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Board Resolution for Appointment of Secretarial Auditor
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________
CIN: ________________
Date of Meeting: __________
Time: __________
SUBJECT: APPOINTMENT OF SECRETARIAL AUDITOR FOR FY ________
RESOLVED THAT pursuant to Section 204 of the Companies Act, 2013, the consent of the Board be accorded to appoint:
Secretarial Auditor: ________________
COP Number: ________________
Signature
Board Resolution for Appointment of Secretarial Auditor
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Appointment of Secretarial Auditor is a formal corporate document that records the Board of Directors' consent to appoint a Company Secretary in Practice to conduct the secretarial audit of the company. Under Section 204 of the Companies Act, 2013, certain classes of companies, including listed companies, public companies meeting prescribed thresholds, and private companies meeting specified criteria, are required to obtain a secretarial audit report from a practising Company Secretary.
This resolution specifies the name and Certificate of Practice (COP) number of the Secretarial Auditor, the financial year for which the appointment is made, remuneration terms, and authorises the auditor to access all necessary records. The document is essential for regulatory compliance and must be maintained as part of the company's statutory records. The Secretarial Audit Report in Form MR-3 is attached to the Board's Report in the annual report.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are properly addressed. A ready-to-use template saves valuable time during board meetings, reduces the risk of procedural errors, and provides a consistent framework covering appointment terms, engagement letter approval, and access to records.
Relevance to Corporate Compliance
The appointment of a Secretarial Auditor is a mandatory annual compliance requirement for eligible companies. Following Company Registration, businesses should assess whether they fall within the prescribed criteria requiring secretarial audit. The Secretarial Auditor examines the company's compliance with corporate laws, secretarial standards, and listing regulations (if applicable). The audit report must be annexed to the Board's Report as per the Companies Act, 2013.
Board Resolution for Appointment of Secretarial Auditor – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
Email: _______________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company
SUBJECT: APPOINTMENT OF SECRETARIAL AUDITOR FOR THE FINANCIAL YEAR __________
"RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the Board be and is hereby accorded to appoint:
Name of Secretarial Auditor / Firm: M/s __________________________________________
Certificate of Practice (COP) Number: __________________________________________
Address: __________________________________________
who have given their consent to act as such, as the Secretarial Auditor of the Company for the Financial Year __________ on such remuneration as may be mutually agreed upon between the Board and the Secretarial Auditor.
RESOLVED FURTHER THAT the draft engagement letter for the appointment of the aforesaid Secretarial Auditor, as placed before the Board, be and is hereby approved...
For ________________________________________ (Name of the Company)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Frequently Asked Questions
1. What is the format of the Board Resolution for the Appointment of a Secretarial Auditor?
The board resolution should reference Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. It must contain the Secretarial Auditor's name and COP number, the financial year of appointment, remuneration terms, approval of engagement letter, grant of access to records, and authorisation for filing. The resolution should be certified by an authorised director.
2. Is the signature of all directors mandatory on the Board resolution format for Appointment of a Secretarial Auditor?
No, signatures of all directors are not mandatory. The resolution is passed by a majority of directors present and voting at a duly convened board meeting where quorum is present. The certified true copy may be signed by a single authorised director or the company secretary. The minutes should record the names of directors present and the voting details.
3. Is mentioning the Remuneration amount mandatory in the resolution?
No, mentioning the specific remuneration amount is not mandatory in the board resolution. The resolution may state that remuneration shall be as mutually agreed between the Board and the Secretarial Auditor, or as may be decided by the Board. The actual remuneration can be finalised separately and documented in the engagement letter between the company and the auditor.
4. Can a company secretary be appointed by resolution by certificate?
No, a Secretarial Auditor must be appointed by a board resolution passed at a duly convened board meeting. The appointment cannot be made by a resolution by circulation for this purpose. The Secretarial Auditor must be a Company Secretary in Practice holding a valid Certificate of Practice (COP) issued by the Institute of Company Secretaries of India (ICSI). The auditor must provide written consent to act as such.
