Draft Board Resolution Appointment of Tax Auditor under IT Act

A tax audit is different from statutory audit. While statutory auditor is being appointed to carry out audit of the accounts and relevant records of the company as per Chapter X: Audit and Auditors i.e. Sections 139 to 148 of the Companies Act, 2013, a tax auditor can be appointed to carry out the audit, if applicable on the company, as per Section 44AB of the Income-tax Act, 1961.

Template of board resolution for appointment of tax auditor is as follows—

SAMPLE #1

“RESOLVED THAT in accordance with the provisions of Section 44AB of the Income-tax Act, 1961 and any other applicable provisions, M/s. .........................., Chartered Accountants (Firm Regn. No. .......................), be and is hereby appointed as the Tax Auditors of the company, for the assessment year 20XX-XX, on a remuneration of Rs. .................. (Rupees ............................ only) excluding any applicable tax, and any out of pocket expenses incurred by them in this matter be reimbursed to them.”

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SAMPLE #2

“RESOLVED THAT M/s. .........................., Chartered Accountants (Firm Regn. No. .......................), be and is hereby appointed as the Tax Auditors of the company, in terms of Section 44AB of the Income-tax Act, 1961 and any other applicable provisions, including any amendment(s) thereto or re-enactment(s) thereof, for the financial year 20XX-XX, on a remuneration of Rs. .................. (Rupees ............................ only) excluding gst and any out of pocket expenses.”

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NOTE: The resolution samples here are only for your reference to help you with drafting. Do refer the exact provisions of the Companies Act and Income-tax Act to be able to not to miss out anything important while drafting.