Draft a resolution to be passed by the Board of Directors of a Company for the removal of the auditor of the Company covering also the incidental matters.

BOARD RESOLUTION FOR REMOVAL OF THE AUDITOR RESOLVED THAT pursuant to Section 140(1) of the Companies Act 2013 read with Rule 7 of the Companies (Audit and Auditors) Rules 2014, subject to the approval of shareholders at a general meeting and subject to the approval of Central Government (powers has been delegated to Regional Director) in this behalf, Mr. X, Chartered Accountant, the auditor of the Company be removed from his office as auditor. RESOLVED FURTHER THAT an Extraordinary General Meeting of the Company be held at 1600 Hrs on 14th October 2018 at the Residency Hall, Mahatma Gandhi Road, Kanpur, to transact the business as set out in the draft notice of the meeting tabled at this meeting which, together with the explanatory statement to be annexed thereto, are approved. RESOLVED FURTHER THAT Mr. Y, Company Secretary of the Company, is hereby authorized to issue the notice of the Extraordinary General Meeting to the members of the Company. RESOLVED FURTHER THAT Mr. Y, Company Secretary of the Company, is hereby authorized to inform the Auditor of the decision of the Board as required under the Act. RESOLVED FURTHER THAT Mr. Y, Company Secretary of the Company, is hereby authorized to digitally sign e-form ADT-2 for making an application to the Central Government for approval for the removal of the Auditor under Section 140 of the Act.