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EGM Resolution for Appointment of Statutory Auditor
CERTIFIED TRUE COPY OF THE RESOLUTION
Passed at the Extraordinary General Meeting (EGM) of the Members
________________
CIN: ________________
Date of Meeting: __________
Time: __________
Venue: ________________
SUBJECT: APPOINTMENT OF STATUTORY AUDITOR
RESOLVED THAT pursuant to the provisions of Section 139 read with the Companies (Audit and Auditors) Rules, 2014, the members hereby approve the appointment of ________________ (FRN: ________________) as the Statutory Auditors of the Company for a term of Five (5) consecutive years.
Financial Years Covered: FY ________ to FY ________
Signature
EGM Resolution for Appointment of Statutory Auditor
Professional Format Guide for Indian Companies
Introduction
An Extraordinary General Meeting (EGM) Resolution for Appointment of Statutory Auditor is a formal document that records shareholders' approval for appointing an auditor outside the regular Annual General Meeting cycle. Under the Companies Act, 2013, while auditor appointments are typically made at the AGM, certain circumstances such as casual vacancy caused by resignation, removal of an auditor, or appointment of the first auditor may necessitate an EGM for this purpose.
This resolution follows a prior recommendation by the Board of Directors and specifies the auditor's name, firm registration number, tenure, and remuneration terms. The document is essential for regulatory compliance and must be filed with the Registrar of Companies using Form ADT-1 within the prescribed timeline. It is commonly required when filling a casual vacancy, appointing an auditor after removal proceedings, or in cases where the first auditor's appointment needs ratification by members.
Benefits of Using a Standard Format
Utilising a professionally drafted EGM resolution format ensures that all statutory requirements under the Companies Act, 2013 and related rules are properly addressed. A ready-to-use template saves valuable time in preparing meeting documentation, reduces the risk of procedural errors, and provides a consistent framework that captures essential details including tenure and remuneration provisions. Standardised formats also facilitate smoother ROC filings.
Relevance to Statutory Compliance
The appointment of a Statutory Auditor is a mandatory compliance requirement for all companies. Following Company Registration, a company must appoint its first auditor within 30 days of incorporation. If circumstances require an auditor appointment outside the AGM schedule, an EGM must be convened. The resolution, along with the auditor's consent letter (Form ADT-1), must be filed with the Registrar of Companies within 15 days of the appointment.
EGM Resolution for Appointment of Statutory Auditor – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
CERTIFIED TRUE COPY OF THE RESOLUTION
Passed at the Extraordinary General Meeting (EGM) of the Members of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: _______________________________
SUBJECT: APPOINTMENT OF STATUTORY AUDITOR
"RESOLVED THAT pursuant to the provisions of Section 139 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the recommendation of the Board of Directors, the members of the Company hereby approve the appointment / re-appointment of:
Name of Auditor / Audit Firm: _______________________________
Firm Registration Number: _______________________________
Address: _______________________________
as the Statutory Auditors of the Company, to hold office for a term of:
Tenure: Five (5) consecutive years
From: Conclusion of this Extraordinary General Meeting
To: Conclusion of the __________ Annual General Meeting
Financial Years Covered: FY __________ to FY __________
at such remuneration plus applicable taxes and reimbursement of out-of-pocket expenses as may be mutually agreed upon between the Statutory Auditors and the Board of Directors of the Company.
RESOLVED FURTHER THAT all directors of the Company, either severally or jointly, be and are hereby authorised to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution, including but not limited to filing necessary forms with the Registrar of Companies."
For ________________________________________ (Name of the Company)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Date: _______________________________
Place: _______________________________
Frequently Asked Questions
1. What is the format of EGM Resolution for the appointment of an Auditor?
The EGM resolution should reference applicable provisions of the Companies Act, 2013, particularly Section 139 and the Companies (Audit and Auditors) Rules, 2014. It must contain the auditor's name and office address, firm registration number, tenure of appointment, financial years covered, and remuneration terms. The resolution should be duly signed by an authorised representative and certified as a true copy.
2. Is the signature of all directors mandatory on EGM Resolution for the appointment of an Auditor?
No, signatures of all directors are not mandatory. The EGM resolution is passed by the members (shareholders) of the company through an ordinary resolution. The certified true copy may be signed by a single authorised director, the company secretary, or the chairman of the meeting. The minutes should record the voting results, names of proposers and seconders, and attendance details.
3. Which resolution is required for the appointment of the Auditor?
An ordinary resolution passed at a general meeting (AGM or EGM, as applicable) is required for the appointment of a Statutory Auditor. Prior to this, the Board of Directors must pass a board resolution recommending the appointment. For filling a casual vacancy caused by resignation, the appointment must be approved by members within three months from the date of recommendation by the Board.
4. Does the EGM Resolution for the appointment of an Auditor need to be certified by a professional?
There is no statutory requirement for the EGM resolution to be certified by an external professional. The certified true copy may be signed by any director or the company secretary of the company. However, for filing Form ADT-1 with the Registrar of Companies to intimate the auditor appointment, a practising professional such as a Company Secretary, Chartered Accountant, or Cost Accountant may be required to certify the form.
