Special Resolution for removal of one of Joint Statutory Auditors

A company can have more than one statutory auditors working jointly on different activities of audit of the company as mutually decided between the audit firms. This generally happens in case of large scale companies where the audit workload is much more.

The members/shareholders of a company may resolve to remove one the joint statutory auditors for any genuine reason as they may deem fit as recommended by the board of directors. A special resolution is required to be passed in this regard seeking approval of members in general meeting.

Refer section 140 of the Companies Act, 2013 and rule 7 of the Companies (Audit and Auditors) Rules, 2014 regarding provisions on removal of auditors of the company.

Template of such a special resolution is as under—

SAMPLE

#. To consider and approve removal of M/s. ................................ as one of the Joint Statutory Auditors of the company

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 140 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Audit and Auditors) Rules, 2014 and relevant SEBI regulations and any other applicable provisions, including any modification(s) thereto or re-enactment(s) thereof for the time being in force, and pursuant to the order no. ....................... dated ...................... issued by Regional Director Office (................ Region), Ministry of Corporate Affairs, the consent of the members of the company be and is hereby accorded for removal of M/s. .................................. (Firm Registration Number: ...........................), before the expiry of the term, from the position of Joint Statutory Auditors of the company.

FURTHER RESOLVED THAT (Name), Managing Director and (Name), Company Secretary of the company be and is hereby severally authorised to file e-form(s) as applicable under the Act and authorised to represent before any regulatory authorities on behalf of the company, reply to the queries raised and to do all such acts, deeds, things, matters and take all such steps as may be deemed necessary, proper or expedient in the interest of the company to give effect to the foregoing resolutions.

FURTHER RESOLVED THAT the Board of Directors ("the Board") be and is hereby empowered to settle any questions, difficulties, doubts that may arise in this regard, as it may in its absolute discretion deem fit, and also authorized to delegate power from time to time to any Committee of the Board or individuals to give effect to the foregoing resolutions.

FURTHER RESOLVED THAT (Name), Managing Director and (Name), Company Secretary of the company be and is hereby severally authorised to engage M/s. ......................, Practising Company Secretaries to verify, certify, digitally sign and submit necessary e-form(s) with the office of the Registrar of Companies, ..................... on behalf of company and to represent or file any documents, papers, deeds etc. before any Government Authorities including office of Regional Director on behalf of the company and to do all necessary acts and deeds as required in this regard.”

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NOTE: The resolution sample(s) here is only for reference to help you with drafting. Do refer the exact provisions of the Companies Act, relevant rules framed thereunder and any other applicable laws to be able to not miss out anything important while drafting.