Subsection (1) of Section 139 is read as follows:

"Subject to the provisions of this Chapter, every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting and the manner and procedure of selection of auditors by the members of the company at such meeting shall be such as may be prescribed:

Provided further that before such appointment is made, the written consent of the auditor to such appointment, and a certificate from him or it that the appointment, if made, shall be in accordance with the conditions as may be prescribed, shall be obtained from the auditor:

Provided also that the certificate shall also indicate whether the auditor satisfies the criteria provided in section 141."

One of the the format of the Auditor consent letter can be as follows:

Auditor Consent Letter

To

The Board of Director,

M/s PQR PRIVATE LIMITED

________________________(Address)

Sub: Consent to act as Statutory Auditors of the Company

Dear Sir,

We, M/s. XYZ & Co, Chartered Accountants, ________________________(Address), hereby give our consent to be appointed as Auditor of your Company u/s. 139(1) of the Companies Act, 2013 from the Financial Year 2022-23 to the Financial Year 2026-27.

We hereby certify the following matters in the context of our appointment:

1. We certify that we satisfy the conditions provided under section 141 of the Companies Act, 2013.

2. We hereby declare that our firm is eligible for appointment and is not disqualified for appointment under the Companies Act, 2013 the Chartered Accountants Act, 1949 and the rules made there under.

3. We hereby declare that the appointment, if made shall be in accordance with the conditions as prescribed under the Companies Act, 2013.

4. We hereby declare that the proposed appointment is within the limits laid down by or under the authority of the Companies Act, 2013.

5. We hereby declare that there are no proceedings pending with respect to professional matters of conduct before the Institute of Chartered Accountants of India or any competent authority or any Court.

Details of our Firm is as Below:

1. Name of the Firm: XYZ & Co

2. Constitution of the Firm: Partnership

3. Firm Registration No.

4. Address of the office of the Firm:

5. PAN of the Firm:

6. Membership No:

7. Email ID of the Firm:

For M/s Ramanujan Sharma & Co

CA Ramanujan Sharma

(Partner)

*****

For any inquiry you may write us on: ramanujan.ca@gmail.com

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