Auditor consent letter and eligibility certificate

What does a company need from a chartered accountant before it appoints them as auditor?

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Section 139(1) of the Companies Act, 2013 says that before an auditor is appointed, the company must obtain the auditor's written consent to the appointment and a certificate from the auditor that the appointment, if made, will be in accordance with the prescribed conditions. The certificate must also indicate whether the auditor satisfies the criteria in section 141.

Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 lists what the certificate covers: that the individual or the firm is eligible and not disqualified under the Act, the Chartered Accountants Act, 1949 and the rules or regulations under them; that the proposed appointment is as per the term provided under the Act; that it is within the limits laid down by or under the Act; and that the list of pending professional conduct proceedings disclosed in the certificate is true and correct.

For a new company other than a Government company, section 139(6) has the Board appoint the first auditor within thirty days from the date of registration. The form asks for the registration date and the Board meeting date and refuses dates outside that window. You get the request letter from the company and the consent and certificate for the auditor to sign. Download is free against a mobile number.

What you get

Request to act as auditor, as a Word file to edit and a PDF to print
Auditor's consent and certificate of eligibility, as a Word file to edit and a PDF to print

Example with made-up names

Request to act as auditor

Date: 24 October 2026

From: Larkspur Foods Private Limited, Unit 4, Shivaji Industrial Estate, Pune, Maharashtra 411019.

CIN: U15490MH2026PTC123456

To: Rao Menon and Associates, 302 Trade Centre, Baner Road, Pune, Maharashtra 411045.

Kind attention: Anita Menon, Partner

Subject: Request for your consent to act as auditor of Larkspur Foods Private Limited

Dear Sir or Madam,

The company proposes to appoint Rao Menon and Associates as the first auditor of the company by the Board of Directors under section 139(6) of the Companies Act, 2013. The meeting at which the appointment is to be made is fixed for 2 November 2026.

Section 139(1) of the Companies Act, 2013 requires that before the appointment is made, the written consent of the auditor to the appointment, and a certificate from the auditor that the appointment, if made, shall be in accordance with the conditions as may be prescribed, are obtained from the auditor. The certificate must also indicate whether the auditor satisfies the criteria provided in section 141.

The company confirms that it is not a Government company.

The company therefore asks you for the following, to reach it before 2 November 2026:

Your written consent to the appointment. A form of consent is enclosed.
A certificate under rule 4(1) of the Companies (Audit and Auditors) Rules, 2014, covering the four points the rule lists. The enclosed form carries them in the rule's words.
An indication in the certificate whether you satisfy the criteria provided in section 141 of the Companies Act, 2013.

If the appointment is made, the company will inform you of it in writing.

Yours sincerely,

Karan Deshpande

Director

for Larkspur Foods Private Limited

Enclosure: Consent and certificate of eligibility, for signature.

Consent and certificate of eligibility

To: The Board of Directors, Larkspur Foods Private Limited, Unit 4, Shivaji Industrial Estate, Pune, Maharashtra 411019.

CIN: U15490MH2026PTC123456

Auditor: Rao Menon and Associates, 302 Trade Centre, Baner Road, Pune, Maharashtra 411045.

Firm registration number: FRN 012345S

Consent

We give our written consent to our appointment as the first auditor of the company by the Board of Directors under section 139(6) of the Companies Act, 2013, before the appointment is made. The meeting for the appointment is fixed for 2 November 2026.

If appointed, the auditor holds office till the conclusion of the first annual general meeting of the company, as section 139(6) provides.

Certificate under rule 4(1) of the Companies (Audit and Auditors) Rules, 2014

We certify that:

(a) the firm named above is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder;
(b) the proposed appointment is as per the term provided under the Act;
(c) the proposed appointment is within the limits laid down by or under the authority of the Act;
(d) the list of proceedings against the auditor or audit firm or any partner of the audit firm pending with respect to professional matters of conduct, as disclosed in this certificate, is true and correct.

Proceedings pending with respect to professional matters of conduct, for item (d). The auditor completes this line and writes None if there are none: ______________________________

Criteria in section 141

Section 139(1) requires the certificate to indicate whether the auditor satisfies the criteria provided in section 141 of the Companies Act, 2013. The auditor strikes out the answer that does not apply. The auditor satisfies those criteria: Yes / No.

Anita Menon

Partner

for Rao Menon and Associates

Date:

Place:

Fill in your own

The appointment

Which appointment is this? *

Date of the meeting at which the auditor will be appointed *For a first auditor, the Board meeting. The auditor's consent and certificate must be in hand before this meeting.

The company

Name of the company *

CINLeave it empty if you do not have it to hand.

Registered office of the company *

The auditor

Is the auditor an individual or a firm? *

Name of the chartered accountant, or of the firm *

ICAI membership number (individual) or firm registration number (firm) *

Address of the auditor *

The letter and who signs it

Date on the request letter *Today, or any day in the next seven days.

Name of the director or officer who signs for the company *

Role of that person *For example, Director.

We keep your answers and number so we can help if you ask. Ask us at any time and we delete them.

BuildWright does documentation, filing and compliance facilitation. This tool works from the rules cited on this page and does not give legal advice. We prepare the documents from your answers; you check, sign and send or file them.

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Common questions

Who signs the certificate?

The auditor does. Rule 4(1) says the auditor appointed shall submit the certificate. The company sends the request and the form, the auditor completes the pending-proceedings line, answers the section 141 question and signs.

When must the consent and certificate be obtained?

Before the appointment is made. The first proviso to section 139(1) says the written consent and the certificate are to be obtained from the auditor before the appointment. The form asks for the meeting date and sets the letter before it.

How long does a new company have to appoint its first auditor?

Section 139(6) says the first auditor of a company, other than a Government company, shall be appointed by the Board of Directors within thirty days from the date of registration of the company. If the Board fails, the members appoint the first auditor at an extraordinary general meeting within ninety days. The first auditor holds office till the conclusion of the first annual general meeting.

Does the company report the appointment to the Registrar?

For an appointment at a meeting under section 139(1), the company must inform the auditor of the appointment and file a notice of it with the Registrar within fifteen days of the meeting in which the auditor is appointed. Rule 4(2) prescribes Form ADT-1 for that notice. The letter above is not that form. We can prepare the filing for you.

Source: Companies Act, 2013, section 139(1) provisos (written consent and certificate before appointment, section 141 indication, notice to the Registrar within fifteen days of the meeting) and section 139(6) (first auditor appointed by the Board within thirty days from registration). Read 24 October 2026. Notified date of the section 01/04/2014. Read in the MCA e-book (document 27979), consolidated text with amendment notes; the original gazette was not opened.
Source: Companies (Audit and Auditors) Rules, 2014, rule 4(1)(a) to (d) (what the auditor's certificate covers) and rule 4(2) (notice to the Registrar in Form ADT-1). Read 24 October 2026. Read in the MCA e-book (document 31479), consolidated text; no commencement date was recorded in the verify note. Form ADT-1 was substituted by the Companies (Audit and Auditors) Amendment Rules, 2018. The original gazette was not opened.

Work out the figures firstUse the Company Compliance Check. It is free and nothing you enter is stored.The next step, handled for youFile Your ADT-1 (Auditor Appointment): we prepare the papers and take you through sending them.