pvtltd.co

Audit compliance

Appointment of First/Subsequent Auditor - ADT-1 Filing

The auditor appointment process starts with the company approval trail and ends with ADT-1, the notice filed with the Registrar to keep the audit record aligned with the Companies Act.

Reviewed by CA Harun Raaj, ICAI Reg. No. 238303·Last reviewed:
Fee on requestTypical timelineAuditor appointment notice filing

We classify the appointment (first auditor vs AGM appointment), align the board and member approvals, and file Form ADT-1 within the statutory window so the audit record matches the company record — and the company never pays a ₹100/day delay fee it could have avoided.

What is included
  • • First auditor or subsequent auditor review
  • • ADT-1 filing preparation
  • • Resolution and meeting date mapping
  • • Company and auditor detail review
  • • Deadline tracking for the notice
  • • ROC follow-up if the filing is queried
Documents required
  • • Auditor name and registration details
  • • Board or member resolution details
  • • Meeting date and appointment date
  • • Company master data and signatory details
  • • Auditor consent and eligibility evidence
  • • Any prior auditor history if applicable
Government fees

See the fee table below for the statutory filing charge and common delay logic.

Legal basis
  • • Companies Act, 2013 section 139
  • • Companies (Audit and Auditors) Rules, 2014 rule 4(2)
  • • ADT-1 notice of appointment of auditor by the company
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Process

How the service works

The workflow is built to be predictable: document collection, legal review, filing, and post-filing follow-through.

Step 1Classification

Confirm whether this is a first or subsequent appointment

The legal timing and approval path differ for the first auditor and for a later appointment at AGM. We classify the appointment first so the filing logic matches the actual event.

Step 2Approvals

Prepare the board or member approval record

We verify the meeting date, the appointment date, and the auditor details so the resolution trail and the filing record stay aligned.

Step 3Filing

File ADT-1 within the statutory window

Subsequent auditors appointed at the AGM: ADT-1 within 15 days of the AGM (s.139(1) read with Rule 4(2) of the Companies (Audit and Auditors) Rules 2014). For the first auditor appointed by the Board under s.139(6), the s.139(1) notice requirement does not apply — ADT-1 is commonly filed as good practice. Missing the window attracts an additional fee of ₹100/day under s.403 read with the Companies (Registration Offices and Fees) Rules 2014.

Step 4Recordkeeping

Preserve the auditor record for the annual cycle

The appointment should remain visible in the company record so the annual compliance package can use the same details for the next cycle.

AEO summary

Every private limited company must appoint a statutory auditor: the Board appoints the first auditor within 30 days of registration (s.139(6), Companies Act 2013), and members appoint or ratify subsequent auditors at the AGM (s.139(1)). The appointment is notified to the ROC in Form ADT-1 within the window under Rule 4 of the Companies (Audit and Auditors) Rules 2014 — late filing attracts an additional fee of ₹100/day under s.403.

Why the auditor appointment is a statutory event

The auditor is part of the company's statutory control structure, not just a vendor. The appointment must be made under the Companies Act framework, and the company must keep the notice record current so the Registrar can rely on the same data the company is using internally.

This matters more for private limited companies that are scaling quickly. As soon as the company has larger revenue, more shareholders, or a funding event, the audit record becomes a diligence item. A clean appointment history keeps that review simple.

The filing also has a timing dimension. If the notice is late, the form can still be filed, but the company may face extra fee and unnecessary admin. A well-run process makes sure the appointment and the notice stay on schedule.

  • • The auditor appointment is a statutory record, not a side note.
  • • Timing matters because late filing can trigger extra fee.
  • • The appointment details should match the company record exactly.

Section 139 and the ADT-1 route

Section 139 is the core provision governing auditor appointment. Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014 requires the notice of appointment to be given to the Registrar in Form ADT-1.

In practice, the filing should include the meeting date, the appointment date, the auditor or audit firm details, and the company details that identify the appointment. The form should reflect whether the auditor is an individual or a firm and whether the appointment is at the first stage or later.

If the company falls into one of the classes that require a more structured appointment process, the internal approval trail should be preserved carefully because the ROC record is only one part of the statutory chain.

  • • ADT-1 is the notice form.
  • • Section 139 is the governing provision.
  • • The company should keep the approval and meeting record in sync.

What companies should avoid

The most common mistake is leaving the filing until the deadline is almost over. That often leads to avoidable late fee and a rushed signature trail.

Another mistake is using the wrong appointment date or failing to reconcile the company resolution with the auditor record. If those pieces do not match, the filing may be queried or the internal records may become difficult to defend later.

A third mistake is forgetting that the appointment has to be carried into the annual compliance calendar. The auditor record should not live in one form alone; it should be part of the company's year-round record set.

  • • Do not delay the notice.
  • • Do not mismatch the appointment date and resolution date.
  • • Do not treat ADT-1 as a one-off admin task.

Government fees

Fee breakdown

ItemFeeNotes
ADT-1 filing feeAs per MCA fee tableThe fee follows the Companies (Registration Offices and Fees) Rules, 2014.
Delay feeAs per delay slabLate filing may trigger additional fee according to the applicable delay table.
Professional certificationIncluded in service feeThe company still needs the proper signatory and professional certification path where required.

Timeline

Typical turnaround

Typical timeline usually means a 1 to 3 business days turnaround, assuming documents are complete and any board or shareholder approvals are already in place.

Pricing note

The filing fee follows the applicable MCA table. For delay-sensitive notices, the additional fee logic depends on the number of days after the statutory deadline.

Related services

Keep the company moving

Annual compliance package

Bundle the auditor notice with the annual return and financial statement workflow.

Change registered office

Update the company record before the next audit season if the office has changed.

Company strike off

Close the company cleanly instead of letting auditor records drift in an inactive entity.

ROC annual compliance

Keep the audit appointment aligned with the annual ROC filing workflow.

ADT-1 due date

Notice of appointment of auditor — due within the Rule 4 window.

s.403 additional fee

₹100/day additional fee for documents filed with the ROC after the due date.

FAQ

Frequently asked questions

When must ADT-1 be filed with the ROC after an AGM appointment?
Under Section 139(1) of the Companies Act, 2013, a subsequent auditor appointed at the AGM must be notified to the Registrar in Form ADT-1 within 15 days of the AGM, as prescribed by Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014. For a first auditor appointed by the Board under s.139(6), the s.139(1) notice requirement does not apply — ADT-1 is commonly filed as good practice rather than statutory obligation. Missing the window attracts an additional fee of ₹100/day under s.403, so the notice should be filed promptly once the resolution is passed.
How long can a statutory auditor hold office in a private limited company?
Section 139(1) of the Companies Act, 2013 provides that an auditor appointed at an AGM holds office until the conclusion of the sixth AGM after appointment, which corresponds to a five-year term. Section 139(2) imposes mandatory rotation for certain classes of companies, limiting an audit firm to two consecutive terms of five years each. For most private limited companies below the rotation threshold, the five-year appointment under Section 139(1) applies.
Who is eligible to be appointed as a statutory auditor?
Section 141 of the Companies Act, 2013 sets the eligibility conditions. Only a Chartered Accountant holding a valid Certificate of Practice issued by the ICAI can be appointed. Disqualifications include being indebted to the company for more than INR five lakh, holding a financial interest in the company, or being an officer or employee of the company. Where a firm is appointed, the majority of partners must be practising Chartered Accountants.
Can the company ask its auditor to also handle bookkeeping, internal audit, or valuations?
No. Section 144 of the Companies Act, 2013 expressly prohibits the statutory auditor from rendering specified non-audit services to the same company or its holding or subsidiary, including accounting and bookkeeping, internal audit, design of financial information systems, actuarial services, investment advisory, and management services. Engaging the auditor for these services creates a statutory violation and compromises auditor independence under the same section.
What are the statutory rights and duties of the appointed auditor?
Section 143 of the Companies Act, 2013 gives the auditor the right of access at all times to the books of account and vouchers of the company, and the right to require information and explanations from officers. The auditor must report on whether the financial statements give a true and fair view and whether they comply with the accounting standards notified under Section 133. The auditor must also report on additional matters specified under the Companies (Auditor's Report) Order where that Order applies to the company.

Canonical reference: https://www.pvtltd.co/services/appointment-of-auditor

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