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MCA Compliance Live

Auditor Appointment Letter — Format Under Section 139

Ready-to-use template for auditor appointment letter format under Companies Act 2013. Includes format, legal requirements, and practical guidance. Updated March 2026.

Vikas SharmaTax & Compliance Expert
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Topic
MCA Compliance
Published
March 23, 2026
Last updated
Oct 8, 2026
Reading time
7 min
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Last updated: October 2026Verified against: Government sources

Auditor Appointment Letter -- explained: this guide covers what Auditor Appointment Letter -- means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

Overview

After appointment at the AGM, the company issues a formal appointment letter to the auditor specifying the terms, scope, and remuneration.

Legal Compliance
This document/format must comply with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, as amended up to the date of use. Always verify the latest legal requirements before using any template.

Legal Framework

The requirement for this document arises from the Companies Act, 2013 and its associated Rules. Non-compliance with the prescribed format or content requirements may result in rejection by the ROC, penalties on the company and officers in default, or the underlying transaction being rendered void or voidable.

Applicability

Company TypeRequired?Notes
Private LimitedYesSome relaxations for Small Companies
Public LimitedYesAdditional requirements for listed companies
OPCYes, with modificationsSimplified requirements in some cases
Section 8YesMay have additional requirements under license conditions

Format / Template

The following format is illustrative and must be customized to the specific requirements of your company. It does not constitute professional advice. Obtain independent professional review before use.


CIN:
Registered Office:

AUDITOR APPOINTMENT LETTER



Particulars to be included:
1. Name and CIN of the company
2. Date and reference number
3. Details as required by the specific section/rule
4. Signature of authorized person
5. Date and place of execution



For

Date: | Place:
Disclaimer on Template
This template is provided solely for reference and general informational purposes. It is not a substitute for professional advice. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability for any loss, damage, or consequence arising from the use of or reliance on this template. Users must verify the current legal requirements and customize all documents before use.

Key Requirements and Best Practices

  • Ensure the document complies with the latest amendments to the Companies Act, 2013 and Rules
  • All signatures must be of authorized persons -- directors, company secretary, or authorized representatives
  • Maintain proper records and file copies at the registered office
  • Where documents need to be filed with ROC, ensure they are in the prescribed electronic format (usually PDF)
  • Keep a timestamp record of when the document was created, signed, and filed
  • For documents requiring stamp duty, ensure proper stamping as per the applicable state laws
  • Where notarization or apostille is required (especially for foreign directors), complete this before filing

Common Mistakes to Avoid

  • Using outdated formats: Rules and forms are frequently amended. Always use the latest prescribed format.
  • Missing mandatory fields: Each document has specific mandatory fields. Omission leads to rejection.
  • Incorrect signatures: Only authorized persons should sign. Verify signatory authority before execution.
  • Not maintaining copies: Keep signed copies at the registered office for inspection.
  • Ignoring stamp duty: Certain documents require proper stamping. Unstamped documents may not be admissible as evidence.

Related MCA Forms

After preparing this document, the following MCA forms may need to be filed:

  • MGT-14: For filing resolutions (if the document was authorized by a Special Resolution or specified Board Resolution)
  • Relevant event-specific form: Such as DIR-12 (director changes), SH-7 (capital changes), CHG-1 (charges), etc.
  • GNL-1/GNL-2: For general filings and submissions not covered by specific forms
Expert Help Available
TaxClue provides complete document preparation services for all corporate compliance needs. Our qualified CAs and CS professionals prepare customized documents that are legally compliant and ROC-ready. Call or visit taxclue.in.
Quick recapKey facts & short answers

Key Facts About Auditor Appointment Letter --

  • Applies in: All states across India, under the relevant central law.
  • Mode: Mostly online via the official government portal.
  • Typical timeline: Ranges from a few days to a few weeks depending on the case.
  • Non-compliance: May attract penalties, interest or late fees.
  • Expert help: TaxClue completes Auditor Appointment Letter -- end to end for you.

Is auditor appointment letter format mandatory?

Yes, it is required under the applicable provisions of the Companies Act, 2013. Non-compliance may attract penalties.

Where can I find the latest format?

The MCA V3 Portal and the Companies Act Rules (as amended) contain the latest prescribed formats. Professional guidance is recommended.

Resolutions should be passed before the act, not drafted to explain it afterwards.

— TaxClue Corporate Law Desk

Auditor Appointment Letter --: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.

READY DRAFTAuditor Appointment Letter (Section 139)

The letter a company issues to a Chartered Accountant / firm intimating appointment as statutory auditor after members' approval under Section 139 of the Companies Act, 2013.

[Letterhead of the Company]

Ref: [Ref No.]                                 Date: [Date]

To,
M/s [Name of the CA Firm]
Chartered Accountants
[Address]
Firm Registration No.: [FRN]

Subject: Appointment as Statutory Auditor of [Name of the Company]
         under Section 139 of the Companies Act, 2013

Dear Sir(s),

We are pleased to inform you that the members of [Name of the
Company] ("the Company"), at the Annual General Meeting held on
[Date] / the Board of Directors at its meeting held on [Date]
(in case of first / casual vacancy), have appointed M/s [Name of
the CA Firm], Chartered Accountants (FRN [FRN]), as the Statutory
Auditor(s) of the Company on the following terms:

1.  PERIOD OF APPOINTMENT:
    You are appointed to hold office from the conclusion of this
    Annual General Meeting until the conclusion of the [___]
    Annual General Meeting, i.e., for a term of [one / five]
    financial year(s) commencing from FY [____], subject to
    Section 139(1) of the Act.

2.  SCOPE:
    You shall audit the books of account and financial statements
    of the Company and report to the members in accordance with
    Sections 143 and 145, the Standards on Auditing, and applicable
    provisions of the Companies Act, 2013.

3.  REMUNERATION:
    Your audit fee is fixed at ₹[amount] per annum plus applicable
    GST and reimbursement of out-of-pocket expenses, as approved
    under Section 142.

4.  This appointment is made pursuant to your written consent and
    eligibility certificate under Section 139(1) read with Section
    141 of the Act.

We request you to acknowledge acceptance of this appointment.
Form ADT-1 intimating your appointment shall be filed with the
Registrar of Companies within 15 days.

Yours faithfully,
For [Name of the Company]


_______________________
[Name]
[Director / Company Secretary]
▸ How to use & important notes
  • An auditor is appointed for a term of five consecutive years at the AGM (Section 139(1)); the first auditor is appointed by the Board within 30 days of incorporation (Section 139(6)).
  • File Form ADT-1 with the ROC within 15 days of the AGM / appointment.
  • Obtain the auditor's written consent and eligibility certificate (Section 139(1) / 141) before appointment.
  • A casual vacancy is filled by the Board within 30 days; if caused by resignation, members must approve within 3 months (Section 139(8)).

Disclaimer: This is a general-purpose template for reference only. Facts, figures, stamp duty and clauses vary with your situation and state law — have it reviewed before use. Need this professionally drafted, stamped and filed? Talk to a TaxClue expert.

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Vikas Sharma Verified expert Tax & Compliance Expert

Experienced in company registration, GST, trademark, and compliance. Helping Indian businesses stay compliant.

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Disclaimer: This article is for general informational and educational purposes only. It does not constitute legal, financial, or professional advice. While every effort has been made to ensure accuracy based on the Companies Act, 2013 and Rules thereunder as amended up to March 2026, laws and regulations are subject to change. Readers are advised to consult a qualified Chartered Accountant, Company Secretary, or legal professional before acting on any information contained herein. TaxClue Consultech Pvt Ltd, its directors, employees, and associates accept no liability or responsibility for any loss, damage, or consequence arising from the use of or reliance on the information provided in this article. All sample drafts, templates, and formats are illustrative and must be customized before use. Use is entirely at the reader's own risk.

People also ask

Questions, answered

Short, direct answers to the 4 questions readers ask most on this topic.

Yes, it is required under the applicable provisions of the Companies Act, 2013. Non-compliance may attract penalties.

The MCA V3 Portal and the Companies Act Rules (as amended) contain the latest prescribed formats. Professional guidance is recommended.

The authorized signatory depends on the nature of the document -- typically a director, company secretary, or practicing professional.

Yes. Our qualified professionals prepare all corporate documents customized to your requirements. Call .

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