Dear Nihar,
The special notice under section 225 will be necessary even where in place of the retiring auditor some other auditor is appointed due to applicability of any of the four situations specified in the four clauses of Section 224(2) is attracted.
Section 224(2) says that :
“a retiring auditor, by whatsoever authority appointed, shall be re-appointed, unless—
(a) he is not qualified for re-appointment;
(b) he has given the company a notice in writing of his unwillingness to be re-appointed;
(c) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be re-appointed; or
(d) where notice has been given of an intended resolution to appoint some person or persons in the place of a retiring auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with.”
The requirement of a special notice will ensure that no existing auditor is removed (or eased out from his position by coercion or any other corrupt ways) from his office without the matter being specifically brought to the notice of the shareholders of a company and being carefully considered by them.
SPECIMEN OF SPECIAL NOTICE FOR APPOINTMENT OF AUDITORS OTHER THAN THE RETIRING AUDITORS
From …………. (Member) Dated 3rd August, 2012
To
The Board of directors
(Registered Office)
Sub: Notice under section 225(1) of the Companies Act, 1956 for appointment of auditors M/s Batliboi & Co., Chartered Accountants, in place of M/s NM Raiji & Co. Chartered Accountants.
Dear Sir/s
This has in reference to your notice, dated 3rd July, 2012 for the 17th Annual General Meeting of the Company to be held on , 20th August, 2012.
I, would like to inform that I have …….. Equity Shares of the company constituting …… % of the total paid up capital of the company and in reference to the provisions of section 225(1) read with the provisions of section 190 of the Companies Act, 1956, I hereby give a notice that M/s Batliboi & Co., Chartered Accountants, Mumbai be appointed in place of M/s NM Raiji & Co. Chartered Accountants, Mumbai, the auditors of the company, who are unwilling to be re-appointed at the ensuing AGM.
I hereby submit a draft of the resolution for approval at the annual general meeting to be held on 20th August, 2012.
You are requested to please do the needful as per provisions of the Companies Act, 1956.
Thanking you
Yours faithfully
(……………..)
Member, Folio No……..
Encl.: 1. Draft of the resolution
2. Eligibility letter given by M/s Batliboi & Co., Chartered Accountants, Mumbai .
SPECIMEN OF THE RESOLUTION TO BE SUBMITTED BY MEMBER'S ALONGWITH THE NOTICE
“RESOLVED THAT M/s Batliboi & Co., Chartered Accountants, Mumbai be and is hereby appointed as the auditors of the company in place of the retiring auditors M/s NM Raiji & Co. Chartered Accountants, Mumbai to hold the office of the auditors till the conclusion of the next annual general meeting on such remuneration as may be determined by the Board of directors of the company.”
SPECIMEN OF LETTER FOR NOTICE TO THE RETIRING AUDITOR BY THE COMPANY
4th August, 2012
To,
M/s NM Raiji & Co.
Chartered Accountants
(Address)
Sub: Notice under section 225(1) of the Companies Act, 1956 received from a member for appointment of auditors M/s Batliboi & Co., Chartered Accountants, Mumbai in place of retiring auditors.
Dear Sir/s
Kindly find enclosed a copy of the notice received from ………. a member of the company under section 225(1) read with the provisions of section 190 of the Companies Act, 1956 regarding notice for appointment of M/s Batliboi & Co., Chartered Accountants, Mumbai in place of retiring auditors.
In terms of the provisions of section 225(2) of the Companies Act, 1956, we hereby submit a copy of the notice for your kind information.
Kindly acknowledge the receipt of letter for our reference and record.
Thanking you,
Yours faithfully
For, _____ Ltd.
DIRECTOR
Encl.: a/a
Regards,
Veeral Gandhi
CAclubindia
