How to File ADT-1 for Auditor Appointment with ROC

Form ADT-1 is the statutory notice that every company registered under the Companies Act, 2013, must file with the Registrar of Companies (ROC) after appointing or reappointing a statutory auditor. The filing deadline is 15 days from the date of appointment, whether at an Annual General Meeting, through a board resolution for a first auditor, or to fill a casual vacancy. Missing this deadline triggers escalating penalties ranging from 2x to 12x the normal government fee. This guide covers every aspect of the ADT-1 filing process, from auditor eligibility checks and consent letters through the MCA V3 portal submission steps, fee tables, rotation rules, and special scenarios that companies encounter in practice.

What is Form ADT-1?

Form ADT-1 is the "Notice of Appointment of Auditor by the Company" prescribed under Section 139(1) of the Companies Act, 2013, read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The form serves as an official notification to the Registrar of Companies that the company has appointed a statutory auditor and provides complete details about the appointed auditor, the date and nature of appointment, and the term of engagement.

Every company must file ADT-1 each time it appoints a new auditor or reappoints the existing auditor at the AGM for a fresh term. The form captures critical information including the auditor's ICAI membership number, firm registration number (for audit firms), PAN, appointment date, AGM date, period of appointment, whether the appointment fills a casual vacancy, and whether auditor rotation provisions apply to the company.

The form must be filed electronically through the MCA V3 portal at mca.gov.in. It requires the digital signature of an authorized director and carries a government filing fee based on the company's authorized share capital. Unlike many MCA forms that require Registrar approval, ADT-1 is processed and approved automatically by the MCA system, with the auditor details reflected on the company's Master Data within 24 to 48 hours of submission.

Types of Auditor Appointments

The Companies Act, 2013, recognizes four distinct categories of auditor appointments. Each category has different appointing authorities, timelines, and procedural requirements. Understanding the correct category is essential because the ADT-1 form requires you to select the specific appointment type during filing.

Who Must File Form ADT-1?

Every company registered under the Companies Act, 2013, that appoints or reappoints a statutory auditor must file Form ADT-1 with the ROC. This obligation is not limited to specific company types or sizes. The responsibility to file lies with the company (through its authorized director), not with the auditor.

Companies Required to File ADT-1

• Private Limited Companies -- Every Pvt Ltd company appointing a statutory auditor, regardless of turnover or capital size
• Public Limited Companies -- Listed and unlisted public companies, including those subject to mandatory auditor rotation
• One Person Companies (OPC) -- Single-member companies appointing their statutory auditor
• Section 8 Companies -- Non-profit companies licensed under Section 8 that appoint an auditor
• Nidhi Companies -- Mutual benefit societies registered as Nidhi companies under Section 406
• Government Companies -- Companies where the central or state government holds majority shares (auditor appointed by CAG)
• Foreign Companies (with Indian subsidiary) -- Indian subsidiaries of foreign companies file ADT-1 for their statutory auditor

Auditor Eligibility Criteria Under Section 141

Before appointing an auditor and filing ADT-1, the company must verify that the proposed auditor meets all eligibility requirements under Section 141 of the Companies Act, 2013. Appointing an ineligible auditor renders the appointment void, and the company must restart the process with an eligible candidate.

Who Can Be Appointed as Auditor

• Chartered Accountant (individual) -- A member of the Institute of Chartered Accountants of India (ICAI) holding a valid Certificate of Practice (CoP)
• Chartered Accountant firm -- A firm registered with ICAI where the majority of partners are Chartered Accountants holding CoP
• LLP of Chartered Accountants -- An LLP registered with ICAI where the majority of partners are CAs with valid CoP

Disqualifications Under Section 141(3)

The following persons are disqualified from being appointed as auditor of a company:

• A body corporate (other than an LLP registered with ICAI)
• An officer or employee of the company
• A person who is a partner, or who is in the employment, of an officer or employee of the company
• A person who, or their relative or partner, holds any security or interest in the company (with exceptions for relatives holding face value up to ₹1 lakh)
• A person who is indebted to the company for an amount exceeding ₹5 lakh
• A person who has given any guarantee or security to the company for an amount exceeding ₹1 lakh
• A person who has a business relationship with the company (other than as auditor)
• A person whose relative is a director or is in the employment of the company as a director or Key Managerial Personnel (KMP)
• A person who holds more than 20 audit appointments at any point in time (for specified companies, this limit is 20 companies)

Auditor Rotation Rules Under Section 139(2)

Auditor rotation is one of the most significant governance provisions introduced by the Companies Act, 2013. It prevents auditor entrenchment and ensures fresh perspectives in financial auditing. Companies subject to rotation must track their auditor's tenure carefully and plan succession well before the maximum term expires.

Companies Subject to Mandatory Rotation

• All listed companies -- Listed on any recognized stock exchange in India
• Unlisted public companies with paid-up share capital of ₹10 crore or more
• Unlisted public companies with public borrowings from financial institutions, banks, or public deposits of ₹50 crore or more
• Private limited companies meeting the above thresholds (as prescribed under Rule 5 of Companies (Audit and Auditors) Rules, 2014)

Maximum Tenure and Cooling-Off Period

During the cooling-off period, the outgoing auditor (or any partner of the outgoing audit firm) cannot be appointed as auditor of the same company. The cooling-off applies to the individual auditor, every partner of the outgoing audit firm, and any firm in which the outgoing auditor is a partner. This ensures genuine rotation and prevents circumvention through firm restructuring.

Documents Required for ADT-1 Filing

Collecting the right documents before starting the ADT-1 filing process prevents rejections and delays. All documents must be prepared and signed before logging into the MCA portal. The following is a complete list of documents needed for filing.

Mandatory Documents (All Appointments)

1. Written consent letter from the auditor -- On the auditor's letterhead, confirming acceptance of appointment, compliance with Section 139, and eligibility under Section 141
2. Eligibility certificate under Section 141 -- A certificate from the auditor confirming they meet all eligibility criteria and are not disqualified
3. Board resolution -- Certified copy of the board resolution recommending the auditor (for first auditor, this is the appointing resolution)
4. AGM resolution -- Certified true copy of the ordinary resolution passed at AGM appointing the auditor (not required for first auditor)
5. Auditor's ICAI membership details -- Membership number (for individual) and firm registration number (for audit firm)
6. PAN of auditor -- PAN of individual CA or PAN of the audit firm
7. Director's DSC -- Valid Class 3 Digital Signature Certificate registered on MCA V3 portal

Additional Documents (Conditional)

1. Peer review certificate from ICAI -- Required when the company has paid-up share capital of ₹25 crore or more, or net worth of ₹25 crore or more, or annual turnover of ₹50 crore or more
2. CS certification -- If the form is certified by a Company Secretary in practice, their DSC and membership details are needed
3. CAG appointment order -- For government companies, attach the CAG's order appointing the auditor
4. EGM resolution -- If the casual vacancy was caused by resignation and filled through an Extraordinary General Meeting

Step-by-Step ADT-1 Filing Process on MCA V3 Portal

The complete ADT-1 filing process involves 8 steps. With all documents ready, the online filing takes 30 to 60 minutes. The form is auto-approved by MCA, so there is no waiting period for Registrar review. Follow each step carefully to avoid rejection or the need for resubmission.

Step 1: Obtain Written Consent and Eligibility Certificate from the Auditor

Before the company can proceed with the appointment, the proposed auditor must formally confirm their willingness and eligibility. This involves two separate documents:

Written Consent Letter: The auditor provides a letter on their professional letterhead addressed to the company's Board of Directors. The letter must state that they accept the appointment as statutory auditor, that the appointment is in accordance with the conditions prescribed under Section 139, that they satisfy the criteria provided in Section 141, and that the proposed appointment is within the limits of Section 141(3)(g) regarding the maximum number of audit appointments (20 companies).

Eligibility Certificate: This is a separate certificate where the auditor declares that they are eligible for appointment under Section 141 and are not disqualified under any of the disqualification clauses. If the company meets the prescribed thresholds for peer review, the auditor must also attach a valid peer review certificate issued by the Peer Review Board of ICAI.

Collect both documents before the AGM. The AGM resolution appointing the auditor should reference the receipt of the consent letter and eligibility certificate as part of the appointing resolution.

Step 2: Pass the Required Board Resolution and Members Resolution

For the first auditor of a newly incorporated company: The Board of Directors convenes a board meeting within 30 days of incorporation. The board passes a resolution appointing the first auditor, specifying the auditor's name, firm name (if applicable), ICAI membership number, firm registration number, and remuneration. The first auditor holds office from the date of the board meeting until the conclusion of the first AGM. No members' resolution is required at this stage.

For subsequent auditor appointment at AGM: The Board first passes a resolution recommending the auditor to the members. At the AGM, the members consider the Board's recommendation and pass an ordinary resolution appointing the auditor for a term of 5 consecutive years (subject to annual ratification at each AGM, if the articles of association require it). The resolution must include the auditor's name, firm name, membership number, firm registration number, term of appointment (starting financial year and ending financial year), and the basis for fixing remuneration.

For casual vacancy: If the vacancy arises due to any reason other than resignation (such as death or disqualification), the Board fills the vacancy within 30 days by passing a board resolution. If the vacancy arises due to the auditor's resignation, the Board recommends a replacement auditor, and members approve the appointment at an EGM or the next AGM within 3 months of the Board's recommendation.

Step 3: Log In to the MCA V3 Portal

Open a web browser and navigate to mca.gov.in. Click on the 'Login' button in the top navigation bar. Enter your registered Business User credentials (email ID and password). If you have not registered on the MCA V3 portal, create an account first by clicking 'Sign Up' and completing the registration process with PAN verification.

After logging in, navigate to 'MCA Services' from the main menu, then select 'E-Filing' from the dropdown. You will see a list of available company forms. Search for 'ADT-1' using the search bar or browse the list alphabetically. Click on 'Form ADT-1 - Notice of Appointment of Auditor by the Company' to open the form.

Step 4: Enter Company Details and Auditor Information

In the ADT-1 form, enter the company's Corporate Identification Number (CIN) in the designated field. The MCA system automatically fetches and pre-fills the company name, registered office address, authorized share capital, paid-up share capital, and email address from its database. Verify all pre-filled information for accuracy.

Next, fill in the auditor's details in the relevant section:

• Category of auditor -- Select 'Individual' or 'Firm' from the dropdown
• Name of auditor/firm -- Enter the full name of the individual Chartered Accountant or the audit firm's name as registered with ICAI
• Membership number -- Enter the ICAI membership number of the individual auditor (6-digit number)
• Firm registration number -- If an audit firm, enter the ICAI firm registration number (e.g., 012345N)
• PAN of auditor -- Enter PAN of the individual auditor or PAN of the audit firm
• Address -- Enter the professional address of the auditor or firm's registered office
• Email address -- Provide the auditor's professional email for MCA correspondence

Step 5: Fill Appointment Details and Period of Tenure

This section captures the specifics of the appointment:

• Nature of appointment -- Select from: First Auditor, Subsequent Auditor, Casual Vacancy (non-resignation), or Casual Vacancy (resignation)
• Date of appointment -- Board resolution date (for first auditor or casual vacancy by Board) or AGM date (for subsequent auditor)
• Date of AGM -- Enter the date of the AGM at which the auditor was appointed (leave blank for first auditor appointed by Board)
• Period of appointment -- Specify the starting financial year and ending financial year. For subsequent auditors, this is typically a 5-year period (e.g., FY 2025-26 to FY 2029-30)
• Whether filling casual vacancy -- Select 'Yes' or 'No'. If yes, specify whether the vacancy was caused by resignation or other reasons
• Whether auditor rotation provisions apply -- Select 'Yes' for listed companies and companies meeting the prescribed capital/borrowing thresholds

Double-check all dates against the board resolution minutes and AGM minutes. Any mismatch between the dates in ADT-1 and the actual resolution dates can cause compliance issues during subsequent inspections or audits.

Step 6: Attach Supporting Documents

The MCA V3 portal provides attachment fields for uploading supporting documents. Attach the following files in PDF format:

1. Auditor's written consent letter -- Scanned copy of the signed consent on auditor's letterhead
2. Eligibility certificate under Section 141 -- Scanned copy of the signed certificate
3. Certified copy of board resolution or AGM resolution -- Extracted from the minutes book, certified by the Company Secretary or a director
4. Peer review certificate -- Only if the company meets the prescribed thresholds (paid-up capital ₹25 crore+, net worth ₹25 crore+, or turnover ₹50 crore+)

Each file must be under 10 MB. Ensure all scanned documents are clear and legible. Blurred or partially cut scans may lead to queries from the ROC during compliance reviews, even though ADT-1 itself is auto-approved.

Step 7: Affix Digital Signatures and Pay Government Fees

Affix the Class 3 Digital Signature Certificate (DSC) of the authorized director whose name appears in the form. The DSC must be registered on the MCA V3 portal under 'My Profile'. If the form is additionally certified by a Company Secretary in practice, attach their DSC as well.

After affixing the DSC, the system calculates the government fee based on the company's authorized share capital. The fee structure is:

Pay through the MCA payment gateway. Accepted payment methods include net banking, credit card, debit card, and UPI. Save the payment receipt generated by the portal as proof of fee payment.

Step 8: Submit the Form and Download SRN Acknowledgment

Review every field in the form one final time. Verify the company CIN, auditor details, appointment dates, tenure period, and uploaded attachments. Click 'Submit' to file Form ADT-1 with the ROC.

Upon successful submission, the MCA system generates a Service Request Number (SRN). Download the SRN acknowledgment receipt as a PDF and save it in your compliance records. The MCA sends a confirmation email to the company's registered email address and to the authorized director's email.

Form ADT-1 is processed automatically by the MCA system. No manual review by the Registrar is involved. The auditor's details are reflected on the company's MCA Master Data within 24 to 48 hours of submission. You can verify the update by checking the company's Master Data on the MCA portal under 'View Company/LLP Master Data'.

Government Fees for ADT-1 Filing

The government fee for filing Form ADT-1 is determined by the company's authorized share capital. This fee is paid at the time of form submission through the MCA payment gateway. The fee is a one-time charge per filing. If a company appoints multiple joint auditors, separate ADT-1 filings (and fees) are required for each joint auditor.

Late Filing Penalty Structure for ADT-1

Filing ADT-1 after the 15-day deadline triggers additional fees calculated as a multiplier of the normal government fee. The penalty increases with the length of delay, making early filing financially prudent. There is no provision to seek condonation or waiver of the additional fee for delayed ADT-1 filing.

ADT-1 Filing Timeline Calendar

The ADT-1 filing timeline is tied to the company's AGM date or board resolution date. Since most companies hold their AGM between September and December, the peak ADT-1 filing season follows immediately after. Here is a typical timeline for a company holding its AGM on 30 September 2026.

First Auditor Appointment: Detailed Process

The first auditor appointment follows a distinct process that differs from subsequent AGM-based appointments. Understanding this difference is critical for newly incorporated companies that must comply within 30 days of receiving the Certificate of Incorporation.

Who Appoints the First Auditor

The Board of Directors appoints the first auditor of the company within 30 days from the date of registration (incorporation). This is done through a board meeting, not a general meeting. The members' approval is not required at this stage. If the Board fails to appoint the first auditor within 30 days, the members of the company must appoint the auditor within 90 days at an Extraordinary General Meeting (EGM).

Term of the First Auditor

The first auditor holds office from the date of appointment until the conclusion of the first Annual General Meeting. This period can range from a few months to over a year, depending on when the company was incorporated and when it holds its first AGM. The first auditor's term is not subject to the 5-year consecutive term rule under Section 139(1); that rule applies only to subsequent auditors appointed at the AGM.

ADT-1 Filing for First Auditor

The company must file Form ADT-1 within 15 days of the board resolution date appointing the first auditor. The AGM date field in the form is left blank since no AGM is involved. Select 'First Auditor' as the category of appointment. Attach the board resolution (not AGM resolution), auditor's consent letter, and eligibility certificate.

Casual Vacancy in Auditor Position

A casual vacancy arises when the auditor's position becomes vacant before the expiry of their term. The Companies Act prescribes different procedures depending on the cause of the vacancy.

Casual Vacancy Due to Non-Resignation Causes

If the vacancy arises due to death, disqualification, or any reason other than resignation, the Board of Directors fills the vacancy within 30 days by passing a board resolution. The replacement auditor holds office until the next AGM. The company files ADT-1 within 15 days of the board resolution date. At the next AGM, the members appoint the auditor for a full term.

Casual Vacancy Due to Resignation

When an auditor resigns, a three-step process follows:

1. The auditor files Form ADT-2 with the company and the ROC, stating reasons for resignation
2. The company files Form ADT-3 with the ROC within 30 days of the auditor's resignation, notifying the ROC about the change
3. The Board recommends a replacement auditor, and the members approve the appointment at a general meeting (EGM or the next AGM) within 3 months of the Board's recommendation

The replacement auditor appointed to fill a casual vacancy caused by resignation holds office until the conclusion of the next AGM. The company files a fresh ADT-1 within 15 days of the EGM/AGM date at which members approved the replacement.

Peer Review Certificate Requirements

The peer review certificate is an additional eligibility requirement that applies to auditors appointed to companies meeting specific financial thresholds. The requirement ensures that audit quality is externally validated for larger companies where the audit has greater public interest implications.

When Is Peer Review Required?

A peer review certificate issued by the Peer Review Board of ICAI is mandatory for auditors appointed to companies that meet any of the following criteria:

• Paid-up share capital of ₹25 crore or more
• Net worth of ₹25 crore or more
• Annual turnover of ₹50 crore or more

The peer review certificate must be valid on the date of auditor appointment. If the certificate expires during the auditor's term, the auditor must renew it to remain eligible. The certificate is issued after ICAI conducts a review of the audit firm's quality control systems, documentation practices, and compliance with auditing standards.

Attaching Peer Review Certificate to ADT-1

When filing ADT-1 for a company meeting the above thresholds, attach a scanned copy of the valid peer review certificate as a supporting document. The MCA portal includes a specific attachment field for this certificate. Failure to attach the peer review certificate does not cause automatic rejection of ADT-1 (since it is auto-approved), but the omission can be flagged during ROC inspections or compliance audits.

Common Mistakes in ADT-1 Filing

Filing errors in ADT-1 are more common than expected, particularly during the peak AGM season when companies rush to meet the 15-day deadline. The following mistakes account for the majority of ADT-1 filing issues encountered in practice.

Mistake 1: Filing ADT-1 Before Passing the AGM Resolution

Some companies attempt to file ADT-1 before the AGM date, using the board resolution as the basis for a subsequent auditor's appointment. This is incorrect. For subsequent auditors, the appointing authority is the members at the AGM. ADT-1 must be filed after the AGM resolution is passed, with the AGM date as the appointment date.

Mistake 2: Incorrect Appointment Category Selection

The ADT-1 form requires selection of the appointment category (first auditor, subsequent auditor, or casual vacancy). Selecting the wrong category creates a discrepancy in MCA records. For example, selecting 'First Auditor' when the appointment is actually a subsequent appointment at AGM leads to incorrect tenure tracking on the MCA Master Data.

Mistake 3: Missing or Expired Peer Review Certificate

Companies meeting the paid-up capital (₹25 crore+), net worth (₹25 crore+), or turnover (₹50 crore+) thresholds must ensure the auditor holds a valid peer review certificate. Appointing an auditor without the required peer review certificate makes the appointment non-compliant. Verify the certificate's validity date before the AGM.

Mistake 4: Not Filing ADT-1 for Reappointment

A common misconception is that ADT-1 is only for new auditor appointments, not for reappointments. In reality, every reappointment of the same auditor at the AGM for a fresh term or annual ratification requires a fresh ADT-1 filing within 15 days. Skipping ADT-1 for reappointments creates gaps in MCA's auditor tracking records.

Mistake 5: Exceeding the 20-Company Audit Limit

Section 141(3)(g) restricts an individual auditor from holding more than 20 company audit appointments simultaneously. Companies sometimes appoint popular auditors without verifying this ceiling. If the auditor exceeds the limit, the appointment is void. Always obtain a written declaration from the auditor confirming their current number of audit appointments before the AGM.

Mistake 6: Filing After DSC Expiry Without Renewal

The director's Class 3 DSC must be valid and registered on the MCA V3 portal. If the DSC expired between the AGM date and the ADT-1 filing date, the director must renew the DSC before filing. DSC renewal takes 1 to 3 working days from certifying authorities like eMudhra, Sify, or CDAC. Plan for DSC renewal well in advance of the AGM season.

ADT-1 vs ADT-2 vs ADT-3: Comparison

The Companies Act prescribes three forms related to auditor changes. Each form serves a distinct purpose and is filed by a different party. Understanding the differences prevents filing the wrong form and ensures complete compliance during auditor transitions.

Sequence during auditor resignation: The auditor files ADT-2 first. The company files ADT-3 within 30 days of receiving the resignation. The company then appoints a replacement auditor (through EGM/AGM for resignation cases) and files ADT-1 for the new auditor within 15 days of the appointment.

Auditor Appointment for Special Company Types

One Person Company (OPC)

An OPC follows the same auditor appointment and ADT-1 filing process as a private limited company. The sole member appoints the auditor at the AGM (or through a written resolution in lieu of AGM). The OPC's single director signs Form ADT-1. All fee structures, deadlines, and attachment requirements remain identical. Since OPCs typically have lower authorized capital, the government fee is usually ₹200 to ₹300.

Section 8 (Non-Profit) Company

Section 8 companies must appoint a statutory auditor and file ADT-1 just like any other company. There is no exemption from audit requirements for non-profit companies. The auditor must be a Chartered Accountant. Section 8 companies often have authorized capital of ₹0 (companies limited by guarantee); in such cases, the fee is calculated based on the number of members or as prescribed by the fee schedule applicable to guarantee companies.

Government Company

For government companies, the Comptroller and Auditor General (CAG) of India appoints the auditor under Section 139(5) and (7). The first auditor must be appointed by CAG within 60 days of incorporation. Subsequent auditors are appointed by CAG within 180 days from the commencement of the financial year. The company still files ADT-1 with ROC within 15 days of receiving the CAG's appointment order. The ADT-1 form captures 'Government Company' as a specific appointment category.

Nidhi Company

Nidhi companies (mutual benefit societies under Section 406) follow the standard auditor appointment process. The members appoint the auditor at the AGM, and the company files ADT-1 within 15 days. Nidhi companies have additional compliance requirements under the Nidhi Rules, 2014, but these do not alter the ADT-1 filing process or fee structure.

Joint Auditor Appointment Process

The Companies Act permits the appointment of two or more auditors as joint auditors. Joint audits are common in large public companies and are sometimes mandated by sector regulators (such as RBI for certain banks and NBFCs).

How Joint Auditor Appointment Works

• The members pass an ordinary resolution at the AGM appointing two or more auditors as joint auditors
• Each joint auditor provides a separate consent letter and eligibility certificate
• The company files a separate Form ADT-1 for each joint auditor
• Each ADT-1 filing carries its own government fee (based on the company's authorized capital)
• Joint auditors divide the audit work among themselves and sign the audit report jointly

For companies with authorized capital above ₹1 crore appointing two joint auditors, the total ADT-1 filing cost is ₹600 x 2 = ₹1,200 in government fees alone. Factor this into the compliance budget when opting for joint auditors.

Information Required in Form ADT-1

Form ADT-1 collects specific data points about both the company and the auditor. Having all information readily available before logging into the MCA portal speeds up the filing process and reduces errors. The following is a field-by-field breakdown.

Company Information (Auto-Filled by CIN)

• Corporate Identification Number (CIN)
• Company name
• Registered office address
• Authorized share capital
• Paid-up share capital
• Company email address

Auditor Information (Manual Entry)

• Auditor category (Individual / Firm / LLP)
• Full name of auditor or firm
• ICAI membership number
• ICAI firm registration number (if applicable)
• PAN of auditor (individual) or firm
• Professional address
• Email address
• Phone number

Appointment Information (Manual Entry)

• Nature of appointment (First / Subsequent / Casual Vacancy)
• Date of board resolution (for first auditor or casual vacancy)
• Date of AGM (for subsequent auditor)
• Starting financial year of appointment
• Ending financial year of appointment
• Whether the company is subject to auditor rotation
• Whether the appointment fills a casual vacancy
• Whether the casual vacancy was caused by resignation

After Filing ADT-1: Post-Filing Compliance Checklist

Filing ADT-1 completes the statutory notification to ROC, but several related compliance steps must follow to maintain a clean audit trail and ensure the auditor engagement runs smoothly.

Auditor Removal Under Section 140

Removing an auditor before the completion of their term is a distinct process from non-reappointment or rotation. Section 140 governs auditor removal and prescribes a strict procedure to protect auditor independence.

Removal Process

1. Pass a board resolution recommending the removal and proposing a replacement auditor
2. Obtain prior approval of the Central Government by filing an application with the NCLT (National Company Law Tribunal) before passing the special resolution
3. Give the auditor reasonable opportunity to be heard at the general meeting where the removal resolution is proposed
4. Pass a special resolution at a general meeting (requires 75% majority) removing the auditor
5. File Form MGT-14 with ROC within 30 days for the special resolution
6. Appoint a new auditor at the same or subsequent general meeting and file ADT-1 within 15 days

Auditor removal is rare and carries significant governance implications. It signals potential conflicts between management and the auditor over financial reporting. Companies should exhaust all other options (such as non-reappointment at the end of the current term) before pursuing removal.

ADT-1 Filing for Different Scenarios: Quick Reference

Auditor's Remuneration: Section 142 Guidelines

While ADT-1 does not directly capture remuneration details, the auditor's remuneration is an integral part of the appointment process. Section 142 of the Companies Act lays down the framework for fixing auditor remuneration.

How Remuneration Is Fixed

• First auditor: Remuneration is fixed by the Board of Directors
• Subsequent auditor: Remuneration is fixed by the members in the general meeting, or in a manner directed by the members
• Remuneration includes: Fees for conducting the statutory audit, certification fees for tax audit or other certifications, and reimbursement of out-of-pocket expenses incurred for the audit

The AGM resolution appointing the auditor typically authorizes the Board to fix the remuneration within a specified range or delegates the authority to the audit committee. Ensure the resolution language is clear about the remuneration component to avoid disputes later in the audit engagement.

Practical Tips for Smooth ADT-1 Filing

ADT-1 and Annual Compliance Integration

ADT-1 filing is one component of the broader annual compliance cycle for companies. It integrates with several other filings and should be planned as part of the overall compliance calendar.

Related Annual Filings

• AOC-4 (Financial Statements) -- Filed within 30 days of AGM; the auditor's details on MCA Master Data (updated through ADT-1) must match the auditor who signed the financial statements
• MGT-7/MGT-7A (Annual Return) -- Filed within 60 days of AGM; includes details of the company's auditor as part of the annual return disclosures
• DIR-3 KYC -- Directors who sign ADT-1 must have an active DIN; ensure all directors complete their DIR-3 KYC before the September deadline
• ADT-3 (if auditor resigned) -- Must be filed before or alongside the new auditor's ADT-1 when replacing a resigned auditor
• ROC Annual Filing -- ADT-1 is a prerequisite for a clean compliance record; missing it flags the company as non-compliant in ROC records

Frequently Asked Questions on Auditor Rotation

Auditor rotation is one of the most frequently misunderstood provisions of the Companies Act, 2013. The following scenarios address the questions companies face when managing auditor tenure and rotation.

When Does the Rotation Clock Start?

The rotation clock starts from the date of the first appointment of the auditor under the Companies Act, 2013. For auditors who were already in office when the 2013 Act came into force (1 April 2014), the pre-Act tenure counts toward the rotation calculation. The transition period allowed companies until 2020 to comply, and that window has closed.

Can a Partner of the Outgoing Audit Firm Join the New Firm?

During the 5-year cooling-off period, a partner of the outgoing audit firm cannot be appointed as auditor of the same company, either individually or as a partner of any other firm. This prevents firms from circumventing rotation by merely reconstituting or rebranding. The prohibition extends to any firm where the outgoing auditor or their partners hold practice interests.

Does Rotation Apply to Private Companies?

Rotation applies to private companies only if they meet the prescribed thresholds: paid-up share capital of ₹10 crore or more, or borrowings/public deposits of ₹50 crore or more. Most small and medium private companies fall below these thresholds and are exempt from mandatory rotation. However, they can voluntarily rotate auditors as a best governance practice.

Related Resources

• ADT-1 Filing Service -- Professional ADT-1 filing starting at ₹1,499 including government fees
• Private Limited Company Compliance -- Complete annual compliance package for Pvt Ltd companies
• ROC Annual Filing -- Annual return and financial statement filing with MCA
• Compliance Health Check -- Full audit of all pending MCA filings with penalty calculation
• Change of Auditor Service -- End-to-end auditor change process including ADT-1, ADT-2, and ADT-3
• DIR-3 KYC Filing -- Annual director KYC to keep DIN active for signing MCA forms
• LLP Compliance -- Annual compliance requirements for Limited Liability Partnerships

Summary

Form ADT-1 is a mandatory filing for every company appointing or reappointing a statutory auditor under the Companies Act, 2013. The form must be filed within 15 days of the appointment date, with government fees ranging from ₹200 to ₹600 based on authorized capital. Late filing triggers escalating penalties from 2x to 12x the normal fee. The filing process on the MCA V3 portal is straightforward: enter company CIN, fill auditor details, upload the consent letter and eligibility certificate, affix the director's DSC, pay the fee, and submit. The form is auto-approved within 24 to 48 hours. Companies must also track auditor rotation rules (5 years for individuals, 10 years for firms, with a 5-year cooling-off), verify auditor eligibility under Section 141, and ensure peer review compliance where applicable. Integrate ADT-1 filing into your broader annual compliance calendar alongside AOC-4, MGT-7, and DIR-3 KYC to maintain a clean compliance record with the ROC.