Auditor Appointment (Form ADT-1)
Every company in India must have a statutory auditor. Each auditor appointment is reported to the Registrar of Companies in Form ADT-1 within 15 days. We handle the first auditor, the five-year AGM appointment, casual vacancies and rotation, and file on the MCA V3 portal.
What it is
A statutory auditor is the independent chartered accountant or CA firm that audits your company’s financial statements each year. Every company needs one. The board or the shareholders make the appointment, and the company reports it to the Registrar.
The rules sit in Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. The report to the Registrar of Companies (ROC) is Form ADT-1, filed by the company on the MCA V3 portal within 15 days of the meeting that appoints the auditor. Revised auditor forms, including ADT-1, apply from 14 July 2025 under G.S.R. 359(E).
In practice, most small private companies appoint their auditor once at the first AGM and do not think about it again for five years. That is exactly when ADT-1 gets forgotten, so we diarise the renewal for you.
Who it applies to
You have just incorporated
The board must appoint the first auditor within 30 days of incorporation under Section 139(6). This applies to every new private limited company, OPC and public company alike.
Your first AGM is due, or a term is ending
Shareholders appoint the auditor at the AGM for a term of five years, from that AGM to the end of the sixth AGM.
Your auditor has left mid-term
A resignation, death or disqualification creates a casual vacancy. The board fills it within 30 days under Section 139(8).
Why it matters
Keeps your audit report valid
Your AOC-4 needs audited financial statements. Without a validly appointed auditor, the audit report and the annual ROC filings that depend on it cannot be completed.
Shows banks the right auditor
Lenders check the auditor in your MCA master data. Without ADT-1, it shows the wrong auditor or none.
Keeps fines off the table
Breaking Sections 139 to 146 can attract a fine of ₹25,000 to ₹5 lakh on the company and ₹10,000 to ₹1 lakh on each officer in default, under Section 147(1).
Documents required
From the auditor
- Written consent to be appointed
- Certificate that the appointment meets the conditions of Section 141 and the Rules
- Firm registration number or membership number, PAN and email
From the company
- Certified copy of the board resolution or AGM resolution
- Letter informing the auditor of the appointment
- Valid digital signature certificate (DSC) of a director
In special cases
- Previous auditor’s resignation letter, for a casual vacancy
- Special notice from members, when someone other than the retiring auditor is proposed
- Shareholder approval within three months, if the vacancy arose by resignation
Four routes to appointing an auditor
| Situation | Who appoints | Deadline | Term |
|---|---|---|---|
| First auditor (Section 139(6)) | Board; if it fails, members at an EGM | Board: 30 days from registration. Members: within 90 days | Until the first AGM |
| AGM appointment (Section 139(1)) | Shareholders at the AGM | At the first AGM, then at the end of each term | Five years, to the end of the sixth AGM |
| Casual vacancy (Section 139(8)) | Board | 30 days; if caused by resignation, members approve within three months | Until the next AGM |
| Rotation (Section 139(2)) | Shareholders at the AGM | When the outgoing auditor’s maximum tenure ends | Five years |
Rotation applies to listed companies, unlisted public companies with paid-up capital of ₹10 crore or more, and private companies with paid-up capital of ₹50 crore or more or public borrowings of ₹50 crore or more. OPCs and small companies are outside it. An individual auditor can serve one term of five consecutive years; an audit firm can serve two such terms. After that, a five-year cooling-off period applies before the same auditor can return.
Here is the catch with casual vacancies. Picture a Faridabad auto-parts maker whose auditor resigns in November, halfway through the financial year. The board must appoint a new auditor within 30 days, shareholders must approve that choice within three months, and ADT-1 follows within 15 days. Miss a step and the year’s audit rests on a shaky appointment.
Since 7 May 2018, shareholders no longer have to ratify the auditor’s appointment at every AGM. One resolution covers the full five years.
How it works
Check the auditor’s eligibility
We confirm the proposed auditor is eligible under Section 141 and is not already doing work Section 144 bars, such as your book-keeping or internal audit.
Collect the consent and certificate
The auditor gives written consent and an eligibility certificate before the meeting. We draft both for the auditor’s signature.
Pass the board or AGM resolution
We draft the board resolution for a first auditor or casual vacancy, or the AGM notice and resolution for a five-year appointment, and the letter informing the auditor.
File ADT-1 on the MCA V3 portal
We attach the documents, get a director’s DSC on the form and pay the fee within 15 days of the meeting.
Diarise the end of the term
We note the AGM at which the term ends and, for companies covered by rotation, the date the auditor must change.
Timelines
Appoint the first auditor within 30 days
The board appoints the first auditor within 30 days of the date of registration. Incorporated on 10 April? The board should act by 10 May. If it does not, members must appoint one at an EGM within 90 days.
File ADT-1 within 15 days
Form ADT-1 is due within 15 days of the AGM or board meeting at which the auditor is appointed.
Fill a casual vacancy within 30 days
The board fills a casual vacancy within 30 days. If the vacancy came from a resignation, a general meeting must approve the appointment within three months.
What happens if you miss it
You pay 2× to 12× the fee
ADT-1 is an event-based form, so a late filing costs a multiple of the normal fee: 2× up to 30 days late, 4× for 31–60 days, 6× for 61–90 days, 10× for 91–180 days and 12× beyond 180 days.
The company and officers face fines
The company faces a fine of ₹25,000 to ₹5 lakh and every officer in default ₹10,000 to ₹1 lakh for contravening Sections 139 to 146.
Your annual filings get stuck
If the auditor was never validly appointed, the ROC, your bank and the tax department can question the audited accounts, and your AOC-4 gets held up.
Frequently asked questions
What is the time limit for filing Form ADT-1?
Form ADT-1 must be filed within 15 days of the meeting at which the auditor is appointed. For a five-year appointment, that is the AGM. For a first auditor or a casual vacancy, it is usually the board meeting. If you miss the 15 days, the form can still be filed with an additional fee of 2× to 12× the normal fee, depending on the delay. Filed on time, it costs only the normal fee.
Who appoints the first auditor of a new company?
The board of directors appoints the first auditor within 30 days of registration under Section 139(6). If the board fails to do so, it informs the members, who must appoint the auditor at an extraordinary general meeting within 90 days. The first auditor holds office until the end of the first AGM. The revised ADT-1 has a first-auditor option, and we file it so the MCA record is complete from day one.
How long is an auditor appointed for at the AGM?
Five years. Under Section 139(1), the auditor appointed at an AGM holds office from the end of that meeting until the end of the sixth AGM. Since 7 May 2018, shareholders no longer need to ratify the appointment at every AGM in between. One resolution, one ADT-1, and the next five years are covered.
Which companies must rotate their auditors?
Rotation under Section 139(2) applies to listed companies, unlisted public companies with paid-up capital of ₹10 crore or more, and private companies with paid-up capital or public borrowings of ₹50 crore or more. OPCs and small companies are exempt. An individual auditor can serve one five-year term and a firm two five-year terms, followed by a five-year cooling-off period.
How is a casual vacancy in the auditor’s office filled?
The board fills it within 30 days under Section 139(8). If the vacancy arose because the auditor resigned, the appointment must also be approved by members at a general meeting within three months of the board’s recommendation. The new auditor holds office until the next AGM, where a fresh five-year appointment can be made. ADT-1 is filed within 15 days of the appointment, so the record stays current throughout.
Can our accountant who keeps the books also be our statutory auditor?
No. Section 144 bars the statutory auditor from providing accounting and book-keeping, internal audit and several other services to the company, directly or indirectly. So the person who writes up your books cannot audit them. Many small companies keep one firm for book-keeping and appoint a different CA as auditor. With the roles split from the start, the appointment is clean and the audit report holds up.
Is a special notice needed to change the auditor at the AGM?
Yes, usually. Under Section 140(4), appointing someone other than the retiring auditor at an AGM needs a special notice from members. No special notice is needed where the retiring auditor has completed the full consecutive tenure allowed under Section 139. The retiring auditor may also send written representations to be circulated to members. We draft the special notice and the meeting papers so the change goes through in one AGM.
What is the government fee for ADT-1?
It depends on authorised capital, from ₹200 below ₹1 lakh up to ₹600 at ₹1 crore and above. The middle slabs are ₹300 for ₹1–5 lakh, ₹400 for ₹5–25 lakh and ₹500 for ₹25 lakh–₹1 crore. A late filing multiplies the normal fee by 2× to 12×. Filed within the 15 days, even the top slab stays at ₹600.
What if the AGM does not appoint any auditor?
Hold a meeting to make the appointment as soon as you notice. Every company must have an auditor under Section 139, and failing to comply can attract a fine of ₹25,000 to ₹5 lakh on the company under Section 147(1). If the AGM agenda missed the appointment, we help you hold the required meeting, pass the resolution and file ADT-1 within 15 days. Sort it out before the audit starts and nothing has to be redone.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
The government fee for ADT-1 depends on your authorised capital:
| Authorised capital | ADT-1 normal fee |
|---|---|
| Below ₹1 lakh | ₹200 |
| ₹1 lakh to below ₹5 lakh | ₹300 |
| ₹5 lakh to below ₹25 lakh | ₹400 |
| ₹25 lakh to below ₹1 crore | ₹500 |
| ₹1 crore and above | ₹600 |
Filed late, this fee is multiplied 2× to 12× depending on the delay.
Ready to begin?
Tell us whether this is a first auditor, an AGM appointment or a mid-term change, and we will have your ADT-1 filed inside the 15 days.