Board resolution format for appointment of a secretarial auditor under Section 204 and Rule 9, with Form MR-3 and Regulation 24A terms for listed entities.
“RESOLVED THAT pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 [and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015], consent of the Board be and is hereby accorded [to appoint / to recommend to the members for approval the appointment of] M/s [●], Company Secretaries in practice (Peer Review Certificate No.: [●]), as the Secretarial Auditor of the Company [for the financial year [●] / for a term of five consecutive years from the financial year [●] to the financial year [●]], to conduct the secretarial audit and issue the Secretarial Audit Report in Form MR-3, at a remuneration of ₹[●] (Rupees [●] only) for the financial year [●] plus applicable taxes and out-of-pocket expenses.
RESOLVED FURTHER THAT [for a listed entity: the appointment be placed before the members for approval at the [●] Annual General Meeting with the disclosures required under Regulation 36(5) of the said Regulations, and] any Director and/or the Company Secretary of the Company be and is hereby severally authorised to issue the letter of appointment, to file e-Form MGT-14 with the Registrar of Companies [public companies only] and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”