Under companies act 2013
This query is : Resolved
10 September 2014
My all queries relating to a company having a share cap of Rs.10 lakhs(Authorised) & Turnover of Rs.1.5 Crore.
1) If a auditor was a auditor of a company for the last 7 years, still can he continue with co. as the auditor.
2) if yes, then whether his appointment in this AGM be for a term of 5 years, as the rotation of auditor is not applicable to this co.
3)In both these cases, which form has to be filed by the co. with the roc.
1) If a auditor was a auditor of a company for the last 7 years, still can he continue with co. as the auditor.
2) if yes, then whether his appointment in this AGM be for a term of 5 years, as the rotation of auditor is not applicable to this co.
3)In both these cases, which form has to be filed by the co. with the roc.
11 September 2014
1. yes
2. yes
3. Company has to file Form GNL-2 with ADT-1, Consent & Eligibility letter & certified true copy of ordinary resolution as attachment
2. yes
3. Company has to file Form GNL-2 with ADT-1, Consent & Eligibility letter & certified true copy of ordinary resolution as attachment
11 September 2014
3. Attachment to GNL-2 :-
a) ADT-1,
b) Certified copy of resolution and
c) Copy of "auditor's acceptance letter".
a) ADT-1,
b) Certified copy of resolution and
c) Copy of "auditor's acceptance letter".
11 September 2014
Dear experts,
Thank you for the timely reply. but my question relating to the term of 5 yrs appointment, is it reqd for pvt. co. as rotation of auditor is not applicable to this co.
Thank you for the timely reply. but my question relating to the term of 5 yrs appointment, is it reqd for pvt. co. as rotation of auditor is not applicable to this co.
11 September 2014
Dear Experts
one more query I have got is, as I was under the impression that term of 5 yrs is not applicable to small pvt. ltd. co. while in the notice of AGM, I have put an item of agenda as appointment of auditor for the year 2015-16. In that case whether at the AGM, appointment of auditor for 5 yrs term can be made or not. if yes how the resolution to be passed and be worded.
wr
one more query I have got is, as I was under the impression that term of 5 yrs is not applicable to small pvt. ltd. co. while in the notice of AGM, I have put an item of agenda as appointment of auditor for the year 2015-16. In that case whether at the AGM, appointment of auditor for 5 yrs term can be made or not. if yes how the resolution to be passed and be worded.
wr
11 September 2014
Dear Experts
you said copy of resolution to be attached to the GNL-2, which means the resolution passed at the AGM, Here I wanted to know, whether only the true copy of extract of resolution of appointment of auditor is to be typed in word file and converted in pdf file attached or is it all the resolutions passed in the AGM in which one item is appointment of auditor to be in the word file converted to pdf & attached to this form. Kindly clarify.
you said copy of resolution to be attached to the GNL-2, which means the resolution passed at the AGM, Here I wanted to know, whether only the true copy of extract of resolution of appointment of auditor is to be typed in word file and converted in pdf file attached or is it all the resolutions passed in the AGM in which one item is appointment of auditor to be in the word file converted to pdf & attached to this form. Kindly clarify.
02 August 2025
Here’s a clear response to your queries under the **Companies Act, 2013** about auditor appointment for a private company with authorized capital of Rs. 10 lakhs and turnover Rs. 1.5 crore:
---
### 1) Can the auditor who has been auditing the company for the last 7 years continue?
* **Yes.**
For private companies, the **mandatory auditor rotation provisions under Section 139(2) do not apply** if they do not fall under prescribed class of companies (e.g., listed companies, large companies).
So, the same auditor can be reappointed.
---
### 2) If yes, can the auditor be appointed for a 5-year term in the AGM?
* For private companies not covered by rotation rules, **the appointment is made every year in the AGM**.
* The concept of a **5-year fixed term appointment (Section 139(2)) applies only to companies where rotation is mandatory**, which generally excludes small private companies.
* So, **in your case, appointment for 1 year at a time is done at each AGM** (usual practice).
* The company can pass an ordinary resolution for appointment of auditor for that financial year only.
---
### 3) Forms to be filed with ROC:
* **Form GNL-2** (General Form for filing resolutions) along with:
* Attachment: **ADT-1** (Notice of appointment of auditor)
* Certified true copy of the **ordinary resolution** passed at AGM for auditor appointment
* Copy of the auditor’s **consent and eligibility letter**
---
### 4) Regarding resolution attachment in Form GNL-2:
* You need to attach the **extract of the resolution relating to appointment of the auditor only** — not the entire AGM minutes or all resolutions.
* Typically, the extract is drafted in a word document, converted to PDF, and uploaded as attachment with Form GNL-2.
---
### Summary:
| Query | Answer |
| --------------------------------- | ------------------------------------------------------------------- |
| Auditor can continue after 7 yrs? | Yes, if rotation not applicable |
| Appointment term for private co.? | Usually yearly; 5-year term not mandatory for small private company |
| Form to file | GNL-2 with ADT-1, resolution extract, auditor’s consent |
| Resolution attachment | Only extract of auditor appointment resolution |
---
If you want, I can help draft the **wording of the ordinary resolution** for auditor appointment for your AGM notice and Form ADT-1. Would you like that?
---
### 1) Can the auditor who has been auditing the company for the last 7 years continue?
* **Yes.**
For private companies, the **mandatory auditor rotation provisions under Section 139(2) do not apply** if they do not fall under prescribed class of companies (e.g., listed companies, large companies).
So, the same auditor can be reappointed.
---
### 2) If yes, can the auditor be appointed for a 5-year term in the AGM?
* For private companies not covered by rotation rules, **the appointment is made every year in the AGM**.
* The concept of a **5-year fixed term appointment (Section 139(2)) applies only to companies where rotation is mandatory**, which generally excludes small private companies.
* So, **in your case, appointment for 1 year at a time is done at each AGM** (usual practice).
* The company can pass an ordinary resolution for appointment of auditor for that financial year only.
---
### 3) Forms to be filed with ROC:
* **Form GNL-2** (General Form for filing resolutions) along with:
* Attachment: **ADT-1** (Notice of appointment of auditor)
* Certified true copy of the **ordinary resolution** passed at AGM for auditor appointment
* Copy of the auditor’s **consent and eligibility letter**
---
### 4) Regarding resolution attachment in Form GNL-2:
* You need to attach the **extract of the resolution relating to appointment of the auditor only** — not the entire AGM minutes or all resolutions.
* Typically, the extract is drafted in a word document, converted to PDF, and uploaded as attachment with Form GNL-2.
---
### Summary:
| Query | Answer |
| --------------------------------- | ------------------------------------------------------------------- |
| Auditor can continue after 7 yrs? | Yes, if rotation not applicable |
| Appointment term for private co.? | Usually yearly; 5-year term not mandatory for small private company |
| Form to file | GNL-2 with ADT-1, resolution extract, auditor’s consent |
| Resolution attachment | Only extract of auditor appointment resolution |
---
If you want, I can help draft the **wording of the ordinary resolution** for auditor appointment for your AGM notice and Form ADT-1. Would you like that?
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