# Re-appointment of the Retiring Auditor

At every AGM, the existing auditor may be considered for re-appointment. Section 139(9) lays down the conditions under which a retiring auditor may be re-appointed.

## Conditions — ALL must be satisfied

A retiring auditor may be re-appointed at an AGM only if:

1. He is not disqualified for re-appointment (i.e., no disqualification under Section 141).

2. He has not given a written notice to the company expressing his unwillingness to be re-appointed.

3. A Special Resolution has not been passed at the meeting either:

Appointing some other person as auditor, OR
Expressly providing that the retiring auditor shall not be re-appointed.

## What happens at the AGM if no new auditor is appointed?

Under Section 139(10), where at any AGM no auditor is appointed or re-appointed, the existing auditor shall continue to be the auditor of the company. This avoids a vacuum in the auditor's office.

## Mental shortcut

Think of three 'NO' gates for re-appointment:

NO disqualification
NO notice of unwillingness from the auditor
NO Special Resolution against him

Worked example

### Example 1

Example 1:

Mr. A is the retiring auditor of PQR Ltd. He has given a written notice that he does not wish to be re-appointed. Can he still be re-appointed?

Answer: No. One of the three conditions (no written notice of unwillingness) has failed. Therefore he cannot be re-appointed.

### Example 2

Example 2:

At the AGM of XYZ Ltd., members fail to appoint any new auditor and also fail to re-appoint the existing auditor. What happens?

Answer: Under Section 139(10), the existing auditor continues as the auditor of the company until a fresh appointment is made.

⚠️ Common exam mistakes

Confusing the resolution required to block re-appointment — it is a Special Resolution, not an Ordinary Resolution.
Forgetting that the auditor's own written notice of unwillingness is a self-disqualifying ground.
Assuming that failure to appoint at AGM creates a casual vacancy — it does not; the existing auditor simply continues.

Bare-Act text Section 139(9) and 139(10) · Companies Act, 2013 · click to expand

Subject to the provisions of sub-section (1), a retiring auditor may be re-appointed at an annual general meeting, if — (a) he is not disqualified for re-appointment; (b) he has not given the company a notice in writing of his unwillingness to be re-appointed; and (c) a special resolution has not been passed at that meeting appointing some other auditor or providing expressly that he shall not be re-appointed.

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Re-appointment of Retiring Auditor (Section 139(9))

Worked example

⚠️ Common exam mistakes