Brief Note
Every newly incorporated company in India must appoint its first statutory auditor within 30 days from the date of incorporation, as required under Section 139(6) of the Companies Act, 2013. This appointment is made by the Board of Directors at its first Board Meeting, and the company must file Form ADT-1 with the Registrar of Companies within 15 days of such appointment.
This resolution formally records the Board’s approval, ensures compliance with Secretarial Standard – 1 (SS-1) on Meetings of the Board of Directors, and serves as a supporting document for Form ADT-1. The resolution must be properly minuted, signed by the Chairman, and a certified true copy maintained in the company’s records.
Legal Note:
This format complies with Section 139(6), Section 141, and Rule 4 of the Companies (Audit and Auditors) Rules, 2014, read with SS-1.
Templates are provided for educational and professional reference; tailor details as per your company’s particulars and obtain expert verification before filing.
Format: Board Resolution for Appointment of First Auditor (ADT-1 Filing)
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE FIRST MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME PRIVATE LIMITED] HELD ON [DAY, DATE] AT [TIME] AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS].
Appointment of First Auditors
The Chairman informed the Board that the Company was incorporated on [Date of Incorporation] under the Companies Act, 2013, and that in accordance with the provisions of Section 139(6), the first statutory auditor of the Company is required to be appointed by the Board of Directors within 30 days of incorporation, to hold office till the conclusion of the first Annual General Meeting.
The Chairman further informed that M/s [Name of Firm], Chartered Accountants (Firm Registration No. [FRN]), having their office at [Address], had expressed willingness to act as Statutory Auditors of the Company and had furnished their written consent under Section 139(1) and certificate under Section 141 confirming their eligibility.
The matter was then placed before the Board for consideration and approval.
“RESOLVED THAT pursuant to the provisions of Section 139(6) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, M/s [Name of Firm], Chartered Accountants (Firm Registration No. [FRN]), be and are hereby appointed as the First Statutory Auditors of the Company to hold office from the date of incorporation till the conclusion of the first Annual General Meeting of the Company, at such remuneration as may be decided by the Board in consultation with the said Auditors.”
“RESOLVED FURTHER THAT Mr./Ms. [Name of Director], Director of the Company, be and is hereby authorised to file the necessary e-form ADT-1 with the Registrar of Companies and to do all such acts, deeds, and things as may be required to give effect to this resolution.”
Declaration by the Chairman (in compliance with SS-1)
The Chairman declared that the above resolutions were put to vote and passed unanimously by the Board. It was noted that the necessary consent and eligibility certificate from the proposed auditors were placed before the meeting and taken on record. The Directors further noted that the authorised signatory will ensure timely filing of Form ADT-1 within 15 days from the date of this meeting.
Supporting Compliance Checklist
| Particular | Requirement | Reference |
|---|---|---|
| Appointment timeline | Within 30 days of incorporation | Section 139(6) |
| Filing Form ADT-1 | Within 15 days of Board Meeting | Rule 4(2) |
| Attachments | (i) Board Resolution (this) (ii) Auditor’s consent (iii) Eligibility certificate | — |
| Secretarial Standards | Notice, Agenda, Attendance, Minutes, and signature by Chairman | SS-1 |
Professional Tip
Keep a scanned PDF of the signed resolution with the company’s digital records. During ROC or income-tax scrutiny, this is one of the first documents requested to verify the auditor’s appointment timeline.
Related Articles
For more clarity, see our related posts:
- Post-Incorporation Compliance Checklist for Newly Registered Companies in India
- Director Compliance in India: Annual KYC, Disqualification, and Appointment Rules Explained (2025 Update)
- Annual ROC Compliance Calendar for Private Limited Companies – 2025 Edition
Conclusion Note
As per Secretarial Standard–1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI), every resolution recorded in the minutes should reflect not only the decision taken but also a fair and concise summary of the background and discussions that led to the decision.
Accordingly, while using this draft, it is advisable to retain a brief transcript of the deliberations that took place during the meeting — such as the facts presented, documents tabled, and viewpoints considered by the directors — to ensure the minutes present a true and fair record of proceedings.
You may make necessary modifications in the background section, names, or details of the proposed auditors, in line with your company’s specific situation and professional judgment.
