BR — Appointment explained: this guide covers what BR — Appointment means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
BR — Appointment of Internal Auditor
Ready-to-use draft board resolution for appointment of internal auditor under Section 138 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 internal auditor under Section 138 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
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON AT AT
Present: 1. Mr./Ms. — Director (Chairperson) | 2. Mr./Ms. — Director | 3. Mr./Ms. — Director
Quorum: Present throughout as required under Section 174.
Resolution
"RESOLVED THAT pursuant to Section 138, Mr./Ms. (CA/CS/CMA/Other Professional) be appointed as Internal Auditor of the Company for FY , to conduct internal audit of functions and activities as per scope defined by the Audit Committee."
"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 Secretary / Director | Date: | Place:
Compliance Notes
Mandatory for: Listed companies. Unlisted public: capital ≥ Rs. 50 Cr OR turnover ≥ Rs. 200 Cr OR loans ≥ Rs. 100 Cr OR deposits ≥ Rs. 25 Cr. Private: turnover ≥ Rs. 200 Cr OR loans ≥ Rs. 100 Cr. Internal auditor can be CA, CMA, CS, or other professional.
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 | ☐ |