Appointment of Statutory Auditors by special resolution

[Kasturi Prasad]

Dear All,

1.  Please clarify under what circumstances the Act 2013 requires passing of special resolution at general meeting for appointment of statutory auditors. (You may please refer Section 139(9)(c) of the Act which has triggered this question).

2.  What is the course of action if the shareholders, at the AGM, do not approve the appointment of auditor recommended by the Board?  

3.  Sec 139(10) of the Act says that if no auditor is reappointed or appointed at an AGM, the existing auditor shall continue to be the auditor of the company.  How can this be possible in a situation where the existing auditor has already served a notice of his unwillingness to be reappointed?  What is the way out?

Thanks

Kasturi S