Resolution for Appointment of Auditor and Company Secretary

1) Appointment of Cost Auditor:

Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority

“ RESOLVED that subject to the approval of the Central Government, pursuant to Section 233B of the Companies Act 1956, ..………………… Cost Accountants be appointed Cost Auditor for auditing the company’s cost accounting records for the financial year ………… on a remuneration of Rs …………”

2) Appointment of First Auditors:

Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority

“ RESOLVED that M/s ……………. be and are hereby appointed auditors of the company to hold office till the conclusion of the first Annual General Meeting at a remuneration of Rs …………”

3) Adoption of common seal:

Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority

“RESOLVED that the proposed common seal of the company submitted to the meeting, be and is hereby adopted as the common seal of the company and that the common seal be kept in the custody of Shri……...
secretary of the company.”

4) Approving report of the board u/s.217:

Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority

“ RESOLVED that the report of the Board of Directors for the year ended ……….. as per draft placed before the board and initialed by the Chairman be and is hereby approved and the Chairman be and is hereby authorized to sign the report on behalf of the Board for issuing it to members along with the other documents.”

5) Appointment of a whole-time Company Secretary:

Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority

“ RESOLVED that Mr. ……………… who possesses the required qualifications under the Companies (Appointment and Qualification of Secretary) Rules 1988 be and is hereby appointed as a secretary on the terms and conditions contained in the draft letter of appointment, a copy of which duly initialed by the chairman for the purpose of identification was tabled and approved at the meeting.”

6) Appoint a person as an auditor, other than the retiring auditor:

Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution (special notice is required for the resolution)

“ RESOLVED that pursuant to the provisions of Section 225 of the Companies Act 1956 M/s …………… Chartered Accountants of …………. be and are hereby appointed auditors of the company in place of retiring auditors M/s ……………. to hold office from the conclusion of the AGM until the conclusion of the next AGM at a remuneration of Rs. ………. plus out of pocket expenses .”