Draft EGM Resolution for Appointment of First Auditor (Sec 139)

Sub-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."

Templates of resolutions passed by the members of a company at an extraordinary general meeting to appoint first auditors —


SAMPLE #1

“RESOLVED THAT M/s. ......................., Chartered Accountants (Firm Regn. No. ......................) be and is hereby appointed as the first Auditors of the company, who 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.

FURTHER RESOLVED THAT (Name of the Director/ CS), (Designation) be and is hereby authorised to file necessary eform with the Registrar of Companies, ............... and to do all such acts and deeds to give effect to this resolution.”

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SAMPLE #2

“RESOLVED THAT pursuant to the provisions of section 139(6) of the Companies Act, 2013 and any other applicable provisions, including any modifications thereto for the time being in force, M/s. ......................., Chartered Accountants (Firm Regn. No. ......................), (city) 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.

RESOLVED FURTHER THAT M/s. ......................., Chartered Accountants be appointed for the said tenure at a remuneration as may be fixed by the Board of Directors in consultation with the Auditors on such terms and conditions as may be mutually agreeable.

RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the Company be and is hereby severally authorised to file necessary eform with the Registrar of Companies, ............... and to do all such acts, deeds and things to give effect to the foregoing resolution.”

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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.