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PROCESS OF APPOINTMENT
OF AUDITOR

APPOINTMENT OF AUDITOR,
Section
– 139 read with rules The Companies
(Audit
and Auditors) Rules, 2014
Series-25.1
STEP 1. INTIMATION FOR APPOINTMENT BY COMPANY TO AUDITOR. Date of Such Intimation will be before the Date of Board Meeting in which Notice of AGM will be issue. 
STEP 2. CONSENT & CERTIFICATE BY AUDITOR TO COMPANY Date of Consent & Certificate will be after the Date of Letter of Intimation and before the Date of Board Meeting in which Notice of AGM will be issue. 
STEP 3. ISSUE OF NOTICE OF AGM BY COMPANY BY PROPOSING APPOINTMENT OF SUCH PERSON AS AUDITOR OF COMPANY. 
STEP 4. APPOINTMENT OF AUDITOR IN GENERAL MEETING BY PASSING OF ORDINARY RESOLUTION. 
STEP 5. ISSUE OF INTIMATION LETTER BY COMPANY TO AUDITOR WITH IN 15 DAYS OF ANNUAL GENERAL MEETING. 
STEP 6. FILLING OF FORMAT-1 AND CONSENT OF AUDITOR AS AN ATTACHMENT IN GNL-2 WITH MCA BY COMPANY WITH IN 15 DAYS OF AGM. 
DRAFTS OF THE DOCUMENTS REQUIRED FOR THE APPOINTMNET OF
AUDITOR
i.             
INTIMATION FOR APPOINTMENT BY COMPANY TO AUDITOR
                                                                                      22nd
August, 2014

M/s Name of auditor
firm.

Chartered Accountants,
Address:————
Ref: Consent & Certificate for re-appointment
as statutory auditor under the
Companies
Act, 2013
Dear Sir,
The company is planning to hold 1st
Annual General Meeting on 25th September, 2014 and in accordance
with provisions of Section 139 of Companies Act, 2013, we need your consent and
certificate under section 141 of Companies Act, 2013 for your re-appointment as
Statutory Auditor of Company.
Thanking you,
Yours sincerely,
For Name of Company
(Name of Director)
Director
DIN: —————
Add: ————-

II.           
Consent of auditor
 To                                                                             
                     
              Date:
25th August, 2014
The Board
of Directors
Name of
Company
Address
Dear Sirs,
Sub: Letter of Consent for re-appointment as auditors of Divine
Advertisers Private Limited.
We thank you for your letter dated: 22nd August, 2014, seeking our
consent for re-appointment as auditors of Divine Advertisers Private
Limited (“the company”). We hereby consent to our re-appointment as auditors of
the company pursuant to the provisions of Section-139 of the Chapter X of the
Companies Act, 2013.
Thanking
you,
Yours
Sincerely,
Name of Auditor Firm
Chartered
Accountants
Firm
Registration No. ———–
(Name of
Partner/Proprietor)
Partner
Membership
No. ———–
Place:
Delhi
III.          
Eligibility Certificate from auditor
 Certificate
[Pursuant
to the provisions of Section 139 of the Chapter X of the Companies Act, 2013
read with
 the Companies (Audit and Auditors) Rules,
2014]
To                                                                             
                     
               Date:
25th August, 2014
The Board
of Directors
Name of
Company
Address
Dear Sirs,
Sub: Letter
for re-appointment as statutory auditor under the Companies Act, 2013
In
connection with re-appointment of Name of Auditor firm. (“the Firm”), Chartered Accountants
as auditors of  Divine Advertisers
Private Limited (“the Company”) in accordance with the provisions of the
Companies Act, 2013 (the Act) and rules and regulations made there under, we
are pleased to confirm that:
1) The
firm is eligible for re-appointment and is not disqualified for re-appointment
under section 141 of the Companies Act, 2013, the Chartered Accountant Act,
1949 and rules and regulations made thereunder;
2) Our
proposed re-appointment would be as per the terms provided under the Act;
3) The
proposed appointment is within the limits laid down by or under the authority
of the Act;
4) There
are no proceedings pending against either of the partners or the firm with
respect to professional matters of conduct.
5) We
satisfy other criteria as provided under Section 141 of the Act.
Thanking
you,
Yours Faithfully,
Name of Auditor Firm
Chartered
Accountants
Firm
Registration No. ———–
(Name of
Partner/Proprietor)
Partner
Membership
No. ———–
Place:
Delhi
IV.          
LANGUAGE IN NOTICE FOR APPOINTMENT
2.   
Re-appointment of Auditor
To consider and if thought fit,
to pass with or without modification(s), the following resolution as an
Ordinary Resolution:
“RESOLVED THAT
pursuant to the provisions of Section- 139 and other applicable provisions, if
any, of the Companies Act, 2013 and the Rules framed there under, as amended
from time to time, M/s. Name of Chartered Accountant., Chartered Accountants, (FRN No. ———-) be and is hereby re-appointed as Auditor of the
Company to hold office from the conclusion of this Annual General Meeting (AGM)
till the conclusion of the 6th AGM of the
Company to be held in the year
2019 (subject to ratification of their re-appointment at every AGM), at such
remuneration as may be agreed upon between the Board of Directors and Statutory
Auditors, in addition to the reimbursement of service tax and actual out of
pocket expenses incurred in relation with the audit of accounts of the Company.
V.           
LANGUAGE IN DIRECTOR REPORT.
Auditors of the Company M/s Name of firm., Chartered Accountants,
hold office until the conclusion of the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment until the conclusion of 6th
Annual General Meeting of the company to be held in the Year 2019 (subject to
ratification of their appointment by the Members at every Annual General
Meeting held after the ensuing Annual General Meeting).
As required under the provisions of section – 139(1) of the
Companies Act, 2013, the company has received a written consent from M/s Name
of firm., Chartered Accountant to their re-appointment and a certificate, to
the effect that their re-appointment, if made, would be in accordance with the
new Act and the Rules framed there under and that they satisfy the criteria
provided in section- 141 of Companies Act, 2013. The Board recommends their
appointment.
vi.           
LANGUAGE OF ordinary resolution.
1.     
RE-APPOINTMENT OF RETIRING
AUDITORS
The Chairman informed the meeting
that the Retiring Auditors, M/s NAME OF AUDITOR FIRM., Chartered Accountants,
have shown their willingness to be re-appointed as Auditors of the Company and
have confirmed that their re-appointment, if made, would be within the limits
prescribed under Section 139 of the Companies Act, 2013.
On this connection, the Chairman
invited the member/s to propose the following resolution which was proposed by
Mr. Sumit Khanna the Managing Director and Member of the Company:
“RESOLVED THAT pursuant to the provisions of Section- 139
and other applicable provisions, if any, of the Companies Act, 2013 and the
Rules framed there under, as amended from time to time, M/s. NAME OF AUDITOR
FIRM., Chartered Accountants, (FRN No. ————–) be and is hereby
re-appointed as Auditor of the Company to hold office from the conclusion of
this Annual General Meeting (AGM) till the conclusion of the 6th AGM
of the Company to be held in the year 2019 (subject to ratification of their
re-appointment at every AGM),
FURTHER
RESOLVED THAT
the remuneration of the
Statutory Auditors of the Company be and is here-by decided either by Mr. Name
of Director or Mrs. Name of Director, both Directors of the Company.”
The resolution then was seconded
by Mr.  Name of Director, Director
/Member of the Company.
The Chairman then put the
resolution to members present at this meeting to vote by show of hands in
response to which all the members present, raised their hands in favor of the
resolution. Then the Chairman declared the same as passed unanimously.
vii.         
Intimation letter to auditor.
                                                                                      25th
September, 2014

M/s Name of auditor
firm.

Chartered Accountants,
Address:————
Sub. : Reappointment as Statutory Auditors of the
Company.
Dear Sir,
With reference to the resolution passed at the
Annual General Meeting held on 25th September, 2014, we bring to
your kind notice that you have been re-appointed as Statutory Auditors of the
Company till the conclusion of the 8th AGM of the Company to be held
in the year 2019 (subject to ratification of their re-appointment at every AGM).
The remuneration shall be decided mutually.
Thanking you,
Yours sincerely,
Yours sincerely,
For Name of Company
(Name of Director)
Director
DIN: —————
Add: ————-
Author – CS Divesh Goyal, GOYAL
DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be
contacted at csdiveshgoyal@gmail.com) Disclaimer: The entire contents of this
document have been prepared on the basis of relevant provisions and as per the
information existing at the time of the preparation. Though utmost efforts has
made to provide authentic information, it is suggested that to have better
understanding kindly cross-check the relevant sections, rules under the
Companies Act, 2013. The observations of the author are personal view and the
authors do not take responsibility of the same and this cannot be quoted before
any authority without the written

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