Audit & auditor filings

Form ADT-1Notice of Appointment of Auditor

Notice to the ROC of the appointment or reappointment of the statutory auditor under Section 139.

How to file

Step-by-step process — from trigger event to ROC approval.

  1. 01
    Identify the appointment scenario

    Determine which scenario applies: (a) first auditor — appointed by Board within 30 days of incorporation; (b) regular appointment — by members at AGM for a 5-year term; (c) reappointment — at the AGM after the previous 5-year term; (d) casual vacancy — by Board, ratified by members within 3 months. Each scenario has different timelines but all use ADT-1.

  2. 02
    Verify auditor eligibility and consent

    Confirm the auditor is a CA in practice or a CA firm. Verify no Section 141 disqualification (no conflict, no relationship, no other audit ceiling breach). Check Section 141(3)(g) appointment limit and Section 139(2) rotation requirements. Obtain a written consent letter and a Section 139(1) eligibility certificate.

  3. 03
    Pass the resolution (Board or AGM as applicable)

    For the first auditor — Board resolution within 30 days of incorporation. For regular appointment — AGM ordinary resolution appointing for 5 years (which counts as one term for rotation purposes). For casual vacancy — Board resolution within 30 days of vacancy. Record in minutes.

  4. 04
    Send the appointment intimation to the auditor

    The company must intimate the auditor of their appointment within 30 days, and the auditor must in turn notify the ROC of acceptance (a separate communication). Keep a copy of the intimation and acceptance for ADT-1 attachment.

  5. 05
    Prepare the ADT-1 e-form

    Download ADT-1 from MCA21 V3. Enter CIN, type of appointment (first/regular/reappointment/casual), auditor's name, firm registration number (FRN), membership number, address, term (from date and to date), date of board/AGM resolution. Tick category — individual or firm.

  6. 06
    Attach documents and affix DSCs

    Attach the resolution copy, auditor's consent letter, Section 139(1) eligibility certificate, and the board's recommendation note (for AGM appointments). DSC of a director and the certifying practising professional. Pre-scrutinise, upload, pay slab fee within 15 days. Save the SRN.

Attachments required

Documents to prepare before opening the e-form.

  • Certified true copy of the AGM resolution appointing the auditor (or Board resolution for first auditor / casual vacancy)
  • Written consent of the auditor under Section 139(1) (consent letter on auditor's letterhead)
  • Certificate from the auditor under Section 139(1) — eligibility, no disqualification under Section 141, independence confirmation, and confirmation of compliance with rotation/limit rules under Section 141(3)
  • Intimation by the auditor of their appointment (received by the company within 30 days)
  • Board resolution recommending the auditor's appointment to the members (for AGM appointments)
  • Copy of the auditor's certificate of practice number and ICAI membership details

Common pitfalls

Where filings get rejected, delayed, or flagged in due diligence.

  • Confusing ADT-1 with ADT-3 — ADT-1 is for appointment, ADT-3 is for resignation. They are different forms with different triggers and timelines. ADT-3 is filed by the resigning auditor within 30 days of resignation, ADT-1 by the company for the new auditor's appointment.
  • Filing ADT-1 for the first auditor with the wrong trigger date — the first auditor is appointed by the Board within 30 days of incorporation. ADT-1 is due within 15 days of that Board appointment, not 15 days of incorporation. The clock starts on the Board resolution.
  • Forgetting ADT-1 for casual vacancies — when the existing auditor resigns or is disqualified mid-term, the Board fills the vacancy within 30 days, and members must ratify within 3 months. ADT-1 is filed within 15 days of the Board appointment.
  • Not obtaining the Section 139(1) certificate from the auditor — this is the auditor's written confirmation that they are eligible, not disqualified, and within rotation limits. A common omission that delays ADT-1 acceptance.
  • Appointing an auditor who has exceeded the Section 141(3)(g) ceiling — an individual auditor can hold appointments in up to 20 companies (excluding OPCs, small companies, dormant companies, and private companies with paid-up capital below ₹100 crore). Auditor firms have higher limits. Confirm before appointment.
  • Ignoring rotation requirements — listed companies and prescribed classes (paid-up capital ≥ ₹20 crore for unlisted public; ₹50 crore for private; certain debt thresholds) must rotate auditors per Section 139(2). Individual auditor — one 5-year term; firm — two 5-year terms then a 5-year cooling-off. Reappointment beyond the limit is void.

Frequently asked questions

Practical answers to the questions CS and CA teams hear most.

Who files ADT-1 — the company or the auditor?
The company files ADT-1 to notify the ROC of the appointment. The auditor files an acceptance intimation separately. ADT-3 (resignation) is filed by the resigning auditor.
Is ADT-1 needed for the first auditor of a newly incorporated company?
Yes. The first auditor is appointed by the Board within 30 days of incorporation, and ADT-1 is filed within 15 days of that Board appointment. The trigger is the Board resolution, not the incorporation date.
What is the difference between ADT-1 and ADT-3?
ADT-1 is filed by the company for appointment or reappointment of an auditor (within 15 days). ADT-3 is filed by the auditor when they resign before the end of their term (within 30 days of resignation, by the auditor, not the company). Different forms, different filers, different timelines.
Do we file ADT-1 every year or every 5 years?
Once per appointment term. An auditor is typically appointed for 5 years at an AGM. ADT-1 is filed within 15 days of that AGM. No annual refiling is needed during the 5-year term. At the end of the term, ADT-1 is filed again for the next appointment.
What if the company misses the 15-day deadline?
Additional fee under Rule 12 escalating from 2x to 12x with delay, plus Section 139 penalty — ₹25,000 to ₹5 lakh on the company and ₹10,000 to ₹1 lakh on officers in default. Delays of more than 300 days may require compounding under Section 441.
Does an OPC or small company need to file ADT-1?
Yes. ADT-1 applies to every company that appoints an auditor, including OPCs and small companies. The exemption from auditor rotation (Section 139(2)) is what differs — OPCs and small companies are exempt from rotation requirements but not from ADT-1 filing.
What is the Section 139(1) certificate from the auditor?
It is the auditor's written certificate confirming: (a) they are eligible for appointment under Section 141, (b) they are not disqualified, (c) they are within the Section 141(3)(g) appointment limit, (d) they comply with the rotation rules in Section 139(2) if applicable, and (e) their proposed appointment is not in conflict with any provision of the Act. Mandatory ADT-1 attachment.

Related forms

Filings that commonly trigger together with Form ADT-1.

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