Appointment/re-appointment of statutory auditor — Board Resolution Format
Appointment/re-appointment of statutory auditor is passed by the Board of Directors under Section 139, Companies Act, 2013 (Form ADT-1) — this tool drafts the resolution, a certified true copy ready for the ROC (Form ADT-1) and the AGM notice, and the meeting notice, pre-filled for this exact resolution.
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Appointment/re-appointment of statutory auditor
Section 139, Companies Act, 2013 (Form ADT-1)
- · The Board recommends; the members appoint at the AGM. ADT-1 is filed after the AGM, not from this board resolution alone.
- · Quorum under Section 174 applies.
Certification (for the Certified True Copy)
Defaults to today — a CTC is often certified well after the meeting.
Notice of meeting
Live preview — Certified True Copy
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- Company name
- CIN
- Registered office
- Registered office city
- At least one director with a DIN
- Meeting date
- Notice date
- Date of certification
- Signing director's DIN
- Appointment/re-appointment of statutory auditor: Auditor firm name
- Appointment/re-appointment of statutory auditor: Firm registration number
- Appointment/re-appointment of statutory auditor: Term (years)
- Appointment/re-appointment of statutory auditor: Director authorised to file ADT-1
[COMPANY NAME] CIN: [CIN] Registered Office: [Registered Office] ────────────────────────────────────────────────────────────────────── CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [Date] AT 11:00 A.M. AT ITS REGISTERED OFFICE AT [Registered Office] Item No. 1: Appointment/re-appointment of statutory auditor "RESOLVED THAT pursuant to Section 139 of the Companies Act, 2013, and subject to the approval of the members at the ensuing Annual General Meeting, [Auditor firm name], Chartered Accountants (Firm Registration No. [Firm registration number]), be and are hereby recommended for appointment/re-appointment as Statutory Auditors of the Company to hold office for a term of [Term (years)] year(s), on such remuneration as may be fixed by the Board. RESOLVED FURTHER THAT [Director authorised to file ADT-1], be and is hereby authorised to file Form ADT-1 with the Registrar of Companies within 15 days of the Annual General Meeting and to do all acts necessary to give effect to this resolution." CERTIFIED TRUE COPY For [Company Name] _______________________ Director of the Company DIN: [DIN missing] Date: 28 July 2026 Place: [City]
What this resolution covers
Appointment/re-appointment of statutory auditor is used to appoint or re-appoint the statutory auditor at the AGM (ADT-1). It is passed under Section 139, Companies Act, 2013 (Form ADT-1), at a board of directors meeting where quorum is one-third of the total strength of the Board or two directors, whichever is higher, under Section 174 of the Companies Act, 2013. The operative wording follows the standard "RESOLVED THAT... RESOLVED FURTHER THAT..." structure used across Indian corporate practice, naming the specific party, amount or person the resolution authorises, so it reads as a genuine minute rather than a generic template when placed before the board.
The Board recommends; the members appoint at the AGM. ADT-1 is filed after the AGM, not from this board resolution alone. Quorum under Section 174 applies.
MGT-14 filing and shareholder approval
Because this is a routine matter under Section 179(3), a private company does not need to file this resolution with the ROC in Form MGT-14 — the 5 June 2015 exemption notification covers it. Public companies and companies without the benefit of that exemption should confirm the position with their Company Secretary before assuming no filing is required.
Certified true copy for appointment/re-appointment of statutory auditor
The ROC (Form ADT-1) and the AGM notice will almost always ask for a certified true copy of this resolution rather than the plain minutes extract — a director or the Company Secretary reviews the copy against the minute book and certifies it, on the company's letterhead, with their name, designation and DIN (or Membership Number and Certificate of Practice number for a CS). This tool generates that certified copy directly from the same resolution text, with a signature block that adapts automatically to whichever signatory type you choose, an optional common seal line, and a "furnished to" clause naming the recipient.
Selecting appointment/re-appointment of statutory auditor in the generator produces all three documents from one form — the board resolution (minutes extract), the certified true copy, and a Section 173 notice of meeting with the agenda already filled in — so nothing needs to be retyped across the three.
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Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
Related tools
Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.