# Role of Audit Committee in Auditor Appointment
Where a company is required to constitute an Audit Committee under Section 177, the appointment of the auditor must follow a specific consultative process.
## When Audit Committee Exists
1. Audit Committee considers the qualifications and experience of the proposed auditor and evaluates:
- Whether the qualifications and experience are commensurate with the size and requirements of the company
- Any pending proceedings relating to professional misconduct against the proposed auditor
2. The Audit Committee may also call for other relevant information from the proposed auditor.
3. Audit Committee recommends to the Board of Directors (BOD).
4. If BOD agrees with the recommendation: BOD forwards it to the Shareholders (SH) at AGM.
5. If BOD disagrees with the recommendation: BOD shall refer it back to the Audit Committee for reconsideration with reasons.
- If Audit Committee reconsiders and changes its recommendation: BOD shall record the reasons and send its own recommendation to SH.
- If Audit Committee does NOT reconsider and sticks to its recommendation: BOD shall record reasons for disagreement and send its own recommendation to SH.
## When Audit Committee Does NOT Exist
The BOD itself shall consider qualifications, experience, pending proceedings etc., and recommend to the shareholders directly.
## Tenure of Subsequent Auditor
- Auditor appointed under Section 139(1) holds office for 5 consecutive years, i.e., till the conclusion of the 6th AGM from appointment.