Board Resolution for Appointment of Auditor — Format
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS / MEMBERS OF {{company_name}} HELD ON {{meeting_date}} AT {{meeting_place}}
CIN: {{cin}}
Registered Office: {{registered_office}}
- Use only the variant that applies — Variant A (first auditor), Variant B (casual vacancy) or Variant C (AGM appointment) — and delete the other two before issuing the certified copy.
- Obtain, before the meeting, the proposed auditor's written consent and the eligibility certificate under Section 141 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.
VARIANT A — APPOINTMENT OF FIRST AUDITOR [Section 139(6)]
"RESOLVED THAT pursuant to Section 139(6) of the Companies Act, 2013, M/s {{auditor_firm_name}}, Chartered Accountants (Firm Registration No.: {{auditor_frn}}), of {{auditor_address}}, who have confirmed their eligibility under Section 141 of the Act, be and are hereby appointed as the First Auditors of the company, to hold office from the conclusion of this meeting until the conclusion of the first Annual General Meeting of the company, at a remuneration of ₹ {{remuneration}} plus applicable taxes and reimbursement of out-of-pocket expenses."
- Timeline: the Board must appoint the first auditor within 30 days of the date of registration of the company; if it fails, it must inform the members, who must appoint the first auditor within 90 days at an extraordinary general meeting.
- No ADT-1 is prescribed for a Section 139(6) first-auditor appointment; ADT-1 applies to appointments under Section 139(1). Many companies nonetheless file it as a matter of record.
VARIANT B — APPOINTMENT TO FILL CASUAL VACANCY [Section 139(8)]
"RESOLVED THAT pursuant to Section 139(8) of the Companies Act, 2013, and consequent upon the casual vacancy in the office of the statutory auditor caused by ____________ [resignation / death / disqualification] of M/s ____________, Chartered Accountants, M/s {{auditor_firm_name}}, Chartered Accountants (Firm Registration No.: {{auditor_frn}}), of {{auditor_address}}, who have confirmed their eligibility under Section 141 of the Act, be and are hereby appointed as the Statutory Auditors of the company to fill the said casual vacancy, to hold office until the conclusion of the next Annual General Meeting, at such remuneration as may be mutually agreed.
RESOLVED FURTHER THAT, the vacancy having arisen from the resignation of the outgoing auditor, the appointment be placed for approval of the members at a general meeting to be convened within three months of this recommendation of the Board."
- Timeline: the Board must fill a casual vacancy within 30 days. Where the vacancy results from resignation, the appointment must also be approved by the company at a general meeting convened within 3 months of the Board's recommendation; the appointee holds office until the conclusion of the next AGM.
- The resigning auditor must separately file Form ADT-3 with the Registrar within 30 days of resignation (Section 140(2)).
VARIANT C — APPOINTMENT AT THE ANNUAL GENERAL MEETING [Section 139(1)] (Ordinary Resolution of the members)
"RESOLVED THAT pursuant to Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s {{auditor_firm_name}}, Chartered Accountants (Firm Registration No.: {{auditor_frn}}), of {{auditor_address}}, who have confirmed their eligibility under Section 141 of the Act, be and are hereby appointed as the Statutory Auditors of the company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the sixth Annual General Meeting thereafter, at a remuneration of ₹ {{remuneration}} plus applicable taxes and out-of-pocket expenses, or as may otherwise be fixed by the Board in consultation with the Auditors."
- Term: the appointment is for five years (until the conclusion of the sixth AGM counting from the AGM of appointment). Annual ratification by members is no longer required — the first proviso to Section 139(1) was omitted by the Companies (Amendment) Act, 2017, w.e.f. 07-05-2018.
- Filing: the company must file Form ADT-1 (notice of appointment to the Registrar) within 15 days of the meeting at which the auditor is appointed.
Certified that the above is a true copy of the resolution passed at the meeting held on {{meeting_date}}, duly recorded in the minutes book of the company, and that the same is in force as on date.
By order of the Board
For {{company_name}}
_______________________________
{{chairman_name}}
Director / Company Secretary
DIN / Membership No.: ____________
Place: __________________
Date: ____________
