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EGM for appointing the Auditors

Santhosh (Asst Manager - Finance) (35 Points)

09 July 2010

Hi,

Can anybody please help me to have the formats of :

Notice & Resolution of EGM for appointing new auditor after retiring of AGM approved auditor...

Should we pass special resolution or ordinary resolution?

Regards

Santhosh

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9 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 09 July 2010

Hi,

Please find attached herewith Sample EGM minutes to fill casual vacancy of statutory auditor. With the help of this attachment you can draft the EGM notice.

Simply pass an ordinary resolution to fill the vacancy.

Regards

Attached File : 15 sample egm minutes to fill casual vacancy of statutory auditor.doc downloaded: 7838 times

3 Like

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Nitin Grover (CS) (1228 Points)
Replied 09 July 2010

Dear Friends

In my views its a Casual Vacancy and it can be filled by Board itself also.

Regards

Santhosh (Asst Manager - Finance) (35 Points)
Replied 10 July 2010

Hi Mr Ankur/Mr Nitin, Thanks for the format & views. Regards Santhosh

(Guest)

It is not to be considered as the Casual vacancy, Because In casual vacancy the Auditor is appointed just to fill the Gap for the temporary period, IF you will appoint him in the Casual vacancy then You have to pass 2 Separate Resolution in AGM

1. For Appointment as Full-fledged Auditor

2. Re-Appointment of Retiring Auditor

So, You must have to appoint him as the Full-fledged Auditor only, If you are appointing him in the General Meeting..

Because You have to pass resolution Either in current EGM or Next AGM for appointing him in the full-fledged capacity..

---------------------------------------------------------------

Ankur Shah (Practicing Company Secretary)

Ahmedabad, Gujarat - 380015

Mobile: +91-90330 03922, 94276 33901

E-Mail: ankur @ csankur.com

Website: www.csankur.com

Blog: www.csankur.blogspot.com

(Guest)

Moreover, To appoint in the full-fledged capacity, Special resolution is required to be passed.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 12 July 2010

Originally posted by : Ankur Shah (PCS)
	Moreover, To appoint in the full-fledged capacity, Special resolution is required to be passed.

Please check bro...

In the entire Companies Act, 1956, Special Resolution for the appointment of auditor is required only when section 224A is applicable to the company. I think you just forget to mention the section.

Yogesh Bhatt (Company Secretary) (475 Points)
Replied 12 July 2010

Dear MR. Ankur Gard,

special resolution also need in case of Section 224 (6)(a).

As per section :

A casual vacancy is a vacancy of a temporary nature that may occur during the currency of the year after the appointment is made by the company at its general meeting.

The auditor appointed in a casual vacancy shall hold office till the conclusion of the next annual general meeting.

If the casual vacancy arises, the remaining auditors, if any, will continue to act as the auditors of the company.

Further most important point :

Point 1 :Where the casual vacancy arises due to death or disqualification, the Board of Directors may appoint another auditor.

Point 2 : But where the casual vacancy is caused by resignation of an auditor, the Board cannot fill up the casual vacancy but the vacancy so caused by resignation, shall be filled by the company in general meeting.

In case of point 2 , we have to call EGM to file casual vacancy due to resignation and in that case we need to pass special resolution.

Regards.

swati (Company Secretary) (22 Points)
Replied 29 October 2010

Dear All

In one of our private company we want to appoint new auditor in place of old one.
can be done by two method.
1) To change the auditor by moving the special Notice
2)To take the resignation and appoint the new auditor in general meeting:- in this case my query is, can we place the resignation of the auditor in the BOD meeting in which he will sign the account for the year ended on31.03.2008and add the new item to notice of AGM to appoint the new auditor? or we have to conduct EGM before AGM to take the matter seprately.

Pls. share your practical experience.

Regards

Swati

swati (Company Secretary) (22 Points)
Replied 29 October 2010

Hello,

Please give me the clarity on section 212(1)(e) : To the holding company b/s documents of its subsidiary need to be attached under section 212 (1) . Under Section 212(1)(e) interest of holding company in its subsidiary need to be disclosed as specified in sub section(3)

Section 212( 3)(b) : the net aggregate amount so far it concerns members of the Holding company and is not dealt with in the Company' s account ......sub clause (1) For the FY.... aforesaid and (2) for the Previous FY.......subsidiary.

212(3) (c) : the net aggregate amount so far it concerns members of the Holding company and is dealt with in the Company' s account sub clause (1) For the FY.... aforesaid and (2) for the Previous FY.......subsidiary.

Please give me the clearity that A. which amount is need to be taken under the above mentioned sub clause (i) and (ii) of section 212 (3) b and c as this is the statement need to be affixed with holding company balance sheet while form 23AC is to be filled

B. what's the meaning of dealt with and not dealt with company accounts.