One Person Company (OPC) is a one person company which is incorporated under the Companies Act, 2013 and fully managed and controlled by a single person. OPC is covered under the definition of “Company” as defined under the Companies Act, 2013, thus it is mandatory for OPC to appoint first Auditor of the Company like other companies in India. Once the OPC is registered, first meeting of Board of Directors is conducted by single director to implement various legal provisions like appointment of auditor, filling of various forms with Ministry of Corporate Affairs (MCA) etc. If OPC fails to appoint auditor in board meeting within 30 days then the shareholders may appoint the first auditor of the Company within 90 days from the date of incorporation of the company. Format of Board Resolution for Appointment of Auditor is prescribed in sec 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.
An Auditor is appointed by simply following the steps as mentioned below-
Step 1: Conduct of Board Meeting
Step 2: Appoint auditor in OPC Board Meeting within 30 days from OCP date of registration
Step 3: Appointment in Extra Ordinary General Meeting or Annual General Meeting within 90 days from registration (If not appointed in board meeting)
Step 4: Filling of form ADT-1 after Appointment in general meeting
Appointment of Auditor is mainly regulated by-
As per sec 139(1) of the Companies Act, 2013 every company/OPC shall at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting (AGM).
Rule 4 of the Companies (Audit and Auditors) Rules, 2014 prescribes that every Company/ OPC shall inform the auditor concerned of his or its appointment and also file a notice of such appointment with the Registrar in Form ADT-1 within 15 days of the meeting in which the auditor is appointed.
CERTIFIED TRUE COPY OF THE ORDINARY RESOLUTION PASSED IN THE 1ST ANNUAL GENERAL MEETING HELD AT THE REGISTERED OFFICE OF THE ______________ OPC PRIVATE LIMITED SITUATED AT —————————————————————— ON ………………………… THE ————- DAY OF ———————– AT 11.00 A.M. AND CONCLUDED AT 11.30 A.M.
The Chairman informed that the first Auditors of the OPC Private Limited are to be appointed in the Board Meeting within 30 days from the date of incorporation of the OPC Private Limited. He informed that he had got consent of (Auditor Name or Firm Name), Chartered Accountants, for their appointment as the first Auditors of the OPC. The Board considered and passed the following resolution unanimously:
“RESOLVED THAT pursuant to Sections 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being in force), the OPC Private Limited hereby appoints of (Name of the Auditor Firm), Chartered Accountants, (Place) having membership no ……………………………. as Auditors of the OPC Private Limited to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the sixth AGM of the Company.”
“RESOLVED FURTHER THAT Mr./Mrs. …………………………………….., Director of the OPC Private Limited be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to give effect to this ratification of auditor of the Company.
CERTIFIED TRUE COPY
For ……………………………………… OPC Private Limted