Format of consent & certificate for appointment as auditor under the Companies Act, 2013

Date: 01/08/2015

To,

The Board of Directors

M/S. ABC PRIVATE LIMITED

JAGADHRI, YAMUNA NAGAR, 135003

Dear Sirs,

Ref: Consent & Certificate for appointment as auditor under the Companies Act, 2013

We are in receipt of your communication inquiring as to our consent and eligibility for being appointed as statutory auditors of ABC PRIVATE LIMITED from the conclusion of Extra Ordinary General Meeting to be held on 25/08/2015 till the conclusion of the ensuing Annual General Meeting of the Company to be held in 2015. We give our consent for being appointed as statutory auditor of the Company subject to Shareholders’ approval.

Further, in pursuance of requirement of section 139 of the Companies Act, 2013 and rule (4) of Companies Audit and Auditors) Rules, 2014, we hereby confirm that:

1. The firm is eligible for appointment and is not disqualified for appointmentunder section 141 of the Companies Act, 2013, the Chartered Accountant Act, 1949 and rules and regulations made there under;
2. Our proposed appointment would be as per the term provided under the Act;
3. The proposed appointment is within the limits laid down by or under the authority of the Act;
4. There are no proceedings pending against either of the partners or the firm with respect to professional matters of conduct.

Thanking you,

Yours Sincerely,

For and Behalf of,

M/s NEW AUDITOR FIRM

Chartered Accountants

CA

M. No.

FRN No.