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Reviewed by CA Divyanshu Sengar · Last reviewed 11 October 2026
Enter the company type, paid-up capital, borrowings, the auditor type and the years served to see whether mandatory rotation may apply and how many years remain before the tenure limit.
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Section 139 requires auditor rotation for specified classes of companies. Under the prescribed classification, a listed company and specified unlisted public, private or otherwise qualifying companies can be covered, depending on paid-up capital and certain borrowings/public deposits. This calculator asks for the classification and thresholds rather than claiming every small private company must rotate. The categories and effective rule notifications should be confirmed for the relevant appointment period.
A covered company is generally subject to a term of five consecutive years for an individual auditor or two terms of five consecutive years for an audit firm, followed by the statutory cooling-off requirements. The actual service history includes prior terms, relevant firm changes and possible network/partner restrictions. Years served is therefore only one input in a larger compliance decision.
A qualifying unlisted public company with ₹12 crore paid-up share capital may meet a rotation threshold. If the same audit firm has already served eight consecutive years, the basic ten-year firm tenure leaves roughly two years in a simple continuous-service illustration. That figure is not approval to reappoint: the Board must check appointment dates, transition provisions, firm constitution, independence, the applicable shareholders’ process and any special auditor disqualifications.
Eligibility includes independence, prohibited relationships, indebtedness, interests, services and multiple-audit limitations subject to applicable exemptions. Meeting a tenure threshold cannot establish independence. Maintain a signed eligibility certificate, a related-party and prohibited-services matrix, historical appointment register, resolution trail and fee and independence declarations before filing or reappointment.
A firm may change its name or partners without breaking the statutory continuity that matters for rotation. There are also restrictions affecting certain outgoing and incoming firms connected by common partners. The workbench asks for straightforward consecutive years only; legal and professional review must reconstruct historical appointments, service periods, audit-firm constitution and cooling-off. A nominal firm switch should not be treated as conclusive compliance evidence.
Prepare the appointment history, Audit Committee recommendation where applicable, Board and shareholder minutes, eligibility and consent certificate, any independence disclosures, the audit-fee approval and applicable Registrar filings. Review restrictions on indebtedness, business relationships, relatives, ownership interests, prohibited services and company audit limits. Even where the rotation category is not triggered, those Section 141 conditions may still disqualify a proposed auditor.
No. Only the listed and prescribed classes of companies, based on paid-up capital and borrowings. Check the current rules for exact thresholds.
No. Independence and disqualifications are tested under section 141 and need a separate assessment.
No. Coverage depends on the class/threshold and current statutory rules.
Cooling-off and connected-firm restrictions must be reviewed.
No; it is a preliminary tenure screen with an outstanding Section 141 checklist.
Rates and rules were checked against these sources on 11 October 2026. Notifications and standards change; confirm on the official site before you file, book or advise.
Educational working tool. Results follow the scope and assumptions above and the figures you enter; they are not tax, audit, legal or accounting advice. Tax and accounting treatment depends on facts and on the law or standard in force for the relevant period, so verify the official source or consult a professional before you rely on a result.
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