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Board Resolution for Appointment of Statutory Auditor
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors
________________
CIN: ________________
Date of Meeting: __________ at __________ Hours at the Registered Office of the Company.
SUBJECT: Appointment of Statutory Auditor to Fill Casual Vacancy
RESOLVED THAT pursuant to the provisions of Sections 139, 142 of the Companies Act, 2013, the consent of the Board be and is hereby accorded to appoint:
M/s. ________________, Chartered Accountants, having FRN: __________ as the Statutory Auditors for FY ________ to fill the casual vacancy caused by the resignation of:
M/s. ________________, Chartered Accountants, having FRN: __________
Signature
Board Resolution for Appointment of Statutory Auditor to Fill Casual Vacancy
Statutory Compliance Documentation for Indian Companies
Introduction
A Board Resolution for Appointment of Statutory Auditor to Fill Casual Vacancy is a formal corporate document that records the Board of Directors' decision to appoint a new statutory auditor when a casual vacancy arises due to the resignation of the existing auditor. Under the Companies Act, 2013, when an auditor resigns, a casual vacancy is created which must be filled by the Board of Directors within thirty days from the date of such vacancy. The auditor so appointed holds office until the conclusion of the next Annual General Meeting.
This resolution specifies the name and Firm Registration Number (FRN) of the newly appointed auditor firm, the name of the resigning auditor, the financial year for which the appointment is made, and the remuneration terms. The company must obtain a written consent and eligibility certificate from the proposed auditor before appointment. It is essential documentation for compliance with statutory audit requirements and must be filed with the Registrar of Companies.
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 (Audit and Auditors) Rules, 2014 are properly addressed. A ready-to-use template saves valuable time during the thirty-day compliance window, reduces the risk of procedural errors, and provides a consistent framework that captures essential details including auditor credentials, FRN, remuneration terms, and proper authorisation.
Relevance to Statutory Compliance
The appointment of statutory auditors is a critical compliance requirement for all companies. Following Company Registration, companies must appoint their first auditor within thirty days from incorporation. When a casual vacancy arises due to resignation, the Board must act within the prescribed timeline to ensure continuity of the audit function.
The company must file Form ADT-1 with the Registrar of Companies within fifteen days of such appointment, along with the board resolution and auditor's consent letter.
Board Resolution for Appointment of Statutory Auditor to Fill Casual Vacancy – Sample Format
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 STATUTORY AUDITOR TO FILL CASUAL VACANCY
"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time) and any other applicable law for the time being in force (including any statutory modification or re-enactment thereof), the consent of the Board of Directors be and is hereby accorded to appoint:
M/s. __________________________________________ (Name of the Auditor Firm)
Chartered Accountants, having Firm Registration Number (FRN): __________
from whom the written consent and certificate of eligibility pursuant to Section 139 of the Companies Act, 2013 has been received, as the Statutory Auditors of the Company for the Financial Year ____________ to hold office until the conclusion of the next Annual General Meeting of the Company, to fill the casual vacancy caused by the resignation of:
M/s. __________________________________________ (Name of the Resigning Auditor Firm)
Chartered Accountants, having Firm Registration Number (FRN): __________
at such remuneration and out-of-pocket expenses as may be determined by the Board of Directors of the Company.
RESOLVED FURTHER THAT any Director of the Company, severally or jointly, be and is hereby authorised and empowered to:
- File Form ADT-1 (Notice of Appointment of Auditor) with the Registrar of Companies within the prescribed time;
- Execute engagement letter and other necessary documents with the newly appointed auditors;
- Finalise the remuneration and terms of appointment;
- Do all such acts, deeds, matters, and things as may be necessary, proper, or expedient for giving effect to this resolution."
For ________________________________________
(Name of the Company)
Signature: __________________________
Name: __________________________
Designation: __________________________
DIN: __________________________
Frequently Asked Questions
1. What is the format of the Board Resolution for appointment of Statutory Auditor to fill the casual vacancy?
The resolution should reference Sections 139 and 142 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. It must specify the name of the newly appointed auditor firm with FRN, the financial year of appointment, tenure until the next AGM, the name of the resigning auditor, and remuneration terms. Authorisation for filing Form ADT-1 should be included.
2. Is the signature of all directors mandatory on the Board resolution format for appointment of Statutory Auditor to fill the casual vacancy?
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. Which resolution is required for the appointment of Statutory Auditor to fill the casual vacancy?
A board resolution is required to fill a casual vacancy in the office of auditor caused by resignation. The Board must pass this resolution within thirty days from the date of vacancy. The auditor so appointed holds office until the conclusion of the next Annual General Meeting, where the appointment may be ratified or a new auditor may be appointed by the shareholders.
4. Does the Board Resolution format for appointment of Statutory Auditor to fill the casual vacancy need to be certified by a professional?
There is no statutory requirement for the board resolution to be certified by an external professional. The certified true copy may be signed by any director or the company secretary. However, for filing Form ADT-1 with the ROC, the form itself may require certification by a practising Chartered Accountant, Company Secretary, or Cost Accountant as per form-specific requirements.
5. What is the resolution for appointment of statutory auditor to fill the casual vacancy?
It is a board resolution passed under Sections 139 and 142 of the Companies Act, 2013 to appoint a new statutory auditor when a vacancy arises due to resignation. The resolution must be passed within thirty days of the vacancy, specify the appointed auditor's credentials and FRN, mention the resigning auditor, and include terms of remuneration. Form ADT-1 must be filed within fifteen days.
