The Appointment Of Auditor Board Resolution is a crucial corporate governance document required under Indian law, specifically mandated by the Companies Act, 2013. This document is necessary whenever a company needs to appoint, reappoint, or replace its statutory auditor, whether due to term completion, casual vacancy, or first appointment. The resolution must comply with specific requirements outlined in Sections 139-142 of the Companies Act, including details about the audit firm's eligibility, terms of appointment, and remuneration. For listed companies, additional compliance requirements under SEBI regulations must be addressed. The document serves as evidence of proper corporate authorization and is required for regulatory filings with the Registrar of Companies.
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1. Title and Date: Specifies that this is a Board Resolution along with the date, time, and venue of the board meeting
2. Company Details: Full legal name and registered office address of the company
3. Meeting Details: Information about board meeting attendance, quorum confirmation, and chairperson details
4. Background: Context for the appointment (e.g., annual appointment, casual vacancy, term completion of previous auditor)
5. Statutory References: Reference to relevant sections of Companies Act, 2013 and other applicable regulations
6. Main Resolution: The actual resolution text appointing the auditor, including their name, firm registration number, and term of appointment
7. Terms of Appointment: Specific details about the appointment period and remuneration
8. Authorization: Authorizing specific officers to file necessary forms with ROC and complete other formalities
9. Closure: Formal closing with signature requirements and certification by the Chairman/Company Secretary
1. Resignation Reference: Required when appointment is due to resignation of previous auditor, including details of the resignation
2. Audit Committee Recommendation: Required for companies with an audit committee, documenting their recommendation
3. Casual Vacancy Details: Required when appointment is to fill a casual vacancy, specifying the reason and previous auditor details
4. Special Notice: Required when appointing an auditor other than the retiring auditor
5. Related Party Disclosure: Required if there are any related party relationships to be disclosed
1. Auditor Details: Complete details of the appointed audit firm including registration number, address, partner details
2. Terms of Engagement: Detailed scope of work, responsibilities, and terms of engagement
3. Eligibility Certificate: Certificate from the auditor confirming their eligibility under Section 141 of the Companies Act, 2013
4. Previous Auditor Correspondence: Copies of resignation letter or no-objection certificate from previous auditor, if applicable
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Manufacturing
Information Technology
Retail
Healthcare
Real Estate
Energy & Utilities
Telecommunications
Education
Non-Profit Organizations
Infrastructure
Mining
Agriculture
Entertainment & Media
Transportation & Logistics
Relevant Teams
Legal
Finance
Compliance
Corporate Secretarial
Board of Directors
Audit Committee
Corporate Governance
Risk Management
Internal Audit
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Compliance Officer
Finance Director
Board Chairman
Independent Director
Audit Committee Chairman
Corporate Governance Head
Financial Controller
Risk Management Officer
Managing Director
Board Member
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