Special notice shall be required for a resolution at an annual general meeting :
a) appointing as auditor a person other than a retiring auditor, or
b) providing expressly that a retiring auditor shall not be re-appointed
Subject to the provisions of sub-section (1) and the rules made thereunder, a retiring auditor may be re-appointed at an annual general meeting, if—
(a) he is not disqualified for re-appointment;
(b) he has not given the company a notice in writing of his unwillingness to be re-appointed; and
(c) a special resolution has not been passed at that meeting appointing some other auditor or providing expressly that he shall not be re-appointed.
Whether SR or OR for appointing a person as auditor other than retiring auditor or for providing expressly that he shall not be re-appointed?
always ordinary resolution is required to appoint auditor in AGM by shareholder as per section 139 (1), if law is silent it is understood it is a ordinary resolution.
below sections dont have any impact
in 140 (4) they are explaining when you replace auditor you need special notice for replacement, it doesnt mean special resolution
sec 139 (9) simply says dont appoint old auditor if shareholders have already said no him by passing special resolution