BR — Appointment of Cost Auditor
Ready-to-use draft board resolution for appointment of cost auditor under Section 148 under the Companies Act, 2013. Includes format, legal references, and compliance notes. Illustrative only — customize based on your company's MOA, AOA, and professional advice.
Filing: MGT-14 within 30 days if required under Section 117
When is This Resolution Needed?
appointment of cost auditor under Section 148 requires a formal resolution under the Companies Act, 2013. Must be passed at a validly convened Board meeting with proper quorum (Section 174 — 1/3rd of directors or 2, whichever higher), notice (7 days under Section 173(3)), and minutes (Section 118).
Draft Board Resolution
[On the letterhead of the Company]
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DATE] AT [TIME] AT [REGISTERED OFFICE ADDRESS]
Present: 1. Mr./Ms. [Name] — Director (Chairperson) | 2. Mr./Ms. [Name] — Director | 3. Mr./Ms. [Name] — Director
Quorum: Present throughout as required under Section 174.
Resolution
"RESOLVED THAT pursuant to Section 148 read with the Companies (Cost Records and Audit) Rules, 2014, Mr./Ms. [Name] (CMA, Membership No. [Number]) be appointed as Cost Auditor for FY [Year] at a remuneration of Rs. [Amount]. CRA-2 to be filed with Central Government within 30 days of Board meeting."
"RESOLVED FURTHER THAT any one Director or the Company Secretary be and is hereby authorized to do all acts, deeds, and things necessary to give effect to the above resolution, including filing forms with ROC, signing documents, and making applications."
Certified True Copy
For [Company Name]
[Name] | Company Secretary / Director | Date: [Date] | Place: [Place]
Compliance Notes
Key: (a) Cost auditor must be a Cost Accountant (CMA). (b) CRA-2 filed with CG within 30 days of Board (not AGM). (c) Remuneration ratified by shareholders at AGM. (d) Cost audit report (CRA-3) submitted to Board within 180 days of FY end. (e) Company files CRA-4 with CG within 30 days of receiving cost audit report. (f) Applicable to companies producing/trading prescribed products/services.
Post-Resolution Checklist
| # | Action | Timeline | Responsible | ☐ |
|---|---|---|---|---|
| 1 | Record minutes within 30 days (Sec 118) | 30 days | CS | ☐ |
| 2 | File MGT-14 if required (Sec 117) | 30 days | CS/Director | ☐ |
| 3 | File applicable MCA form | 15-30 days | CS/Director | ☐ |
| 4 | Update statutory registers | 7-15 days | CS | ☐ |
| 5 | Notify stakeholders | As prescribed | CS | ☐ |