## Appointment of Auditors [Section 139]

### First Auditor

The first auditor of a company holds office until the conclusion of the first AGM.

	Government Company	Other than Government Company
Appointed by	CAG (Comptroller & Auditor General)	Board of Directors
Within	60 days from date of registration	30 days from date of registration
If primary authority fails	BoD to appoint within next 30 days	Members at EGM within 90 days
If BoD also fails (Govt Co.)	Members shall appoint within 60 days at EGM	—

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### Subsequent Auditors

	Government Company	Other than Government Company
Appointed by	CAG within 180 days from commencement of Financial Year	Members at the first AGM
Term	As per CAG appointment	From 1st AGM till conclusion of 6th AGM (subject to conditions)

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### Re-appointment of Retiring Auditor

A retiring auditor may be re-appointed at an AGM if ALL three conditions are met:

1. He is not disqualified for reappointment.

2. He has not given written notice of unwillingness to be reappointed.

3. A special resolution has NOT been passed appointing another auditor or expressly excluding his reappointment.

Worked example

### Example 1

Example – First Auditor (Non-Govt): PQR Pvt. Ltd. is incorporated on 1 April 2024. When must the Board appoint the first auditor, and until when does the auditor hold office?

Answer: The Board must appoint within 30 days of registration, i.e., by 30 April 2024. The first auditor holds office until the conclusion of the first AGM of the company.

### Example 2

Example – Subsequent Auditor (Govt Company): A Government company's FY commences on 1 April 2025. By when must the CAG appoint the subsequent auditor?

Answer: Within 180 days from 1 April 2025, i.e., by 28 September 2025.

### Example 3

Example – Retiring Auditor: At XYZ Ltd.'s AGM, the incumbent auditor sent a letter stating he does not wish to be reappointed. Can he be reappointed without a special resolution?

Answer: No. He has given written notice of unwillingness, so condition 2 is not met. He cannot be deemed reappointed.

⚠️ Common exam mistakes

Confusing the 60-day window (CAG for first auditor in Govt company) with 180 days (CAG for subsequent auditor) — both are different.
Mixing up the fall-back sequence: for non-Govt companies, if the Board fails to appoint the first auditor within 30 days, members appoint at an EGM within 90 days (not 30 or 60 days).
Forgetting that for subsequent auditors of non-Govt companies, the term runs to the '6th AGM' — not 6 years or 5 years.
Missing any one of the three conditions for re-appointment of a retiring auditor and incorrectly concluding he can or cannot be reappointed.

Bare-Act text Section 139 · Companies Act, 2013 · click to expand

Every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting...

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Appointment of Auditors – First and Subsequent [Section 139]

Worked example

⚠️ Common exam mistakes