MCA ADT-1 Auditor Appointment

A MCA ADT-1 Auditor Appointment in India sets out the rights and obligations of the parties on the matter it concerns and records the terms they have agreed.

Section 139(1) of the Companies Act 2013 requires every company — private limited, public limited, One Person Company (OPC), small company, or Section 8 company — to appoint a statutory auditor who is a Chartered Accountant (CA) holding a valid Certificate of Practice from the Institute of Chartered Accountants of India (ICAI). The first auditor is appointed by the Board of Directors within 30 days of the company's incorporation (under Section 139(6)) and holds office until the conclusion of the first AGM. At the first AGM, the shareholders formally appoint the auditor for a term of five years — from the conclusion of the first AGM to the conclusion of the sixth AGM — and ADT-1 is filed to notify the ROC of this appointment.

The Companies Act 2013 introduced mandatory auditor rotation under Section 139(2) for listed companies, unlisted public companies with paid-up capital of ₹10 crore or more, private companies with paid-up capital of ₹50 crore or more, and companies with public borrowings or deposits of ₹50 crore or more. For these companies, an individual CA can serve as statutory auditor for one term of five years only, and an audit firm for two consecutive terms of five years each (10 years maximum), with a five-year cooling-off period before reappointment. SEBI-listed companies — on the National Stock Exchange (NSE), BSE Limited, or other recognised stock exchanges — are subject to additional SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations 2015 that govern auditor appointment disclosures.

The ADT-1 filing creates the official ROC record of the company's statutory auditor — the auditor name, Firm Registration Number (FRN) issued by ICAI, PAN, and tenure. This record is publicly accessible on the MCA21 portal and is examined by banks, investors, due diligence teams, and regulatory authorities. The National Financial Reporting Authority (NFRA) — established under Section 132 of the Companies Act 2013 — monitors auditor appointments and audit quality for listed companies and public interest entities, using the ADT-1 filings as a primary reference.

In addition to ADT-1 filed by the company, the appointed auditor must separately communicate their acceptance to the ROC within 30 days of receiving intimation of appointment from the company. The auditor must also provide the company with a written consent and a certificate of eligibility — confirming compliance with Section 141 eligibility criteria and Section 141(3)(g) audit ceiling limits (no CA or CA firm may hold the audit of more than 20 companies at any given time).

Form ADT-1 must be filed within 15 days of every AGM at which a statutory auditor is appointed, re-appointed, or a new auditor is appointed following a casual vacancy — without exception for any class of company incorporated under the Companies Act 2013.

Every private limited company — from a two-person startup in Bengaluru's IT corridor to a large family-held business in Mumbai — must file ADT-1 within 15 days of each AGM where the auditor's appointment is confirmed. Most private companies hold their AGM before 30 September each year (the deadline under Section 96 of the Companies Act 2013), making October the peak period for ADT-1 filings on the MCA21 portal.

Public limited companies and listed companies must file ADT-1 under both the Companies Act 2013 and SEBI LODR Regulations 2015 disclosure requirements. Listed companies are required to disclose any change in statutory auditor immediately under Regulation 30 of SEBI LODR — the ADT-1 filing to the ROC is supplemented by a stock exchange notification to NSE and BSE through the NEAPS and BSE Listing Centre respectively.

Companies subject to mandatory auditor rotation under Section 139(2) — listed companies and large unlisted public and private companies — must file ADT-1 reflecting the newly rotated auditor at the end of each five-year or ten-year term. For the Tata Group, Reliance Industries, Mahindra Group, and other large conglomerates with extensive subsidiary structures, coordinating auditor rotation and ADT-1 filings across dozens of subsidiaries is a significant annual compliance exercise.

When a company's auditor resigns mid-term and the Board of Directors appoints a replacement to fill the casual vacancy under Section 139(8), a fresh ADT-1 must be filed within 15 days of the Board resolution. The resigning auditor must simultaneously file Form ADT-3 with the ROC within 30 days of resignation — both filings together document the complete auditor change on the official MCA21 record.

Foreign companies operating Indian subsidiaries — wholly owned subsidiaries (WOS) of multinational corporations such as Google India, Amazon India, Flipkart (Walmart), Samsung India, and Hyundai Motor India — must comply with ADT-1 filing requirements through their Indian subsidiary's Compliance Officer or Company Secretary registered under the Institute of Company Secretaries of India (ICSI).

Form ADT-1 filed on the MCA21 portal of the Ministry of Corporate Affairs must contain the following particulars to be accepted by the ROC and to create a valid record of the statutory auditor's appointment under the Companies Act 2013.

The company identification section records the company's Corporate Identification Number (CIN), full registered name as per the Certificate of Incorporation, and registered office address including pin code and state. The CIN links the ADT-1 filing to all other ROC filings — MGT-7 Annual Return, AOC-4 Financial Statements, DIR-12 Director Changes — on the MCA21 portal.

The AGM particulars section records the date of the AGM (in DD/MM/YYYY format) at which the auditor was appointed or re-appointed, the AGM number (e.g., 5th AGM), and the financial year ending date for which the auditor is appointed to audit accounts. The AGM date determines the 15-day filing deadline — ADT-1 filed after 15 days from the AGM date attracts additional fees of ₹100 per day.

The auditor identification section records whether the auditor is an individual Chartered Accountant or a CA firm. For an individual CA: full name as registered with ICAI, Membership Number (6-digit number issued by ICAI), PAN, and complete office address. For a CA firm: full firm name, Firm Registration Number (FRN — 6-digit number followed by the regional code: N for North, S for South, E for East, W for West, C for Central), PAN of the firm, and complete registered office address of the firm.

The appointment period section states the duration of the appointment in AGM-to-AGM terms — the start AGM (e.g., conclusion of 5th AGM) and end AGM (e.g., conclusion of 10th AGM) — covering the five-year term. For mandatory rotation appointments, the form indicates whether the appointment is under Section 139(1) (general appointment) or Section 139(2) (rotation-based appointment). The maximum permissible tenure must not be exceeded as per the applicable rules for the company's category.

The auditor's consent and eligibility certificate section references the written consent and certificate provided by the auditor confirming: acceptance of the appointment; eligibility under Section 141 of the Companies Act 2013 (CA in practice, no disqualification under Section 141(3)); and compliance with Section 141(3)(g) audit ceiling limits (not holding audits of more than 20 companies). Certified copies of the consent and certificate are attached as annexures to ADT-1.

The digital signature and certification section requires the form to be certified by a Director of the company using a valid Class 3 Digital Signature Certificate (DSC) linked to the MCA21 portal. The Director's DIN (Director Identification Number) is auto-populated from the MCA database. The Company Secretary (CS), if appointed, may also digitally certify the form.

The ROC filing fee is determined based on the company's authorised share capital under Schedule of Fees under the Companies (Registration Offices and Fees) Rules 2014. Standard fees range from ₹200 (for authorised capital below ₹1 lakh) to ₹600 (for authorised capital above ₹5 lakh and up to ₹25 lakh), with higher fees for larger companies. Late filing beyond 15 days from AGM attracts additional fees of ₹100 per day with no cap — filing the ADT-1 on time avoids this penalty entirely. The forms-legal.com MCA ADT-1 Auditor Appointment template covers the mandatory elements under Companies Act, 2013.