As
per the provisions of Section 139(1) of the Companies Act, 2013 every company
shall, at the first annual general meeting, appoint an individual or a firm as
an auditor who shall hold office from the
conclusion of that meeting till the conclusion of its sixth annual
general meeting and thereafter till the conclusion of every sixth meeting and
the manner and procedure of selection of auditors by the members of the company
at such meeting shall be such as may be prescribed Provided that the company
shall place the matter relating to such appointment for ratification by members
at every annual general meeting.
Draft Resolution for Appointment of Statutory Auditor
under Companies Act 2013
“RESOLVED
THAT pursuant to provisions of Section 139, 142 and other applicable
provisions of the Companies Act, 2013, if any, read with the Companies (Audit
& Auditors) Rules, 2014, including any statutory enactment or modification
thereof, M/s. ________________, Chartered Accountant, (Firm Registration No.
_________________) be and is hereby appointed as the Statutory Auditors of the
Company and to hold the office from the conclusion of this ____________Annual General Meeting till the conclusion of ____________Annual General Meeting of
the Company, subject to ratification as to the said appointment at every Annual
General Meeting, at a remuneration, to be decided by the Board of Directors in
consultation with the Auditors plus applicable service tax and reimbursement of
traveling and out of pocket expenses incurred by them for the purpose of the audit
RESOLVED
FURTHER THAT the Board of Directors of the Company be and
is hereby authorized for and on behalf of the Company to take all necessary
steps and to do all such acts, deeds, matters and things which may deem
necessary in this behalf.”
Important points
to be considered for appointment of statutory auditor
(1) Before
auditor’s appointment is made, the written consent of the auditor to such
appointment, and a certificate from him or it that the appointment, if made,
shall be in accordance with the conditions as may be prescribed, shall be
obtained from the auditor. The certificate shall also indicate whether the
auditor satisfies the criteria provided in section 141.
(2) The company
shall inform the auditor concerned of his or its appointment, and also file a
notice of such appointment with the Registrar within fifteen days of the
meeting in which the auditor is appointed.
(3) As per section
139(10) of the Companies Act, 2013 if at any annual general meeting, no auditor
is appointed or re-appointed, the existing auditor shall continue to be the
auditor of the company.
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