Specify the procedure where the first auditor is not appointed by the Board of Directors.

Section 139 (6) of the Companies Act, 2013, lays down that if the Board fails to exercise its power to appoint the first auditor within 30 days of registration of company, the Board shall intimate such failure to the members of the company who shall within ninety days at an extraordinary general meeting appoint such auditor and such auditor shall hold office till the conclusion of the first annual general meeting. In this regard, the following procedure is to be adopted: Convene a Board meeting (as per Section 173 & Secretarial Standard (SS-1) to discuss the matter, decide the day, date, time and place of the general meeting (extra-ordinary general meeting) to appoint first auditor which shall not be beyond 90 days of Board's information of failure to appoint first auditor and approve the draft notice of the meeting. Obtain a consent letter and certificate from the proposed auditor stating: the individual or the firm, as the case may be, is eligible for appointment and is not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder; the proposed appointment is as per the term provided under the Companies Act, 2013; the proposed appointment is within the limits laid down by or under the authority of the Act; the list of proceedings against the auditor or audit firm or any partner of the audit firm pending with respect to professional matters of conduct, as disclosed in the certificate, is true and correct. Issue notice of extra-ordinary general meeting to the members of the company. Hold the extra-ordinary general meeting and pass ordinary resolution for appointing the first auditor. Immediately inform the first auditor of his appointment, forwarding therewith a certified copy of the resolution passed at the meeting.