Form ADT-1 Online for Auditor Appointment

The appointment of the first auditor and filing Form ADT-1 are two separate steps. Under Section 139(6) of the Companies Act, 2013, the Board generally appoints the first auditor within 30 days of registration. If the Board fails to do so, the members appoint the auditor within the prescribed period. The company must obtain the auditor's consent and eligibility certificate before the appointment.

Form ADT-1 serves as an intimation to the ROC about the auditor's appointment. For first auditor appointments, the revised ADT-1 includes a specific filing category, while the detailed filing requirement should be considered separately based on the applicable MCA provisions.

Filing Form ADT-1 for the first auditor is not mandatory under the applicable provisions. However, the revised form includes a specific category for first auditor appointments, and filing it is preferred to formally intimate the ROC and keep the company's auditor records updated.

Once the first auditor's term ends at the conclusion of the first AGM, subsequent auditors are appointed by the company's shareholders at the AGM. The shareholders may appoint a new auditor or reappoint the existing auditor, subject to the applicable provisions of the Companies Act, 2013.

The key requirements for subsequent auditor appointments include the following:

• Appointment for a Five-Year Term: An auditor appointed at an AGM generally holds office from the conclusion of that meeting until the conclusion of the sixth AGM, subject to applicable provisions, including auditor rotation.
• Rotation of Auditors: Auditor rotation applies to certain classes of companies, including:
  • All listed companies.
  • Unlisted public companies with paid-up share capital of ₹10 crore or more.
  • Private companies with paid-up share capital of ₹50 crore or more.
  • Companies with public borrowings from financial institutions or public deposits of ₹50 crore or more.
• Tenure Limits and Cooling-Off Period: Companies subject to rotation requirements cannot appoint an individual auditor for more than one term of five consecutive years or an audit firm for more than two consecutive terms of five years each. A five-year cooling-off period applies before the same auditor can be reappointed. One Person Companies and small companies are exempt from these rotation requirements.
• Timeline for Filing: Where ADT-1 filing is applicable, the form is generally filed with the ROC within 15 days of the AGM at which the auditor is appointed or reappointed.

Filing Form ADT-1 helps a company meet its applicable ROC filing requirements and keep its auditor appointment details updated with the MCA. It also helps maintain accurate corporate records and avoid additional filing fees that may apply to delayed filings.

• Avoids Penalties: Timely filing is the simplest way to prevent heavy financial penalties.
• Official Intimation: It formally notifies the ROC about the auditor's appointment, including their identity and term.
• Ensures Legal Compliance: It keeps the company compliant, maintaining its active status and good legal standing.
• Promotes Transparency: It ensures the auditor's details are on public record, promoting accountability.
• Good Governance: The form strengthens corporate governance by ensuring the auditor appointment process is properly documented and transparent.

Form ADT-1 is filed by companies, other than Limited Liability Partnerships, to officially inform the MCA about the appointment of an auditor. The following categories of companies may need to file Form ADT-1:

• Private Limited Companies
• Public Limited Companies
• One Person Companies (OPCs)
• Small Companies
• Dormant Companies
• Listed and Unlisted Companies

Note: LLPs are governed by a separate law (LLP Act, 2008) and are not required to file Form ADT-1.

• Auditor Appointment or Reappointment at the AGM: The most common scenario for filing ADT-1 arises when shareholders, during their Annual General Meeting, approve the appointment of a new auditor or the re-appointment of an existing auditor.
• First Auditor Appointment: Form ADT-1 may also be filed to intimate the ROC about the appointment of the first auditor. Following the Companies (Audit and Auditors) Amendment Rules, 2025, the revised form includes the first auditor's appointment as a filing category.
• Filling of Casual Vacancies: When an auditor's position becomes vacant mid-term (e.g., due to resignation), and a new auditor is appointed, the company is required to file Form ADT-1 to inform the ROC.

To complete the ADT-1 filing, you will need the following key documents, attached to the e-form:

1. Consent Letter from the Auditor: A written letter issued by the auditor clearly stating their willingness to accept the role of statutory auditor for the company.
2. Eligibility Certificate under Section 141: The proposed auditor must provide a certificate confirming their eligibility as per Section 141 of the Companies Act, 2013. This certificate should declare that:

• • The auditor is not disqualified under the law,
  • The number of company audits does not exceed the statutory limit prescribed under Section 141(3)(g), and
  • There are no disciplinary or legal proceedings pending against them.

3. Certified Copy of the Board or AGM Resolution: A copy of the resolution passed in the Board meeting or Annual General Meeting (AGM), approving the appointment of the auditor. This document should be signed and certified by an authorized officer or director of the company.
4. Formal Appointment Letter (Optional but Recommended): A formal appointment letter is not mandatory for ADT-1 filing. However, it can document key terms of the auditor's engagement, such as the appointment period and remuneration.
5. Digital Signatures (Mandatory for Filing):

• • The e-form must be digitally signed by a Director or Manager of the company.
  • Additionally, the form must be certified by a practicing Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant (CMA) using their Digital Signature Certificate (DSC).

The ADT-1 filing procedure is conducted online through the MCA V3 portal:

1. Convene a Meeting: Hold a Board Meeting or AGM to pass the auditor appointment resolution.
2. Obtain Auditor Documents: Secure the signed consent letter and eligibility certificate from the auditor.
3. Download Form ADT-1: Access the latest version of the e-form from the MCA portal.
4. Fill the Form: Accurately enter all details, including the Company's Corporate Identification Number (CIN), auditor's details, and appointment tenure.
5. Attach Documents: Attach scanned copies of the required documents (Resolution, Consent, etc.)
6. Digital Signature & Certification: The form must be digitally signed by a Director and certified by a practicing professional (CA, CS, or CMA) where applicable.
7. File and Pay Fees: Upload the form to the MCA portal and pay the statutory fees for filing ADT-1.
8. Receive Acknowledgment: An SRN (Service Request Number) is generated upon successful submission, which serves as proof of filing.

For the full auditor-appointment process, eligibility, and rotation rules, see our detailed guide on Auditor Appointment.

The government filing fee for Form ADT-1 starts at ₹200 and can go up to ₹600, depending on the company's nominal share capital. The applicable government filing fee is based on the company's nominal share capital, as shown below:

If Form ADT-1 is filed after the prescribed due date, additional filing fees apply based on the period of delay. The additional fee can range from 2 times to 12 times the normal filing fee, depending on the delay period.

Form ADT-1 is generally filed within 15 days of the meeting in which the auditor's appointment is made or confirmed. The applicable due date depends on whether the appointment relates to the first auditor, a subsequent auditor, or another appointment covered by the form.

Due Date for Filing Form ADT-1

The deadline for filing Form ADT-1 depends on the type of auditor being appointed:

a) Appointment of First Auditor

• As per Section 139(6) of the Companies Act, 2013, the Board of Directors must appoint the first auditor within 30 days of the incorporation of the company.
• Filing Form ADT-1 for the first auditor is not mandatory. However, the revised form includes a specific category for this appointment, and filing it is preferred as an ROC intimation.

b) Appointment of Subsequent Auditor

• For auditors appointed or reappointed at the AGM, Form ADT-1 is generally filed as the prescribed ROC intimation.
• The form must be filed within 15 days from the date of the Annual General Meeting in which the auditor's appointment is confirmed.

Illustration: If the AGM is held on 25th September, the last date to file ADT-1 would be 10th October.

How Long Does Form ADT-1 Remain Relevant?

Form ADT-1 serves as an intimation to the ROC about the auditor's appointment. It remains relevant for the period covered by that appointment and until a subsequent appointment or change in the auditor's details is reported, as applicable.

a) First Auditor

The validity extends until the conclusion of the first Annual General Meeting.

b) Subsequent Auditor

As per Section 139(1) of the Companies Act, 2013, an auditor appointed at an AGM generally holds office until the conclusion of the sixth AGM (a five-year term). Section 139(2) separately prescribes auditor rotation for certain classes of companies. ADT-1 filed for such an appointment is valid for the entire approved term. There is no need to file Form ADT-1 every year during the auditor's term unless:

• There is a change in the auditor,
• The auditor resigns or is removed, or
• A new appointment is made after term completion.

Filing Form ADT-1 is a legal requirement under the Companies Act, 2013. If a company does not file it by the due date, it can face penalties and other issues that may affect its operations and reputation.

1. Statutory Violations

Not filing ADT-1 on time goes against the law (Section 139 of the Companies Act). This can lead to legal action under Section 147.

2. Fees for Late Filing

The penalty for late filing of ADT-1 is severe and escalates with the delay. The law prescribes a flat penalty on the company and its officers, and the MCA imposes additional late filing fees on the form itself. The additional fee structure is as follows:

Example: If a company with ₹10 lakh authorised capital delays the filing by 100 days, the base fee is ₹400. Since the delay is over 90 days but under 180, the payable fee becomes ₹400 × 10 = ₹4,000.

3. Statutory Penalty Under Section 147

Beyond the late filing fee above, non-compliance may attract consequences under Section 147 of the Companies Act, 2013. The applicable consequence depends on the nature of the default.

• The company can be fined between ₹25,000 and ₹5,00,000.
• Every officer in default can be fined between ₹10,000 and ₹1,00,000.

The late filing fee is an additional amount paid to the MCA based on the length of the delay, while a statutory penalty is a separate consequence for a specific legal default.

4. Non-Compliant Tag on MCA Portal

The company may be marked as "non-compliant" on the Ministry of Corporate Affairs (MCA) website. This status is visible to the public and can cause problems like:

• Difficulty getting bank loans or credit,
• Trouble bidding for government tenders,
• A bad impression during audits or investor checks.

5. Issues in Future Filings and Increased Scrutiny

If ADT-1 is not filed, the auditor's details may not be updated in MCA records. This can cause issues when filing other forms, such as financial statements or annual returns. Repeated delays or non-compliance may also result in ROC notices, inspections, or further scrutiny of the company's activities.

The legal framework for auditor appointments and the filing of Form ADT-1 is primarily governed by:

• Section 139 of the Companies Act, 2013: This section covers the rules for the appointment of the first auditor, subsequent auditors, auditor rotation, and the filling of casual vacancies.
• The Companies (Audit and Auditors) Rules, 2014: These rules prescribe the procedures for auditor appointments and the filing of Form ADT-1 as the applicable ROC intimation.
• The Companies (Audit and Auditors) Amendment Rules, 2025: Notified via G.S.R. 359(E) on May 30, 2025, and effective from July 14, 2025, this amendment substituted the ADT-1 form and, most notably, substituted the ADT-1 form and added a specific category for first auditor appointments.