Board Resolution for Appointment of Auditor – Format (Section 139)

Board Resolution for Appointment of Auditor — Format (Section 139)

A ready board resolution recommending the appointment of the statutory auditor to the members under Section 139(1) of the Companies Act, 2013, with the ADT-1 step. Download the editable Word file or the fillable PDF.

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Sample resolution

RESOLVED THAT under Section 139(1), the Board recommends the appointment of M/s [auditor] (FRN [____]) as Statutory Auditors, to hold office from the conclusion of the ensuing AGM until the sixth AGM; and that Form ADT-1 be filed within fifteen days of the appointment.

Board recommends, members appoint

The Board (or the Audit Committee, where one is required) recommends the auditor, and the members appoint at the AGM under Section 139(1) for a five-year term, with no annual ratification. For the first auditor, the Board itself appoints within thirty days of incorporation under Section 139(6).

For the full consent letter and eligibility certificate, see our Auditor Appointment Kit.

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FAQs

Who appoints the statutory auditor?

The members appoint at the AGM under Section 139(1), on the Board’s recommendation, for a term ending at the sixth AGM.

When is Form ADT-1 filed?

Within fifteen days of the meeting in which the auditor is appointed; the company files it.

Is the appointment ratified each year?

No. Annual ratification was removed with effect from 7 May 2018.

Appointing your auditor?

My Cloud Accountant prepares the recommendation, consent and eligibility certificate and files ADT-1 within the timeline. Talk to us »

Format current as of July 2026. General information only, not legal advice.

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