Form ADT-1 — auditor appointment, the 15-day post-AGM filing

What ADT-1 does

Section 139(1) of the Companies Act 2013 requires every company to appoint an individual / firm as auditor at the first AGM, who shall hold office until the conclusion of its sixth AGM. The appointment is communicated to the ROC via Form ADT-1, certified by a director / company secretary.

The form captures:

1. Date of AGM at which appointment was made.
2. Auditor / audit firm details — name, address, membership / firm registration number, PAN.
3. Period of appointment (typically 5 financial years, 1st AGM to 6th AGM).
4. Written consent of the auditor (Form ADT-1 attachment).
5. Auditor's certificate that the appointment is within the limits of Sec 141 (eligibility / disqualifications / 20-company audit limit).
6. Resolution of the AGM appointing the auditor.

The 15-day clock

Per Rule 4(2) of the Companies (Audit and Auditors) Rules 2014, ADT-1 must be filed within 15 days of the AGM. For a company with 28-September AGM, ADT-1 is due by 13-October.

First-time appointment vs reappointment

First AGM after incorporation

Section 139(6): the Board must appoint the first auditor within 30 days of registration. Failing this, the members appoint within 90 days at an Extra-Ordinary General Meeting. This first auditor holds office until the conclusion of the first AGM. No ADT-1 for the Board-appointed first auditor — but ADT-1 is needed for the appointment at the first AGM (which is typically a re-appointment).

Subsequent AGMs

If the auditor's 5-year term ends at the current AGM, the company:

• Re-appoints the same auditor (subject to rotation if applicable), OR
• Appoints a new auditor.

ADT-1 is filed in either case, since the appointment / re-appointment is "new" in legal sense.

Within-term annual ratification — abolished

Before the Companies (Amendment) Act 2017, members had to "ratify" the auditor's appointment at every intervening AGM. The proviso to Sec 139(1) requiring annual ratification was omitted by Companies (Amendment) Act 2017. Now the auditor sits for the full 5 years without annual ratification. ADT-1 only at appointment / re-appointment, not annually.

Rotation under Sec 139(2) — when does it apply

Section 139(2) read with Rule 5: mandatory rotation applies to:

• All listed companies.
• Public companies with paid-up capital ≥ ₹10 crore.
• Private companies with paid-up capital ≥ ₹50 crore.
• Companies (public or private) with public borrowings or public deposits ≥ ₹50 crore.

For these companies:

• An individual auditor cannot continue for more than one term of 5 consecutive years.
• An audit firm cannot continue for more than two terms of 5 consecutive years (i.e. 10 years max).
• 5-year cooling-off period after rotation before re-appointment.

Casual vacancy — ADT-1 within 30 days

If the auditor resigns, dies, or is otherwise disqualified mid-term, it's a "casual vacancy". The Board appoints a replacement within 30 days, members ratify in a general meeting within 3 months. ADT-1 is filed for the casual vacancy appointment within 15 days of the appointment.

Resigning auditor must also file Form ADT-3 with the ROC within 30 days of resignation, stating reasons.

Fee structure

Plus additional fees if filed beyond 15 days — multiplier of 2× / 4× / 6× / 10× / 12× of normal fee based on delay duration. ADT-1 is generally low-fee but the additional fees compound the cost of delay quickly.

Common defaults we see

1. Missing the 15-day window after AGM. Companies often focus on AOC-4 (30 days) and MGT-7 (60 days) and forget ADT-1 (15 days). Set as the first post-AGM filing.
2. Not getting auditor consent in writing. The auditor's written consent + Sec 141 eligibility certificate are mandatory attachments to ADT-1. A verbal agreement isn't acceptable.
3. Filing ADT-1 annually (legacy practice). Pre-2017 ratification practice. Now only at appointment / re-appointment — once every 5 years for most private companies.
4. Forgetting rotation timing. A private company crosses ₹50 Cr paid-up capital — rotation kicks in. Continuing the same auditor beyond 5 / 10 years is a Sec 139(2) violation.
5. Not filing ADT-3 on auditor resignation. Resigning auditor's compliance, but if they don't file, the company faces friction at the next ADT-1 because the system shows an open auditor record.
6. Appointing a relative of the company secretary / director as auditor. Sec 141(3) disqualifications include relatives / partners — verify before appointment.

20-company audit limit

Per Sec 141(3)(g): an individual auditor or a partner of an audit firm cannot be the auditor of more than 20 companies at the same time (excluding OPCs, dormant companies, small companies and private companies with paid-up capital < ₹100 crore — these are out of the count post amendments).

The auditor's Sec 141 certificate accompanying ADT-1 confirms this limit isn't exceeded. As a company, if the auditor's certificate omits this confirmation, the appointment is technically defective.

Step-by-step workflow

1. By 1-Sep (a month before AGM): Board meeting to recommend auditor appointment / re-appointment.
2. Obtain auditor's written consent + Sec 141 eligibility certificate.
3. Issue AGM notice (21 clear days) with auditor appointment as agenda item.
4. At AGM: pass resolution.
5. Within 15 days of AGM: file ADT-1 with consent + certificate + resolution copy.
6. Save SRN. Update statutory register (Form MBP-1 / register of contracts).
7. Pay 1st-year audit fees as per the AGM resolution.

Bottom line

ADT-1 is the lightest of the post-AGM filings — 15 days, ₹200-₹600 fee, single form. The compounding pain is when it's missed: auditor's status in MCA database stays "ratification pending" or "appointment unclear", which trips AOC-4 validation and bank documentation. File within 15 days as a discipline. Track rotation when your company crosses the Sec 139(2) thresholds. Get the auditor's Sec 141 certificate every appointment cycle, not just the first.

Related

• ADT-1 filing checklist
• AOC-4 + MGT-7 annual filing
• DIR-3 KYC every three years
• DPT-3 annual deposit return