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Board Resolution for Resignation of Statutory Auditor
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
________________
CIN: ________________
Registered Office Address: ________________
Email: ________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on
__________ at
__________ at the Registered Office of the Company at
________________
RESIGNATION OF STATUTORY AUDITOR
RESOLVED THAT pursuant to the provisions of Section 140 of the Companies Act, 2013, read with The Companies (Audit and Auditors) Rules, 2014, and other applicable provisions of the Act (including any statutory modification, amendment, or re-enactment thereof for the time being in force), the resignation of the existing Statutory Auditor, M/s. ________________, Chartered Accountants, bearing Firm Registration Number (FRN) ________________, as tendered vide their letter dated __________, be and is hereby accepted and taken on record with effect from __________.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to file the requisite e-forms with the Registrar of Companies within the stipulated time, and to do all such acts, deeds, matters, and things as may be necessary, expedient, or desirable to give effect to this resolution.
For ________________
Signature: _________________________
Name: ________________
Designation: ________________
DIN: ________________
Board Resolution for Resignation of Statutory Auditor
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Resignation of Statutory Auditor is a formal corporate document that records the decision of the Board of Directors to accept the resignation of the company's statutory auditor. Under the Companies Act, 2013, a statutory auditor appointed by the company may resign before the completion of their tenure, and such resignation must be formally accepted and recorded by the Board of Directors.
This resolution is required when a statutory auditor submits their resignation letter to the company citing any reason for their departure. The resignation triggers compliance obligations for both the auditor and the company. The auditor must file Form ADT-3 with the Registrar of Companies within 30 days of resignation, while the company must file Form ADT-1 for the appointment of a new auditor. The board resolution formally acknowledges the resignation, records the effective date, and authorises the filing of necessary e-forms with the ROC. Companies may also convene a Board Meeting or Extraordinary General Meeting to fill the casual vacancy created by the auditor's resignation.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 are comprehensively addressed. A standardised template reduces the likelihood of omissions, maintains consistency in corporate documentation, and facilitates timely compliance with ROC filing requirements. This approach helps companies manage the transition smoothly and ensures proper documentation of the auditor change in corporate records.
Relevance to Company Compliance
The resignation of a statutory auditor is a significant corporate event that triggers multiple compliance requirements. Companies must file the necessary forms with the Registrar of Companies within the prescribed timelines to avoid penalties. For newly registered companies, understanding the procedure for handling auditor changes is essential for maintaining statutory compliance. The statutory auditor plays a crucial role in certifying financial statements and ensuring compliance with accounting standards, making proper documentation of their resignation and the appointment of a successor critically important.
Board Resolution for Resignation of Statutory Auditor – Sample Format
[To be printed on Company Letterhead]
Company Name: ___________________________
CIN: ___________________________
Registered Office Address: ___________________________
Email: ___________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on _______________ (Date) at _______________ (Time) at the Registered Office of the Company at _______________ (Address)
RESIGNATION OF STATUTORY AUDITOR
RESOLVED THAT pursuant to the provisions of Section 140 of the Companies Act, 2013, read with The Companies (Audit and Auditors) Rules, 2014, and other applicable provisions of the Act (including any statutory modification, amendment, or re-enactment thereof), the resignation of the existing Statutory Auditor, M/s. _______________ (Firm Name), Chartered Accountants, bearing Firm Registration Number (FRN) _______________, as tendered vide their letter dated _______________ (Date of Resignation Letter), be and is hereby accepted and taken on record with effect from _______________ (Effective Date of Resignation).
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to file the requisite e-forms with the Registrar of Companies within the stipulated time, and to do all such acts, deeds, matters, and things as may be necessary, expedient, or desirable to give effect to this resolution.
For ___________________________ (Company Name)
Signature: ___________________________
Name: ___________________________
Designation: ___________________________
DIN: ___________________________
Frequently Asked Questions
1. Who can be considered as an authorized signatory for the board resolution for the resignation of the Statutory Auditor?
The authorised signatory is typically a Director or the Company Secretary. The Chairperson of the board meeting or any director authorised by the board can sign and certify the resolution as a true copy. The signatory should be someone present at the meeting and authorised to certify corporate documents on behalf of the company.
2. Is the signature of all directors mandatory on the board resolution format for the resignation of the Statutory Auditor?
No, the signatures of all directors are not mandatory. The resolution must be passed with the requisite quorum, and the certified true copy is typically signed by the Chairperson or authorised director. Only one authorised signature is required on the certified copy.
3. Which resolution is required for the resignation of the Statutory Auditor?
An ordinary resolution passed by the Board of Directors is sufficient for accepting the resignation and taking it on record. If the resignation creates a casual vacancy, the Board must appoint another auditor, which may require approval at a general meeting depending on the Articles of Association.
4. Does the Board Resolution format need professional certification?
Certification by a practising professional is not mandatory. Typically, an authorised director or Company Secretary certifies the resolution. E-forms filed with ROC may require professional certification depending on the company category and applicable rules.
5. Can a board resolution for the resignation of the Statutory Auditor be passed without convening a board meeting?
While resolutions by circulation are permitted under the Companies Act, 2013, acceptance of an auditor's resignation is generally a significant matter that should be discussed at a properly convened board meeting. Directors can deliberate on the implications and ensure compliance with statutory timelines.
