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Change of Auditor in India: 3 Routes Under Section 140

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

Route 1 - Mandatory Rotation: At completion of 5-year term (or 10-year for firms) at AGM. Special Notice required. ADT-1 filed within 15 days of new appointment.

Route 2 - Auditor Resignation: ADT-3 by auditor within 30 days of resignation. Company fills casual vacancy via Board within 30 days. Shareholder approval within 3 months.

Route 3 - Removal Before Term: ADT-2 to Central Government (Regional Director) within 30 days of Board resolution. Special Resolution at EGM within 60 days of CG approval.

New Appointment in All Routes: ADT-1 filed within 15 days of new auditor appointment. Consent letter and Section 141 eligibility certificate obtained.

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Our auditor resigned mid-year and we had no idea about ADT-3. Patron stepped in, coordinated with the outgoing CA, and had the new auditor with ADT-1 filed within 15 days.
RK
CFO
Manufacturing, Mumbai
★★★★★
2 months ago
Mid-term removal required CG approval via ADT-2. Patron drafted the application, followed up with Regional Director for 45 days, and managed the entire EGM. Seamless.
AK
Director
IT Company, Pune
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3 months ago
Mandatory rotation for our listed company. Patron managed Special Notice, AGM resolution, cooling-off compliance, and ADT-1 for the new auditor. Zero procedural issues.
PD
CS
Listed Company, Delhi
★★★★★
1 month ago
Confusion between rotation and removal cost us time. Patron's route analysis clarified that our auditor's term had ended - no CG approval needed. Saved 60+ days.
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Finance Head
Pvt Ltd, Bangalore
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4 months ago
Emergency casual vacancy - Board needed to fill within 30 days. Patron had the new auditor appointed, consent obtained, and ADT-1 filed in 8 working days.
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Trading Co, Pune
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2 months ago

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Change of Auditor in India - Complete Guide 2026

📌 TL;DR - Change of Auditor Services at a Glance

Changing a statutory auditor involves 3 distinct legal routes: mandatory rotation at term-end (Section 139(2)), voluntary resignation by the auditor (Section 140(2)), or mid-term removal by the company (Section 140(1)). Each route has its own forms, timelines, and government approvals. Getting it wrong exposes your company to penalties of INR 25,000 to INR 5,00,000 under Section 147. Patron Accounting starting at INR 1,999 (Exl GST and Govt. Charges).

Changing a company's statutory auditor is one of the most process-intensive secretarial compliances under the Companies Act, 2013. Each of the 3 routes carries its own forms, timelines, and government approvals.

ParameterKey Fact
Governing LawSections 139, 140, 141 and 147 - Companies Act, 2013
Applicable ToAll companies - Private, Public, OPC, Listed, Government
3 Routes1. Mandatory Rotation (Sec 139(2)) | 2. Resignation (Sec 140(2)) | 3. Removal (Sec 140(1))
Key FormsADT-1 (new appointment) | ADT-2 (removal application) | ADT-3 (resignation by auditor)
Filing DeadlinesADT-2: 30 days of Board resolution | ADT-3: 30 days of resignation | ADT-1: 15 days of new appointment
Penalty - CompanyINR 25,000 to INR 5,00,000 under Section 147(1)
Penalty - ADT-3 Non-FilingINR 50,000 or remuneration (whichever less) + INR 500/day up to INR 5,00,000
AuthorityMCA / ROC for filings; Central Government (Regional Director) for mid-term removal

Auditor badalna kaise karen? Companies Act 2013 ke Section 140 ke anusaar, teen tarike hain: rotation (term khatam hone par), resignation (auditor khud resign kare), ya removal (company hataaye). Patron Accounting teenon routes manage karta hai - ADT-2, ADT-3 coordination, Special Resolution, aur ADT-1 filing sab included hai.

Content is reviewed quarterly for accuracy.

What is Change of Auditor?

Change of Auditor is the formal legal process by which a company replaces its existing statutory auditor with a new Chartered Accountant or CA firm, as governed by Sections 139 and 140 of the Companies Act, 2013. It covers three legally distinct scenarios: scheduled rotation at term-end, voluntary resignation by the sitting auditor, and mid-term removal initiated by the company.

Unlike a simple appointment of auditor, a change requires navigating between distinct legal routes with their own forms, timelines, and government approvals. The MCA Amendment Rules 2025 (w.e.f. July 14, 2025) have further strengthened ADT-1, ADT-2, ADT-3, and ADT-4 form requirements.

Key Terms for Change of Auditor:

Mandatory Rotation: Compulsory replacement after maximum permitted terms - 5 years for individual CA, 10 years for CA firms (Section 139(2)). 5-year cooling-off applies.

Casual Vacancy: Mid-term vacancy due to resignation, disqualification, death, or removal (Section 139(8)). Board must fill within 30 days.

Special Notice: 14-day advance notice at AGM when a person other than the retiring auditor is proposed (Section 140(4)).

Form ADT-2: Application to Central Government (Regional Director) for approval to remove auditor before term (Section 140(1)).

Form ADT-3: Statement filed by resigning auditor with ROC within 30 days stating reasons for resignation (Section 140(2)).

Cooling-Off Period: 5 years after completing maximum term during which the rotated auditor cannot be reappointed to the same company.

SECTION 140 - 3 ROUTES ROTATION S.139(2) RESIGN S.140(2) REMOVE S.140(1) ADT-1 + ADT-2 + ADT-3 NEW AUDITOR APPOINTED Zero-Default Compliance
Section 140 3 Change Routes

Who Needs to Change Their Auditor?

Mandatory rotation under Section 139(2) applies specifically to:

  • Listed Companies - companies listed on any recognised stock exchange
  • Unlisted public companies with paid-up share capital of INR 10 crore or more
  • Private limited companies with paid-up share capital of INR 20 crore or more
  • Companies with public borrowings from financial institutions, banks, or public deposits of INR 50 crore or more

NOT applicable to: One Person Companies (OPC), Small Companies, and private limited companies below the above thresholds.

All companies (including those exempt from mandatory rotation) can change their auditor via resignation or removal at any point during the auditor's term.

Patron Accounting Deliverables for Change of Auditor

ServiceWhat We Do
Route Analysis and SelectionDetermining the correct change route for your situation - rotation, resignation, or removal
Special Notice and Board Resolution DraftingSection 140(4) Special Notice, Board resolution, and EGM notice preparation
ADT-2 Filing and CG Follow-UpPreparing and filing Form ADT-2 with Regional Director within 30-day deadline; approval tracking
ADT-3 Coordination with Outgoing AuditorEnsuring timely ADT-3 filing by resigning auditor and follow-up for compliance
Special Resolution and MGT-14 FilingEGM management, Special Resolution facilitation, and MGT-14 filing within 30 days
New Auditor Onboarding and ADT-1 FilingConsent letter, Section 141 eligibility certificate, and ADT-1 filing within 15 days
Our Process

Step-by-Step: Mid-Term Removal of Auditor (Route C - Section 140(1))

The most complex route requires 9 steps including Central Government approval. Patron Accounting manages the entire process end-to-end.

Step 1

Board Resolution for Removal

Hold a Board Meeting and pass a Board resolution proposing the removal. The auditor must be given a reasonable opportunity to be heard before the Board passes the resolution [Section 140(1) proviso].

Board resolution passed Auditor heard
BOARD
Resolution01
Step 2

File Form ADT-2 with Regional Director

Within 30 days of the Board resolution, file Form ADT-2 on the MCA portal seeking prior approval from the Central Government (Regional Director) [Rule 7, Companies (Audit and Auditors) Rules 2014].

ADT-2 filed within 30 days CG application submitted
FORM ADT-2REGIONAL DIRECTOR
ADT-2 Filed02
Step 3

Central Government Review

The Regional Director reviews the application. Typically takes 30-60 days. The RD may seek additional documents or clarifications.

RD reviews application 30-60 days typical
Under Review03
Step 4

Receipt of CG Approval

On receipt of approval from the Central Government, the company proceeds to call a General Meeting.

CG approval received Proceed to EGM
CG APPROVEDCall EGM Next
Approved04
Step 5

Convene EGM within 60 Days

Hold an EGM or AGM within 60 days of receipt of Central Government approval [Section 140(1)].

EGM convened Within 60-day window
EGM / AGM60 DAYS
EGM Called05
Step 6

Pass Special Resolution

At the EGM/AGM, pass a Special Resolution (three-fourths majority) to remove the auditor.

Special Resolution passed 75% majority achieved
SPECIAL RES.PASSED 75%
Resolved06
Step 7

File Form MGT-14

File Form MGT-14 (Resolution and Agreement) with ROC within 30 days of passing the Special Resolution [Section 117(3)(a)].

MGT-14 filed Within 30 days
MGT-14
MGT-14 Done07
Step 8

Appoint New Auditor

At the same or subsequent meeting, appoint a new auditor by passing an Ordinary Resolution. Obtain consent letter and Section 141 eligibility certificate.

New auditor appointed Consent obtained
NEW AUDITORS.141 Eligible
Appointed08
Step 9

File Form ADT-1

File Form ADT-1 with ROC within 15 days of the new auditor's appointment [Section 139(1)]. MCA V3 portal validates SRN cross-references.

ADT-1 filed within 15 days MCA records updated
ADT-1 FILED
Complete09

Documents Checklist for Change of Auditor

Common to All Routes:

  • Board Resolution (accepting change / appointing new auditor)
  • Consent letter from new auditor (Rule 4(1), Companies (Audit and Auditors) Rules 2014)
  • Eligibility Certificate from new auditor under Section 141
  • Form ADT-1 (new appointment intimation to ROC)
  • DSC of authorised Director for MCA portal filing

Additional for Rotation / Non-Reappointment:

  • Special Notice copy (minimum 14 days before AGM)
  • Copy of Special Notice sent to retiring auditor
  • AGM resolution copy

Additional for Resignation:

  • Resignation letter from auditor
  • Form ADT-3 (filed by auditor - company ensures compliance)
  • Board resolution accepting resignation

Additional for Mid-Term Removal:

  • Form ADT-2 (application to Regional Director)
  • Grounds for removal and supporting documents
  • CG approval order copy
  • Special Resolution copy + Form MGT-14

Common Challenges in Auditor Change and How We Solve Them

ChallengeImpactHow Patron Accounting Solves It
Missed 30-Day ADT-2 DeadlineEntire removal process must restartWe initiate ADT-2 filing immediately after Board resolution. CS team monitors the 30-day clock from Day 1.
Auditor Refuses to File ADT-3New appointment process delayedWe follow up directly with outgoing auditor. If needed, advise on escalation to ICAI for disciplinary action.
Shareholders Contest the RemovalSpecial Resolution requires 75% majorityWe ensure Special Notice procedure under Section 140(4) is properly followed and auditor's representation is circulated.
Confusion: Rotation vs Removal RouteWrong forms filed, penalties triggeredClear facts-based route analysis is our first deliverable. Key question: Has the auditor's term ended or not?

Professional Fees for Change of Auditor

Fee ComponentAmount
Patron Accounting Professional Fees - Mandatory Rotation at AGM (Special Notice + ADT-1)Starting from INR 1,999 (Exl GST and Govt. Charges)
Resignation Route (ADT-3 coordination + ADT-1 for new auditor)Starting at INR 4,999
Mid-Term Removal (ADT-2 + CG approval + Special Resolution + MGT-14 + ADT-1)Starting at INR 7,999
Emergency Casual Vacancy Filling (within 30-day deadline)Starting at INR 5,999
Comprehensive Rotation Compliance (Listed/Specified Companies)Starting at INR 9,999
Government/ROC Filing Fees (ADT-1, ADT-2, MGT-14)At actuals - MCA fee based on authorised capital

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Change of Auditor consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Timeline for Change of Auditor

StageEstimated Timeline
Route A - Rotation: Special Notice before AGMMinimum 14 days before AGM date
Route A - ADT-1 after AGMWithin 15 days of AGM
Route B - Board accepts resignationWithin 7-10 working days of resignation letter
Route B - Auditor files ADT-3Within 30 days of resignation (auditor's obligation)
Route B - Board fills casual vacancyWithin 30 days of vacancy [Section 139(8)]
Route C - ADT-2 filed with Regional DirectorWithin 30 days of Board resolution for removal
Route C - Regional Director approvalTypically 30 to 60 days from ADT-2 receipt
Route C - EGM for Special ResolutionWithin 60 days of CG approval

Patron Turnaround: Rotation route: 5-7 working days from document receipt. Mid-term removal via CG: 45-90 working days (includes CG approval time). We prepare ADT-1 for the incoming auditor simultaneously with the change process.

Key Benefits

Why Professional Assistance for Auditor Change

Correct Route Identification

Avoids wrong form filings and regulatory confusion. Key question: Has the auditor's term ended? If yes, rotation (no CG approval). If no, removal (CG approval needed).

ADT-2 Drafting and CG Follow-Up

Professional drafting for Regional Director approval. Includes grounds documentation, hearing evidence, and follow-up tracking for 30-60 day approval timeline.

ADT-3 Coordination

ADT-3 is the auditor's obligation but non-filing creates a compliance gap for your company. We coordinate directly with the outgoing auditor to prevent delays.

Special Notice Compliance

Section 140(4) procedure managed correctly with no shareholder challenge risk. Auditor's representation circulated as required.

Penalty Prevention

Company faces minimum INR 25,000 under Section 147. Directors face personal liability. Timely ADT-2, MGT-14, and ADT-1 filing prevents all penalties.

Pan-India Coverage

Offices in Mumbai, Delhi, Pune, Bangalore. 150+ auditor change assignments handled annually across all 3 routes.

150+ Auditor Change Assignments Annually - Zero-Penalty Record

Patron Accounting LLP | 4.9/5 Rating | 350+ Reviews | 150+ Auditor Changes/Year | 100% On-Time Filing | Mumbai, Delhi, Pune, Bangalore

"Our auditor resigned mid-year and we had no idea about the ADT-3 obligation. Patron stepped in, coordinated with the outgoing CA, and had the new auditor in place with ADT-1 filed within 15 days. Outstanding support." - CFO, Mumbai-based Manufacturing Company

DIY vs Professional Auditor Change

ParameterDIY FilingPatron Accounting
Route IdentificationRisk of wrong route and wrong formsSystematic route analysis as first step
ADT-2 (Removal)Complex Regional Director format requirementsExpert drafting + CG follow-up included
ADT-3 CoordinationEntirely auditor's obligation - company has no controlWe follow up with outgoing auditor directly
Special ResolutionEasy to miss 60-day EGM window after CG approvalDeadline monitoring from CG approval day
Penalty ExposureHigh - INR 25,000+ company fine + ADT-3 penaltyNear-zero - all deadlines monitored and met
New Auditor OnboardingCompany must independently source and verifyWe handle consent, certificate, and ADT-1

Related Compliance Services

Legal Framework for Change of Auditor in India

Legal ProvisionDetails
Section 139(2) - Mandatory RotationListed + specified companies must rotate individual CA after 1 term (5 yrs); CA firm after 2 terms (10 yrs). Cooling-off 5 years. Source: ca2013.com
Section 139(8) - Casual VacancyBoard fills within 30 days. If due to resignation, shareholder approval at GM within 3 months.
Section 140(1) - Removal Before TermSpecial Resolution + prior CG (Regional Director) approval via ADT-2 within 30 days. EGM within 60 days of CG approval. Source: ca2013.com
Section 140(2) - ResignationAuditor files ADT-3 with ROC within 30 days stating reasons.
Section 140(3) - ADT-3 PenaltyINR 50,000 or remuneration (whichever less) + INR 500/day up to INR 5,00,000.
Section 147(1) - Company PenaltyContravention of Sections 139-146: Company fine INR 25,000 to INR 5,00,000; Officer: imprisonment up to 1 year + fine.
MCA Amendment Rules 2025Forms ADT-1, ADT-2, ADT-3, ADT-4 all amended w.e.f. July 14, 2025. ADT-1 mandatory for first auditor.

Frequently Asked Questions - Change of Auditor in India

Get answers to common questions about changing your statutory auditor, ADT-2 and ADT-3 forms, rotation rules, and penalties.

Quick Answers

ADT-2 deadline: Within 30 days of Board resolution for auditor removal - Section 140(1).

ADT-3 deadline: Within 30 days of resignation date - obligation of auditor under Section 140(2).

EGM for Special Resolution after CG approval: Within 60 days of Regional Director approval - Section 140(1).

Cooling-off period: 5 years from completion of maximum term before re-appointment - Rule 5, Companies (Audit and Auditors) Rules 2014.

Casual vacancy deadline: Board fills within 30 days; shareholder ratification at GM within 3 months if vacancy due to resignation - Section 139(8).

Multiple Parallel Deadlines - Don't Miss Any

Auditor changes carry multiple parallel deadlines that are easy to miss. One missed deadline can derail the entire process.

  • ADT-2: Within 30 days of Board resolution - not 30 days of the decision, but from the actual Board meeting date
  • ADT-3: Auditor's obligation - but non-filing creates a compliance gap for the company's annual filings
  • EGM after CG approval: Within 60 days - missing this means the entire removal process may need to restart
  • Section 147 penalty: Minimum INR 25,000 for company + personal liability for every director

Change Your Auditor with Zero Compliance Gaps - Starting at INR 1,999

Changing a statutory auditor in India is a process-intensive compliance that must be handled precisely. The Companies Act, 2013 provides three routes - mandatory rotation, resignation, and mid-term removal - each with its own forms, timelines, resolutions, and government approvals.

A wrong route, a missed deadline, or a missing form can expose the company to penalties starting at INR 25,000 and personal liability for every director. Patron Accounting's CS team manages all three routes end-to-end.

Starting at INR 1,999 (Exl GST and Govt. Charges) | 150+ Auditor Changes/Year | Zero-Penalty Record | All 3 Routes

Book a Free Consultation - No Obligation.

Change of Auditor Services - Available in Your City

Patron Accounting provides expert company secretarial services for auditor change across major cities in India.

Content Created: March 2026  |  Last Updated:  |  Next Review: September 2026  |  Reviewed By: CA & CS Team, Patron Accounting LLP

This page covers Change of Auditor in India under Sections 139 and 140, Companies Act 2013. Content reviewed every 6 months. MCA Amendment Rules 2025 (w.e.f. July 14, 2025) amendments reflected.

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