Ordinary Resolution for Appointment of Auditor to Fill the Casual Vacancy Caused by Resignation in Case of Company other than Government Company

RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the applicable rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) M/s_________, Chartered Accountants, be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s_________, Chartered Accountants, to hold office till the conclusion of the next Annual General Meeting at a remuneration to be decided by the Board of Directors of the Company in consultation with the Auditors plus applicable taxes and reimbursement of travelling and other out of pocket expenses incurred by them in connection with the audit.

RESOLVED FURTHER THAT any director of the Company be and is hereby severally authorised to intimate M/s _________, Chartered Accountants, about their appointment as Statutory Auditors of the Company and to file, sign, verify and execute all such e-forms, papers or documents, as may be required and do all such acts, deeds, matters and things as may be necessary and incidental for giving effect to this resolution.”

Explanatory statement pursuant to Section 102 of the Companies Act, 2013

M/s ________, Chartered Accountants, the existing Statutory Auditors tendered their resignation from the position of Statutory Auditors of the Company on _________ due to personal reason resulting into a casual vacancy in the office of statutory auditors of the Company.

In terms of Section 139(8) of the Companies Act, 2013, any casual vacancy in the office of a statutory auditor shall be filled by the Board of Directors and if such casual vacancy is as a result of the resignation of an auditor then such appointment shall also be approved by the company at a General Meeting convened within three months from the recommendation of the Board.

The Board recommends that M/s_________, Chartered Accountants, be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s___________, Chartered Accounts. The Company has received necessary consent/certificate from M/s_________, Chartered Accounts regarding appointment as statutory auditors of the company as per the provisions of the Companies Act, 2013.

Hence, the proposed resolution is submitted to the meeting for the consideration and approval of the members as an ordinary resolution.

None of the Directors of the company and their relatives are concerned or interested in the said resolution.