Auditor Consent Letter & Eligibility Certificate Format 2026
To,
The Board of Directors
{{company_name}} (CIN: {{cin}})
{{registered_office}}
Subject: Consent and certificate of eligibility for appointment as Statutory Auditors of the company — Section 139(1) of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014
Dear Sirs / Madams,
We refer to your communication proposing our appointment as the Statutory Auditors of {{company_name}} ("the Company") at the meeting proposed to be held on {{meeting_date}}, to hold office for {{tenure}}.
PART A — CONSENT
We hereby give our written consent to the proposed appointment as Statutory Auditors of the Company for the tenure stated above, as required by the provisos to Section 139(1) of the Companies Act, 2013 ("the Act"). This consent is given before the appointment is made and may be attached by the Company to Form ADT-1.
PART B — CERTIFICATE UNDER SECTION 139(1) AND RULE 4(1)
We certify that the appointment, if made, will be in accordance with the conditions prescribed, and in particular that:
- (a) we are eligible for appointment and are 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; and
- (d) the list of proceedings against us, our firm or any partner of the firm pending with respect to professional matters of conduct, as disclosed in Part C of this certificate, is true and correct.
We further confirm that we satisfy the criteria provided in Section 141 of the Act, and specifically that:
- the firm is a firm / limited liability partnership of chartered accountants holding certificates of practice, and the partner(s) who will sign on its behalf are chartered accountants in practice [Section 141(1) and (2)];
- neither the firm nor any of its partners is an officer or employee of the Company, or a partner or employee of an officer or employee of the Company [Section 141(3)(b) and (c)];
- neither we, nor our relatives or partners, hold any security of or interest in the Company or its subsidiary, holding or associate company or a subsidiary of such holding company beyond what the Act and Rule 10 permit, are indebted to any of them in excess of ₹5,00,000, or have given a guarantee or provided security for the indebtedness of any third person to any of them in excess of ₹1,00,000 [Section 141(3)(d) read with Rule 10];
- we have no business relationship with the Company, its subsidiary, holding or associate company of the nature prescribed [Section 141(3)(e)], and no relative of ours is a director or in the employment of the Company as a director or key managerial personnel [Section 141(3)(f)];
- the signing partner is not in full-time employment elsewhere, and neither the signing partner nor the firm, on the date of this appointment, holds appointment as auditor of more companies than the ceiling in Section 141(3)(g) permits [see the note on how the ceiling is counted];
- no partner has been convicted by a court of an offence involving fraud within the preceding ten years [Section 141(3)(h)];
- we do not render, directly or indirectly, any of the services referred to in Section 144 to the Company or its holding or subsidiary company [Section 141(3)(i)]; and
- [where rotation applies] the appointment does not breach the term and cooling-off limits of Section 139(2); [for a listed entity] the firm holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. [Delete what does not apply.]
PART C — PENDING PROCEEDINGS ON PROFESSIONAL MATTERS OF CONDUCT [Rule 4(1)(d)]
| Sl. | Person against whom pending (firm / partner) | Authority / forum | Nature and stage of the proceeding |
|---|
| 1 | | ____________ | ____________ |
| 2 | ____________ [add rows, or strike through and write "NIL" if the first row says none] | ____________ | ____________ |
PART D — PARTICULARS FOR FORM ADT-1
| Particulars | Details |
|---|
| Name of the auditor / audit firm | {{firm_name}} |
| Category | Individual / Firm / LLP [retain one] |
| Firm Registration No. (firm) / Membership No. (individual) | |
| Income-tax PAN of the auditor / firm | ____________ |
| Address | {{firm_address}} |
| E-mail id | ____________ |
| Partner who will sign, and membership no. | {{engagement_partner}} — {{icai_membership_no}} |
| Period of account and number of financial years to which the appointment relates | {{tenure}} |
Should any of the above confirmations cease to be true during our tenure, we shall inform the Company forthwith.
Yours faithfully,
For {{firm_name}}
Chartered Accountants
Firm Registration No.:
_______________________________
{{engagement_partner}}
Partner / Proprietor
Membership No.: {{icai_membership_no}}
Place: __________________
Date: 1 October 2026
UDIN: ____________ [where generated]
NOTES FOR THE PRACTITIONER
- Timing: date this letter BEFORE the meeting that makes the appointment — the provisos to Section 139(1) require the consent and the certificate to be obtained before the appointment is made. A letter dated after the AGM is the most common defect picked up when ADT-1 is reviewed.
- Counting the Section 141(3)(g) ceiling: the limit is twenty companies per individual / per partner at the date of appointment. For the purpose of that count the exemption notification for private companies leaves out one person companies, dormant companies, small companies and private companies with paid-up share capital below ₹100 crore. The ICAI Council Guidelines impose their own ceiling on company audits per member, counted differently — check the current guideline before signing limb (c).
- Rule 4(1)(d) is a disclosure, not a bar: a pending disciplinary proceeding does not disqualify the firm, but an incomplete list makes the certificate untrue. List proceedings against the firm and every partner, not only the signing partner.
- ADT-1 is the Company's filing, due within 15 days of the meeting at which the appointment is made. It carries this letter, the resolution and (optionally) the Company's intimation letter as attachments.
- Before accepting, communicate in writing with the previous auditor as required by Clause (8) of Part I of the First Schedule to the Chartered Accountants Act, 1949, and issue the engagement letter under SA 210 after the appointment.
