Draft Resolution for Appointment of Statutory Auditor under Companies Act 2013


As per the provisions of Section 139(1) of the Companies Act, 2013 every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the  conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting and the manner and procedure of selection of auditors by the members of the company at such meeting shall be such as may be prescribed Provided that the company shall place the matter relating to such appointment for ratification by members at every annual general meeting.

Draft Resolution for Appointment of Statutory Auditor under Companies Act 2013

RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. ________________, Chartered Accountant, (Firm Registration No. _________________) be and is hereby appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this ____________Annual General Meeting till the conclusion of ____________Annual General Meeting of the Company, subject to ratification as to the said appointment at every Annual General Meeting, at a remuneration, to be decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of traveling and out of pocket expenses incurred by them for the purpose of the audit

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized for and on behalf of the Company to take all necessary steps and to do all such acts, deeds, matters and things which may deem necessary in this behalf.” 

Important points to be considered for appointment of statutory auditor

(1) Before auditor’s appointment is made, the written consent of the auditor to such appointment, and a certificate from him or it that the appointment, if made, shall be in accordance with the conditions as may be prescribed, shall be obtained from the auditor. The certificate shall also indicate whether the auditor satisfies the criteria provided in section 141.

(2) The company shall inform the auditor concerned of his or its appointment, and also file a notice of such appointment with the Registrar within fifteen days of the meeting in which the auditor is appointed.

(3) As per section 139(10) of the Companies Act, 2013 if at any annual general meeting, no auditor is appointed or re-appointed, the existing auditor shall continue to be the auditor of the company.

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