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Appointment of auditors and format of resolution

SANKAR MAJUMDAR (COST ACCOUNTANT) (111 Points)

05 December 2014

A Pvt. Ltd. Co. is in existence since 1998 and has the same firm of auditors since inception. It does not fall into the class of companies prescribed u/s 139(2). It will reappoint its auditors in the AGM. Will it be an appointment for the next 5 years or will it be a simple reappointment till the next AGM ?

What would be the resolution to be passed at the AGM ? Will it mention that XYZ & Co., Chartered Accountants are being reappointed till the conclusion of 6th AGM from this meeting or will it say that the CA firm is being reappointed till the next AGM ?

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CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 05 December 2014

The appointment of auditors shall be made for a 5 year term subject to ratification at every AGM. Answer to your question

1. Appointment will be for next 5 years subject to ratification at every AGM

2.DRAFT RESOLUTION APPOINTMENT OF STATUTORY AUDITORS OF THE COMPANY:-ORDINARY RESOLUTION

“RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. ________________, Chartered Accountant, (Firm Registration No. _________________) be and is hereby appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this ____________Annual General Meeting till the conclusion of ____________Annual General Meeting of the Company, subject to ratification as to the said appointment at every Annual General Meeting, on such remuneration including out of pocket expenses and other expenses as may be mutually agreed by and between the Board of Directors and the Auditor.

RESOLVED FURTHER THAT to give effect to above resolution, the Board of Directors of the Company be and is hereby authorized for and on behalf of the Company to take all necessary steps and to do all such acts, deeds, matters and things which may deem necessary in this behalf.”

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