Template Description

This template is designed to be used during an Annual General Meeting (AGM) to appoint or reappoint an auditor for a company as per the provisions of the Companies Act, 2013. It is a 2-page MS Word document intended to be used by companies, company secretaries, auditors, and legal professionals responsible for ensuring compliance with statutory requirements regarding audit appointments.

Understanding an AGM Resolution To Re-Appoint Statutory Auditor(s) of Company for 5 Years 

Terminologies:

1.  Board Resolution: A formal decision made by the board of directors during a meeting, which is documented for official purposes.
2. Section 152 of the Companies Act, 2013: Governs the appointment of directors in a company and outlines the requirements for qualification, consent, and documentation.
3. Articles of Association (AOA): the Company’s internal rules governing the appointment and responsibilities of directors.

The procedure for an AGM resolution for auditor appointment:

1.   Convene the AGM:

• Schedule and hold the Annual General Meeting (AGM) in compliance with Section 139 of the Companies Act, 2013.
• Include the appointment or reappointment of an auditor as an agenda item in the AGM notice.

2.   Present the Auditor Appointment:

• During the AGM, present the resolution for appointing or reappointing the auditor or audit firm.
• Specify the auditor's name, firm, and tenure (typically five years).

3.   Confirm Auditor Eligibility:

• Ensure the proposed auditor meets eligibility criteria, such as independence and qualification requirements under the Companies Act.
• Obtain and confirm the auditor’s consent to accept the appointment.

4.   Approve Auditor’s Remuneration: The AGM must approve the auditor’s remuneration, including fees for audit services and any other professional services.

5.   Pass the Resolution: Obtain the approval of shareholders by passing the resolution during the AGM, which formalizes the decision.

6.   Certification and Compliance: Prepare a certified copy of the resolution for records and submission to regulatory bodies, if needed.

Conclusion

Appointing an auditor through an AGM resolution is a mandatory requirement for companies under the Companies Act, 2013. This template provides a well-structured and legally compliant document that simplifies the process of appointing an auditor. It formalizes the decision made during the AGM, ensuring transparency and proper documentation. By using this resolution, companies can ensure they meet statutory requirements while securing the services of a qualified auditor to oversee financial integrity.