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{“@context”:”https://schema.org”,”@type”:”FAQPage”,”mainEntity”:[{“@type”:”Question”,”name”:”Is a statutory audit mandatory for all companies in India?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Yes. Under Section 139 of the Companies Act 2013, every company registered in India — regardless of size, turnover, or profit — must have its accounts audited by a Chartered Accountant (CA) every financial year. Even companies with zero turnover and no activity must file audited financial statements. There is no threshold below which a company is exempt from statutory audit. (Note: OPCs and small companies have simplified filing forms but still require a full audit.)”}},{“@type”:”Question”,”name”:”When must a company appoint its first auditor?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Under Section 139(6), the Board of Directors must appoint the first auditor within 30 days from the date of registration (incorporation) of the company. If the Board fails to do so within 30 days, the members (shareholders) must appoint the first auditor within 90 days at an Extraordinary General Meeting (EGM). The first auditor holds office until the conclusion of the first Annual General Meeting (AGM).”}},{“@type”:”Question”,”name”:”What is the auditor rotation requirement under Section 139(2)?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Section 139(2) mandates rotation of auditors for listed companies and all ‘specified classes’ of companies: (1) Individual auditors must be rotated after 5 consecutive years; (2) Audit firms must be rotated after 10 consecutive years. This applies to: listed companies, unlisted public companies with paid-up capital ≥ ₹10 crore, private companies with paid-up capital ≥ ₹50 crore, and certain other specified categories. OPCs and small companies are exempt from mandatory auditor rotation.”}},{“@type”:”Question”,”name”:”What are the disqualification criteria for company auditors under Section 141?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Section 141(3) lists the following as disqualified from being a company auditor: (a) body corporate (only individual CAs and CA firms can audit); (b) an officer or employee of the company; (c) a person who is a partner or employee of an officer or employee of the company; (d) a person who has a business relationship or financial interest in the company; (e) a person who is a director or KMP of the company; (f) a person whose relative holds a security worth more than ₹1 lakh in the company; and (g) a person who is indebted to the company for more than ₹5 lakh.”}},{“@type”:”Question”,”name”:”What is CARO 2020 and which companies does it apply to?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”The Companies (Auditor’s Report) Order 2020 (CARO 2020) is an order issued by the Central Government under Section 143(11) requiring auditors of specified companies to include specific additional reporting paragraphs in their audit reports. CARO 2020 applies to all companies except: banking companies, insurance companies, Section 8 companies, OPCs, small companies, and private companies with paid-up capital ≤ ₹1 crore and turnover ≤ ₹10 crore and total outstanding loans from banks/financial institutions ≤ ₹1 crore. For companies to which it applies, CARO 2020 requires 21 specific reporting areas including inventory verification, loans given, related party transactions, fraud, and more.”}}}]}
{“@context”:”https://schema.org”,”@type”:”HowTo”,”name”:”How to Appoint a Statutory Auditor for a Private Limited Company”,”step”:[{“@type”:”HowToStep”,”position”:1,”name”:”Board appoints first auditor within 30 days”,”text”:”Pass a Board Resolution within 30 days of incorporation appointing a practicing Chartered Accountant or CA firm as the first statutory auditor. Confirm the CA’s consent and eligibility under Section 141.”},{“@type”:”HowToStep”,”position”:2,”name”:”File Form ADT-1 with the ROC”,”text”:”File Form ADT-1 on the MCA portal within 15 days of the Board’s appointment of the first auditor (or within 15 days of AGM for subsequent appointments). Attach the auditor’s consent letter.”},{“@type”:”HowToStep”,”position”:3,”name”:”Ratify at each AGM (for subsequent auditors)”,”text”:”For subsequent auditors (appointed at the first AGM for a 5-year term), the appointment is ratified at each subsequent AGM unless the company is exempted from such ratification.”},{“@type”:”HowToStep”,”position”:4,”name”:”Apply rotation rules if applicable”,”text”:”For companies subject to Section 139(2), ensure auditor rotation after 5 years (individual) or 10 years (firm). Start the process of identifying the new auditor 6–12 months before the rotation deadline.”},{“@type”:”HowToStep”,”position”:5,”name”:”Communicate resignation or removal”,”text”:”If the auditor resigns, they must file Form ADT-3 with the ROC within 30 days of resignation. If removed, members must pass an ordinary resolution at a general meeting after obtaining Central Government approval.”}]}
Company Audit Requirements in India: Statutory Audit Rules, Rotation and CARO 2020
Every company in India — from a dormant shelf company to a large conglomerate — is legally required to have its annual financial accounts audited by a Chartered Accountant. The Companies Act 2013 (Sections 139–147) sets out a comprehensive framework governing who can be an auditor, how they are appointed, how long they can serve, and what additional reporting is required. For company directors, understanding these requirements is essential to avoid the cascading penalties that arise from non-compliance with audit obligations.
Key Takeaways
- All companies — including dormant ones — must have accounts audited annually. There is no size exemption.
- First auditor must be appointed within 30 days of incorporation by the Board of Directors.
- Subsequent auditors are appointed for a 5-year term at the first AGM.
- Rotation mandatory for listed/specified companies: individuals after 5 years, firms after 10 years (Section 139(2)).
- CARO 2020 adds 21 reporting obligations for auditors of specified companies — not applicable to OPCs and small companies below thresholds.
In This Article
- Is a statutory audit mandatory for all companies in India?
- When must a company appoint its first auditor and for how long?
- What is the auditor rotation requirement under Section 139(2)?
- What are the auditor disqualification criteria under Section 141?
- What is CARO 2020 and which companies does it apply to?
- What are the penalties for audit non-compliance?
- How can Tradeviser help with your company’s audit compliance?
Is a statutory audit mandatory for all companies in India?
Yes — without exception. Section 139(1) of the Companies Act 2013 mandates that every company shall, at each Annual General Meeting, appoint a Chartered Accountant as its statutory auditor. The statutory audit covers all financial statements (balance sheet, P&L, cash flow statement) for the financial year ending 31 March.
- No turnover or size threshold exempts a company from statutory audit
- Even a company with zero turnover must file audited financial statements
- OPCs and small companies have simplified annual return forms (MGT-7A) but still require a full audit of financial statements
- Dormant companies (Section 455) must file a declaration of dormancy and still need an auditor appointed
When must a company appoint its first auditor and for how long?
| Appointment | Who appoints | Deadline | Term |
|---|---|---|---|
| First auditor | Board of Directors | Within 30 days of incorporation | Until conclusion of first AGM |
| If Board fails to appoint | Members at EGM | Within 90 days of Board’s failure | Until conclusion of first AGM |
| Subsequent auditor | Members at first AGM | At first AGM | 5 years (until conclusion of 6th AGM from appointment) |
After appointment, the company must file Form ADT-1 with the ROC within 15 days. Failure to file ADT-1 attracts a penalty of ₹300 per day.
What is the auditor rotation requirement under Section 139(2)?
| Category | Rotation period | Cool-off period after rotation |
|---|---|---|
| Individual auditor (CA) | After 5 consecutive years of tenure | 5 years before re-appointment |
| Audit firm | After 10 consecutive years of tenure | 5 years before re-appointment |
Companies subject to mandatory rotation: all listed companies; unlisted public companies with paid-up capital ≥ ₹10 crore; private companies with paid-up capital ≥ ₹50 crore; companies with public borrowings from banks/FIs ≥ ₹50 crore.
Companies exempt from mandatory rotation: OPCs, small companies (Section 2(85)), and private companies not falling within the above thresholds.
What are the auditor disqualification criteria under Section 141?
- Body corporate (companies, LLPs cannot audit) — only individual CAs and CA firms
- An officer or employee of the company being audited
- A person who is a partner or in employment of an officer or employee of the company
- A person having a business relationship with the company (other than professional relationships)
- A relative of a director or KMP of the company whose security holdings exceed ₹1 lakh face value
- A person who holds any security or interest in the company or its subsidiary/associate/holding company — except as professional charges below ₹5 lakh
What is CARO 2020 and which companies does it apply to?
The Companies (Auditor’s Report) Order 2020 (CARO 2020) requires auditors to include specific reporting paragraphs covering 21 areas in their audit report. CARO 2020 applies to all companies except:
- Banking companies, insurance companies
- Section 8 non-profit companies
- One Person Companies and small companies
- Private companies with paid-up capital ≤ ₹1 crore AND turnover ≤ ₹10 crore AND total outstanding loans from banks/FIs ≤ ₹1 crore
What are the penalties for audit non-compliance?
| Violation | Penalty (Company) | Penalty (Officer in default) |
|---|---|---|
| Failure to appoint auditor | Fine ₹25,000 to ₹5 lakh | Fine ₹10,000 to ₹1 lakh |
| ADT-1 not filed on time | ₹300 per day of default | ₹300 per day of default |
| Auditor wilful misstatement (Section 147) | N/A | Auditor: Fine ₹25,000 to ₹5 lakh or imprisonment up to 1 year |
How can Tradeviser help with your company’s audit compliance?
Tradeviser connects companies with qualified Chartered Accountants, ensures timely ADT-1 filings, manages auditor rotation tracking for applicable companies, and provides guidance on CARO 2020 applicability.
Ensure Complete Audit Compliance
Tradeviser manages statutory audit coordination, ADT-1 filings, auditor rotation schedules, and CARO 2020 compliance for Private Limited Companies, OPCs, and other corporate entities.
Frequently Asked Questions

CA Madhusmita Padal is a Practicing Chartered Accountant with firms based in Odisha and Chennai. She specializes in taxation, company law, and auditing. She is passionate about simplifying complex concepts and making knowledge accessible to all.