BR — Ratification of Auditor Appointment at AGM
Ready-to-use draft board resolution for ratification of auditor appointment at AGM (if required) 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?
ratification of auditor appointment at AGM (if required) 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 the appointment of M/s [Audit Firm] (FRN: [Number]) as Statutory Auditors, made at the [Xth] AGM for a term of 5 years, be ratified by shareholders at this AGM as per the terms approved earlier. The remuneration for FY [Year] is fixed at Rs. [Amount] plus taxes."
"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
Note: Post Companies (Amendment) Act, 2017, annual ratification is NO LONGER mandatory — the auditor appointed for 5-year term continues without yearly ratification. However, if company AOA still requires ratification, it must be done until AOA is amended. Many companies still include ratification as good practice.
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 | ☐ |