AGM resolution appointment of auditor other than retiring auditor

In accordance with clause (i) of sub-section (4) of section 140 of the Companies Act, 2013, Special notice shall be required for a resolution at an annual general meeting appointing as auditor a person other than a retiring auditor, or providing expressly that a retiring auditor shall not be re-appointed.

The Board of Directors/ Audit Committee is required to take into consideration the qualifications and experience of the individual or the firm proposed to be considered for appointment as auditor.

The auditor appointed in the AGM holds office from the conclusion of that meeting till the conclusion of the 6th annual general meeting.

The auditor must consent to this appointment in writing and must provide a certificate as required under section 139(1) well before such appointment is made.

Following is a template of resolution for appointment of Auditor other than retiring Auditor in AGM.

SAMPLE

#. Appointment of M/s. ABCD, Chartered Accountants (FRN - ....................) as Auditors of the company in place of M/s. EFGH, Chartered Accountants (FRN - ....................)

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of sections 139, 140, 141, 142 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder, M/s. ABCD, Chartered Accountants (Firm Regn. No.: ...................), be and is hereby appointed as the Auditors of the company, to hold office from the conclusion of this meeting until the conclusion of ...th AGM of the members of the company, subject to ratification of the appointment by the members at every AGM in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder and that the Board of Directors be and is hereby authorized to fix such remuneration as may be recommended by the Audit Committee in consultation with the Auditors and that such remuneration may be paid on a progressive billing basis to be agreed upon between the Board of Directors and the Auditors.”

Special Notice in terms of section 140(4)(i) read with section 115 of the Companies Act, 2013.

A special notice in accordance with section 115 has been received in terms of section 140(4)(i) of the Companies Act, 2013 from a member proposing the appointment of M/s. ABCD, Chartered Accountants (FRN - ....................), as Auditors of the company in place of M/s. EFGH, Chartered Accountants (FRN - ....................) who have informed the company that they do not wish to continue as statutory auditors of the company with effect from the close of this Annual General Meeting on DD/MM/YYYY.

EXPLANATORY STATEMENT
Pursuant to Section 102(1) of the Companies Act, 2013

Item No. ...: Appointment of M/s. ABCD, Chartered Accountants (FRN - ...................) as Auditors in place of M/s. EFGH, Chartered Accountants (FRN - ...................):

M/s. EFGH, Chartered Accountants, the existing Statutory Auditors of the company were appointed as Auditors of the company by the members to hold office from the conclusion of ....th Annual General Meeting until the conclusion of ....th Annual General Meeting.

By their letter dated .................., M/s. EFGH, Chartered Accountants have informed the company that they do not wish to continue as Auditors of the company with effect from the conclusion of the ensuing Annual General Meeting to be held on .................. Accordingly, the ratification of their appointment at the ensuing ....th AGM of the company cannot be considered by the members.

At the Meeting held on .............., the Board of Directors has recommended the appointment of M/s. ABCD, Chartered Accountants as Statutory Auditors of the company, in place of M/s. EFGH, Chartered Accountants, to hold office from the conclusion of this Annual General Meeting until the conclusion of ....th AGM on remuneration to be fixed by the Board of Directors, subject to the approval of the members.

The resolution under this item seeks the approval of the members by an ordinary resolution for the said appointment of the new auditors.

None of the Directors or Key Managerial Personnel of the company or their respective relatives are concerned or interested in the foregoing resolution.

Your Directors recommend the ordinary resolution set forth in Item No. ... for your approval.



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NOTE: The above mentioned resolutions and any other info are only template(s) for reference purpose only. Please do refer the exact provisions of the companies act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting any such resolutions and any other relevant info mentioned along with it.