for appointment of Auditor pls refer section 139/ 141 of the Companies Act 2013.
Form GNL-2 required to be filed with the following attachment 1. Consent letter from Auditor 2. Copy of Resolution appointing the Auditor 3. Form ADT 1
10 August 2024
The appointment of statutory auditors for a company under the Companies Act, 2013, involves a series of steps and compliance requirements. Here’s a detailed procedure for the appointment of auditors, including the content for the Board Resolution for a newly incorporated private company and information about the term of auditors.
### Procedure for Appointment of Statutory Auditors
1. **Initial Appointment of Auditors:** - **First Auditor Appointment:** - **Within 30 Days of Incorporation:** For a newly incorporated company, the Board of Directors must appoint the first auditor within 30 days of the date of incorporation. This is applicable to all companies, including private companies. - **Tenure:** The first auditor will hold office until the conclusion of the first annual general meeting (AGM) of the company.
2. **Filing of Form:** - **Form ADT-1:** After the appointment, the company must file Form ADT-1 with the Registrar of Companies (RoC) within 30 days of the appointment of the first auditor. This form is used to inform the RoC about the appointment of auditors.
3. **Subsequent Appointment of Auditors:** - **At the First AGM:** The first auditor appointed by the Board will be formally appointed as the statutory auditor of the company at the first AGM. The appointment of the statutory auditor at the first AGM will be for a term of five years. - **Subsequent AGMs:** Subsequent appointments or reappointments of auditors will also be made at the AGM, and their term will be for five years, with the possibility of reappointment.
### Content of Board Resolution for Appointment of First Auditors
For a newly incorporated private company, the Board Resolution to appoint the first auditors can be drafted as follows:
---
**BOARD RESOLUTION**
**Date:** [Date of Meeting]
**Place:** [Location of Meeting]
**Resolution No.:** [Resolution Number]
**Subject:** Appointment of First Auditor
**Resolved that:**
1. **Appointment of First Auditor:** The Board of Directors, having met on [Date of Meeting], hereby appoints [Name of Auditor/ Firm] as the first auditor of the company to hold office from the date of incorporation until the conclusion of the first Annual General Meeting (AGM).
2. **Filing of Form ADT-1:** The Board authorizes [Name of Director/ Officer] to file Form ADT-1 with the Registrar of Companies (RoC) within 30 days of this resolution, informing the RoC about the appointment of the first auditor.
3. **Further Actions:** The Board authorizes [Name of Director/ Officer] to take any necessary steps and execute any documents required in connection with the appointment of the auditor and the filing of Form ADT-1.
**Resolved further that** a copy of this resolution be signed by [Name of Director/ Officer] and be sent to [Name of Auditor/ Firm] for their records.
**For [Company Name]**
**[Signature]**
**[Name of Director]**
**[Designation]**
---
### Term of Auditors
1. **Initial Term:** - **For the First Auditor:** The first auditor appointed by the Board will hold office until the conclusion of the first AGM. The period is typically less than a year, depending on the incorporation date and the date of the first AGM.
2. **Subsequent Term:** - **For Subsequent Auditors:** After the first AGM, the auditors appointed will serve for a term of five years. The term starts from the date of the first AGM in which they are appointed and ends at the conclusion of the fifth AGM.
3. **Counting the Term:** - **Five-Year Term:** The five-year term for statutory auditors is counted from the date of their appointment at the AGM, not from the date of the company’s incorporation.
### Key Points to Remember:
- **First Auditor Appointment:** Must be done within 30 days of incorporation. - **Form ADT-1:** Must be filed within 30 days of the first auditor’s appointment. - **Five-Year Term:** Statutory auditors are appointed for a five-year term starting from the date of their appointment at the AGM.
By following these procedures and using the provided template for the Board Resolution, you can ensure compliance with the statutory requirements for the appointment of auditors under the Companies Act, 2013.
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