“RESOLVED THAT, pursuant to proviso to Sub-section (8) of Section 139 of the Companies Act, 2013, M/s……………………………… Chartered Accountants ………………………, New Delhi, be and are hereby appointed as the auditors of the company to fill the vacancy caused by the resignation of M/s……………………. Chartered Accountants, ………………….., New Delhi, 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 remuneration of…………….. plus reimbursement of out-of-pocket expenses that may be incurred by the auditors in the performance of their duties as auditors of the company.”

Explanatory Statement
M/s. ……………………, the existing auditors have submitted their letter of resignation, citing personal reasons. Proviso to Section 139 (8) of the Companies Act, 2013, 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 by the Board of Directors and the appointment made by the Board shall be approved in a general meeting within 3 months of the recommendation of the Board.
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 directors is interested or concerned in the proposed resolution.