Board Resolution for Appointment of Internal Auditor

An internal Auditor is a qualified professional appointed as per the requisites of sec 138 of the Companies Act, 2013. Audit means pre scrutiny of all accounting and financial records of the company in order to rectify blunders if any within right time. To manage a company is not as simple as it seems. It needs continuous efforts to comply all the legal checklist of the company. Audit plays active role in reflecting the true and correct view of the state of affairs of the company. Board resolution for appointment of Internal Auditor specifies in detail about the authorized person to carry on the process of appointment of internal auditor, details of director/Managing Director to do all needful.

Who can act as Internal Auditor?

Sec 138 of the Companies Act, 2013 specifies few professionals who can act as internal auditor of the company. Not every person has authority to be appointed as internal Auditor. It requires lot of skill, knowledge, experience and professional expertise. As per section 138(1) of the Companies Act, 2013, any of the following can act as internal Auditor of the company-

1. Chartered Accountant
2. Cost Accountant
3. Or such other professional as decided by the board of directors of the company.

Is there any penalty for non-appointment of internal Auditor?

Yes ofcource!! There is huge penalty for contravention of sec 138 of Companies Act, 2013. Any company which has defaulted in complying with any requirement of sec 138 of the Companies Act, 2013 shall be punishable with fine which shall not be less than five thousand rupees but which may extend to twenty-five thousand rupees for every day during which the contravention continues.

Board Resolution for appointment of Internal Auditor

CERTIFIED COPY OF THE RESOLUTIONS PASSED AT THE BOARD MEETING OF ………………………………………………………. PRIVATE LIMITED HELD ON ……………………………………AT THE REGISTERED OFFICE OF THE COMPANY AT —————————————————————————————–AT 11.00 A.M AND CONCLUDED AT 11:30 A.M

APPOINTMENT OF INTERNAL AUDITOR OF THE COMPANY

“RESOLVED THAT pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, M/s …………(Name of the Firm/Person) Chartered accountants, be and is hereby appointed as internal auditors of the company for the financial year ………..

RESOLVED FURTHER THAT Mr. ……………………. Director/Managing Director of the company be and is hereby authorized to decide and final the remuneration to be paid to internal auditor and to intimate the same to the concerned Registrar of the Companies.

FURTHER RESOLVED THAT, Board of Directors of the Company be and is hereby authorised severally to do all such acts, deeds, matters and things as may be considered necessary or desirable to give effect to this resolution and matters incidental thereto.”

For And On Behalf Of

………………………………………………….PRIVATE LIMITED

Director                                                                                                          Director

DIN:                                                                                                                 DIN:

Date:

Place:

Download Board Resolution for Appointment of Internal Auditor