Internal audit, board resolution and appointment letter
Test the four Rule 13 limbs on the preceding financial year's figures, and on the year's peak borrowing, not the closing balance, because that one word is what turns a company that thought it was outside section 138 into one that has been in default since 1 April.
- 4 pages
- 46
- Word and PDF
- 13 September 2026
What it covers
- 1Internal audit, board resolution and appointment letters.138 · Rule 13 · s.179(3)
Read the opening
The first part of the format, as it downloads. Blanks are highlighted.
Part 1 — Certified true copy of the board resolution
[COMPANY NAME] LIMITED
CIN: [CIN] · Registered office: [Company's registered office address]
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS HELD ON [day, date] AT [Meeting start time] AT [Venue of the Board meeting]
Appointment of internal auditor for the financial year 2026-27 and approval of the scope, functioning, periodicity and methodology of internal audit
The Chairman placed before the Board the recommendation of the Audit Committee made at its meeting held on [Date of the Audit Committee meeting], and informed the Board that the Company is required to appoint an internal auditor under section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company having [turnover of Rs [amount] crore during the financial year 2025-26 / outstanding loans and borrowings from banks of Rs [amount] crore as on [date] during the financial year 2025-26], which exceeds the threshold prescribed in the said Rule.