Removal of Auditor u/s 225

Hi Meenu,

Point 1: You need to pass ordinary resolution at AGM and it is to be considered as ordinary business as required by Section 173. But as per Section 225 (1) Special Notice shall be required. Go through Section 225(1) throughly.

Point 2: Explanatory Statement u/s 173 shall not be required as it is an ordinary business. 

Point 3: No. You don't need to share the special notice received from shareholder with other member but send a copy of such notice to the retiring auditor. 

But it is duty of the company to send a copy of the representation made by the retiring auditor to every member of the company.

Give a reading to section 225 throughly.

Best Regards

Thnxs Sir for your Reply.

Kindly clarify whether Sec 173(1)(a)(iv) covers the appointment of new auditor by removing the retiring auditor.If yes, then it covers under ordinary business.

Secondly under section 190(2) it is clearly given to present special notice of the resolution to the members as notice of the meeting.or to advertise it. This is as per M.C. Bandari also

Kindly clarify the issues.

Best Regards,

Meenu

Hi,

Yes Sec 173(1)(a)(iv) covers the appointment of new auditor by removing the retiring auditor and it is an ordinary business reason being Sec 173(1)(a)(iv) makes no difference between normal appointment of auditor and appointment of auditor as in your case.

Such special notice is required to be prepared by you in your language covering all the relevant points to comply section 190(2).

Best Regards,

Sir,

Thank u again for your appropriate views on this topic.

So as per our discussion on this forum

1. Appointment is to be taken as Ordinary business with no explanatory statement.Just the Company mention in note about the Special Notice.

2. To send the intimation & contents of Special notice to all the members.

Kindly clarify whether the company should despatch the notice along with the notice of the meeting or should send separetly to all indvidual or either to publish in newspaper.If the Company don't go for the advertisement of the same then what pratice should be followed?

Kindly clarify the point 2 for my reference pls.

Best Regards,

Meenu Jha

Hi Meenu,

As per the language used by Section 190(2) you should simply dispatch the special notice along with the notice of the meeting and there is no need to send it separately to all members.  

Publication of special notice in newspaper is required only if the dispatch the special notice along with the notice of the meeting is not practicable. Read Section 190(2) carefully.

Best Regards,

 Garg Sir,

Thanks for your requisite clarification for the same subject matter.

Sir, pls also clarify that special notice is to be provided by the member. Is there any specified limit of holding that member should hold or majority shareholder can give special notice? If majority holder is promoter itself then whether the next majority holder can give notice to the Company?

Pls. Expedite.

Best Regards,

Meenu Jha

Sir,

I further clarify my query which was not well versed.Its not related to the  percentage of holding of members to whom notice is to be given.

Kindly note that:

Special notice is given by any member to the Company.My query further to this includes whether the member presenting  special notice should hold any  specific  percentage of holding?

Trust this clarifies.

Best Regards.

Meenu

Special Notice can be given by any member, irrespective of his holding, not less than 14 days before the meeting excluding the day of serving of notice and the date of meeting and the Company shall not less than 7 days before the date of meeting give notice of the resolution for the same in the same manner as it gives notice to the members if it is not practicable it may also advertise the notice thereof in newspaper. Thus circulate it to the members is not necessary but notice for the same is necessary. However circulate the copy of such notice to the retiring auditor is necessary. And the representation of retiring auditor is to be send to every member of the company and if it is not praticable it may be readout at the meeting or if it is prejudicial to any other person's claim it is not necessary to send or read such representation.

Dear Meenu,

I think the law is very specific there is no confusion that notice can be given by any member.

Now what do you mean by "should hold any  specific  percentage of holding?"

Hi Meenu,

Any shareholder holding 1 share may give special notice.

In other words there is no such requirement that member presenting  special notice should hold any  specific  percentage of holding.

Best Regards

Sir,

If the representation is not to be even read in the AGM then how to proceed with the Central Govt?

Meenu

Dear Meenu,

The Act is silent in this regard thus as Mr. Ankur Garg specified a shareholder holding only 1 share may give special notice for the same.