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is special resolution required??

Nitya (46 Points)

22 October 2008

in filling up the casual vacancy caused by the resignation of an existing auditor, Is special resolution required to be passed if sec 224A is applicable??....my sir told that where casual vacancy is filled up in a GM,even when 224A is applicable only ordinary resolution is sufficient but why do some books like padhuka in its corporate law book specified in a question that special special resolution be passed if 224A is applicable in casual vacancy.

if one of the joint auditors resign .what steps to be taken(november 1994 question)

I GUESS NO ONE IS CATCHING MY QUESTION.I WIL GIVE AN EXAMPLE. If x is an auditor appointed in the last AGM and now he resigns.if section 224A is applicable to that company for which x is an auditor then how will a new auditor be appointed in his place.procedure?

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5 Replies

satheesh (auditor) (26 Points)
Replied 22 October 2008

224A. Auditor not to be appointed except with the approval of the company by special resolution in certain cases
¹[224A. Auditor not to be appointed except with the approval of the company by special resolution in certain cases.-

(1) In the case of a company in which not less than twenty-five per cent of the subscribed share capital is held, whether singly or in any combination, by-

(a) a public financial institution or a Government company or Central Government or any State Government, or

(b) any financial or other institution established by any Provincial or State Act in which a State Government holds not less than fifty-one per cent of the subscribed share capital, or

(c) a nationalised bank or an insurance company carrying on general insurance business,

the appointment or re-appointment at each annual general meeting of an auditor or auditors shall be made by a special resolution.

(2) Where any company referred to in sub-section (1) omits or fails to pass at its annual general meeting any special resolution appointing an auditor or auditors, it shall be deemed that no auditor or auditors had been appointed by the company at its annual general meeting, and thereupon the provisions of sub-section (3) of section 224 shall become applicable in relation to such company.

Explanation.-For the purposes of this section,-

(a) "general insurance business" has the meaning assigned to it in the General Insurance (Emergency Provisions) Act, 1971 (17 of 1971);

(b) "nationalised bank" means a corresponding new bank as defined in the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 (5 of 1970) ²[or in the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (10 of 1980)].

For second question, treat it as casual vacancy and read the provisions for the steps as the notice for resignation is given by the auditors is given to the board

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jaiprakash (CA Final) (103 Points)
Replied 22 October 2008

Your sir is rigth .When ther is a casual vacancy in case of Death or desolution of firm , board of directors can fill the vacancy . But in case of resignation The members alone can fill such vacancy by a ordinery resolution. Even in case of joint auditors

(Guest)

Originally posted by :jaiprakash
"	Canyou provide with a format of resolution to be passed in General meeting for the closure of Bank account. is any special resolution required for this	"

hemangi (management trainee) (40 Points)
Replied 14 December 2009

I want to know the resolution to be passed in EGM for appointing joint auditors in place of existing auditors. It's urgent

sameer k. roy (shareholder) (21 Points)
Replied 06 July 2010

i want to know is special resolution required to reconstitute new board of directors of the private ltd company? if so, please inform me the procedure of the same.