Regarding Appointment of auditor in case of casual vacancy
This query is : Resolved
05 November 2025
Respected Colleagues,
In case of Pvt Ltd., if auditor firm vacate the office of auditor as on 25.08.2025 and new auditor firm appoints a Statutory auditor for FY 2024-25 audit, Is this valid vacancy by previous auditor after completing last FY 2024-25?
Second question is , Is this vacancy treated as casual vacancy?
Third Question is, If yes in previous question, then how new auditor appoints in company with ADT-1? While filing ADT-1 appointment period in case of Casual vacancy?
Fourth question is, Is appointment of new auditor should file ADT-1 two times? One for casual Vacancy and another in AGM for 5 years?
Kindly clarify and advice how we deal in this situation
In case of Pvt Ltd., if auditor firm vacate the office of auditor as on 25.08.2025 and new auditor firm appoints a Statutory auditor for FY 2024-25 audit, Is this valid vacancy by previous auditor after completing last FY 2024-25?
Second question is , Is this vacancy treated as casual vacancy?
Third Question is, If yes in previous question, then how new auditor appoints in company with ADT-1? While filing ADT-1 appointment period in case of Casual vacancy?
Fourth question is, Is appointment of new auditor should file ADT-1 two times? One for casual Vacancy and another in AGM for 5 years?
Kindly clarify and advice how we deal in this situation
05 November 2025
- Yes, it is a valid vacancy. Even if the previous auditor completed the audit for FY 2024–25, their resignation or vacation before the AGM creates a vacancy in the office of statutory auditor.
- The Companies Act, 2013 considers the auditor’s term to extend until the conclusion of the next AGM. If they resign before that, it’s a mid-term exit.
- The new auditor must be appointed by the Board and ADT-1 filed within 15 days. Later, the same auditor must be reappointed in AGM for a full term, requiring a second ADT-1 filing.
- The Companies Act, 2013 considers the auditor’s term to extend until the conclusion of the next AGM. If they resign before that, it’s a mid-term exit.
- The new auditor must be appointed by the Board and ADT-1 filed within 15 days. Later, the same auditor must be reappointed in AGM for a full term, requiring a second ADT-1 filing.
05 November 2025
Yes, this is treated as a casual vacancy under Section 139(8) of the Companies Act, 2013.
Since the resignation occurred before the AGM and during the tenure, the Board of Directors must appoint a new auditor to fill the casual vacancy.
Since the resignation occurred before the AGM and during the tenure, the Board of Directors must appoint a new auditor to fill the casual vacancy.
05 November 2025
- The company must file Form ADT-1 within 15 days of the Board’s appointment of the new auditor.
- Appointment period in ADT-1: Mention the period from the date of Board resolution (e.g., 25.08.2025) until the conclusion of the next AGM.
- Attachments required:
- Resignation letter from outgoing auditor
- Consent letter and eligibility certificate from incoming auditor
- Board resolution copy
- Appointment period in ADT-1: Mention the period from the date of Board resolution (e.g., 25.08.2025) until the conclusion of the next AGM.
- Attachments required:
- Resignation letter from outgoing auditor
- Consent letter and eligibility certificate from incoming auditor
- Board resolution copy
05 November 2025
Yes, ADT-1 must be filed twice:
1. First ADT-1: For appointment in casual vacancy by Board (valid until next AGM).
2. Second ADT-1: After AGM, for regular appointment of the same auditor for a 5-year term (if applicable).
This ensures compliance with both Section 139(8) (casual vacancy) and Section 139(1) (regular appointment in AGM).
1. First ADT-1: For appointment in casual vacancy by Board (valid until next AGM).
2. Second ADT-1: After AGM, for regular appointment of the same auditor for a 5-year term (if applicable).
This ensures compliance with both Section 139(8) (casual vacancy) and Section 139(1) (regular appointment in AGM).
05 November 2025
Recommended Action Steps
- Board Meeting: Pass resolution to appoint new auditor in casual vacancy.
- File ADT-1: Within 15 days of Board appointment.
- Hold AGM: Reappoint the same auditor for 5 years (or as decided).
- File ADT-1 again: Within 15 days of AGM appointment.
- Board Meeting: Pass resolution to appoint new auditor in casual vacancy.
- File ADT-1: Within 15 days of Board appointment.
- Hold AGM: Reappoint the same auditor for 5 years (or as decided).
- File ADT-1 again: Within 15 days of AGM appointment.
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