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Draft Board Resolution for Appointment of First Statutory Auditor

format of board resolution for appointment of first auditorSub-section (6) of section 139 of the Companies Act, 2013 — "Notwithstanding anything contained in sub-section (1), the first auditor of a company, other than a Government company, shall be appointed by the Board of Directors within thirty days from the date of registration of the company and in the case of failure of the Board to appoint such auditor, it shall inform the members of the company, who shall within ninety days at an extraordinary general meeting appoint such auditor and such auditor shall hold office till the conclusion of the first annual general meeting."

The Board of Directors by passing a resolution in their meeting could appoint the first auditor.

Template of such board resolution is as follows —

SAMPLE #1

"RESOLVED THAT pursuant to the provisions of section 139 of the Companies Act, 2013 and any other applicable provisions, as may be amended from time to time, M/s. ......................., Chartered Accountants (Firm Regn. No. ......................) be and is hereby appointed as the first Auditors of the company to hold office till the conclusion of the first annual general meeting of the company.

FURTHER RESOLVED THAT M/s. ......................., Chartered Accountants be appointed for the said tenure at a remuneration of Rs. ............... (Rupees ...................................... only) excluding gst and that any other out of pocket expenses be reimbursed to them, and that the appointment be made on such terms and conditions as may be mutually agreeable."

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SAMPLE #2

"RESOLVED THAT Ms./Mr. ......................., Chartered Accountant (Memb. No. ......................) be and is hereby appointed as the first Auditor of the company to hold office till the conclusion of the first annual general meeting of the company, in terms of section 139(6) of the Companies Act, 2013 and any other applicable provisions, including any modifications thereto for the time being in force, at a remuneration of Rs. ............... (Rupees ...................................... only) excluding gst and out of pocket expenses."

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SAMPLE #3

"RESOLVED THAT M/s. ......................., Chartered Accountants (Firm Regn. No. ......................) be and is hereby appointed as the first Auditors of the company, who are eligible and not disqualified for appointment, and have consented for such appointment, and have issued a certificate in terms of section 139(1) of the Companies Act, 2013 and rules made thereunder, to hold office until the conclusion of the first annual general meeting of the company, at a remuneration of Rs. ............... (Rupees .................... only) excluding gst and out of pocket expenses."



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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

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