As rightly meant by Mr. Sanjay, I understood that the expression 'casual vacancy' has no where been defined in the Act. Simply stated, a casual vacancy in the office of an auditor means a vacancy caused in the office of an auditor by his death, disqualification, resignation, etc. Now I understood it doesn't matter whether the resignation is at AGM or in between two AGMs. See Proviso to sec. 224(6)(a). Here I believe this case will also be touched by Sec.225(1) where special notice or express provision in the notice requires since a new person is being appointed as Auditors.
The resolution may be like this:
"Resolved that, pursuant to proviso to sub sec.(6)(a) of Sec.224 of the C.A-1956,M/s------------------,CAs be and are hereby appointed as auditors of the company to fill the vacancy caused by the resignation of M/s -------------------, CAz,present auditors of the company, to hold the office from the date of this meeting until the conclusion of the next annual general meeting of the company on a remuneratin of Rs-------"
Proviso to SEc 224(6)(a) lays down that where vacancy in the office of an auditor is caused by the resignation of the existing auditor, the vacancy shall be filled only by the company in GM. Hence this resolution for approval by the members. The letter of resignation of M/s -----may be inspected at the registered office of the company at-------during the business hours on any working day.
None of the directos is interested or concerned in the proposed resolution.,
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