in compliance with the provisions con­tained in S. 21, Cl. (2), for orders of this Court. According to the provisions contained in the schedule to the Act (vide Cl. (D), a chartered accountant is to be deemed guilty of conduct rendering him unfit to be a member of the in­stitute if he accepts an appointment as auditor of a Company without first ascertaining' from it whether the requirements of S. 144, Companies Act, 1913, as respects the appointment of auditors have been duly complied with. The second charge in the complaint against the respondent was .that he accepted the appointment in violation of the requirements of Cl. (i) without satisfying himself whether the requirements of S. 144, Companies-Act, had been fulfilled. (2) The facts of the case are admitted. There is no dispute about them. In the first Ordinary General Meeting of the Company, an auditor was appointed. The complainant, Mr. Majumdar, was the auditor. In the second Annual General Meet­ing, no auditor at all was appointed. The meeting' was held on 7-3-50. The Company informed the respondent by their letter on 26-9-51 that he had. been appointed auditor for the year ending: 30-6-50. In the first Ordinary General Meeting of the Company, an auditor was appointed. The complainant, Mr. Majumdar, was the auditor. In the second Annual General Meet­ing, no auditor at all was appointed. The meeting' was held on 7-3-50. The Company informed the respondent by their letter on 26-9-51 that he had. been appointed auditor for the year ending: 30-6-50. The respondent, by his letter, dated: 23-10-51 enquired from the Company before accept­ing the appointment whether notice of his nomi­nation as auditor had been given by the company to the retiring auditor as well as to the Members. The Company informed the respondent by their letter, dated 28-10-51, that no auditor had been appointed at the previous annual general meeting'- He was, however, assured that in the meeting, of the Directors of the Company held on 22-9-51, a resolution was passed appointing the respon­dent auditor of the company and that notice of the appointment would be sent to Mr. Majumdar. On this assurance, he accepted the appointment and audited the accounts. His defence before the Disciplinary Committee was that he accepted the appointment under the impression that it was a case of casual vacancy, and that the appointment was being made under S. 144, Cl. (8), and not Cl. (4). (3) Section 144(1) provides that no person shall be appointed or act as an auditor of a Company other than a private Company, not being the subsidiary company of a public com­pany unless he holds a certificate from Central Government entitling him to act as an auditor of Companies. Clause (3) of the section provides that every Company shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting. Clause (4) provides that if an appointment of an auditor is not made at an annual general meeting, the Central Government may, on the application of any member of the Company, appoint an auditor of the Company for the cur­rent year, and fix the remuneration to be paid to him by the Company for his services. (4) The requirement of S. 144(3) is mandatory. The Company has to appoint at its annual gene­ral meeting an auditor for the ensuing year. It is admitted that this appointment was not made. The Company, therefore, failed to comply with the requirements of S. 144, Cl. (3). There can be no controversy about it. (4) The requirement of S. 144(3) is mandatory. The Company has to appoint at its annual gene­ral meeting an auditor for the ensuing year. It is admitted that this appointment was not made. The Company, therefore, failed to comply with the requirements of S. 144, Cl. (3). There can be no controversy about it. The respondent could not fail to realise that the Company had failed in its obvious statutory duty. He was informed that he was being appointed by the Directors. His case before the Disciplinary Committee and before us was that he bona fide believed that the Directors were filling a casual vacancy under Cl. (8). This clause provides that the Directors may fill any casual vacancy in the office of auditor, but while any such vacancy continues, the surviv­ing or continuing auditor (if any) may act. It is clear from the language of this clause that a casual vacancy is a vacancy of a temporary nature which may occur during the currency of the year after an appointment is made by the Company at its annual general meeting. The appointment of the auditor, enures only for a I year. A casual vacancy, therefore, will be a temporary vacancy for a part of the year. It is, therefore, provided that if there is any casual vacancy, this may be filled by the Directors, but the surviving or continuing auditor also has the authority to act. A casual vacancy, therefore, is not a vacancy created by any deliberate omission on the part of the Company to appoint an auditor in its annual general meeting. The failure on the part Of the Company and its directors to comply with the requirement of Cl. (3), S. 144, is easily dis­tinguishable from a casual vacancy, which may be filled under Cl. (8). The contention of the respondent that it was a casual vacancy has obviously got no merit. The respondent is a young man; he has just entered the profession; this was probably his first case. He got his certificate only a week before. He was lacking in experience, but even so, it does not seem probable that he felt convinced that it was a case of casual vacancy. (5) His bona fides are to a certain extent open to question. He probably deceived himself in his own interest by stretching Cl. He got his certificate only a week before. He was lacking in experience, but even so, it does not seem probable that he felt convinced that it was a case of casual vacancy. (5) His bona fides are to a certain extent open to question. He probably deceived himself in his own interest by stretching Cl. (8) to such an extent that it yielded a meaning in his favour. This appears to be likely, but considering his youth and want of experience, one may not altogether exclude the possibility of a misappre­hension about the legal position. It is possible that he believed genuinely that the Company had not contravened any provision of the law when its Board of Directors had offered the appoint­ment to him after informing the retiring auditor, but even his honest belief is no answer to the charge, though his misapprehension may serve as an extenuating circumstance justifying lenient treatment that may be meted out to him. In these circumstances, although the charge (2) is proved, the transgression on his part is not such as to justify a finding that the respon­dent has been guilty of such conduct which renders him unfit to be a member of the institute. We do not think that the punishment need take any serious form. A mere warning should be enough, in the circumstances of the case, as recommended by the Council. The respondent is warned. He should realise the very responsible duties of his office and avoid being guilty of similar contraventions of the law in future, which, if repeated, would attract severe penalties. W& make no order as to costs. (6) DEKA J.: I agree. Order accordingly..