Auditor Appointment & Form ADT-1: Due Date, Fees, Penalty and Complete Filing Guide

Every deadline, on one page

Event	Who acts	Time limit	Filing	If missed
First auditor — appointment	Board of Directors	30 days from incorporation	ADT-1 within 15 days of the board meeting	Members must appoint at an EGM within 90 days
First auditor — government company	CAG of India	60 days from registration	—	Board within next 30 days; failing that, members within 60 days
Subsequent auditor — appointment / reappointment	Members at the AGM	At the AGM, for 5 years	ADT-1 within 15 days of the AGM	Additional fees escalate up to 12×; Section 450 exposure
Casual vacancy	Board	30 days; members approve within 3 months if from resignation	Fresh ADT-1 within 15 days	Company left without a validly appointed auditor
Auditor's resignation	The auditor	ADT-3 within 30 days of resignation	Form ADT-3	Fine on the auditor starting at ₹50,000
Removal before term	Company	ADT-2 to Central Government within 30 days of board resolution	Form ADT-2, then special resolution within 60 days of approval	Removal is invalid — the auditor remains in office

The appointment clock — from incorporation to a validly recorded auditor Fig. 1 · Timeline

Company / Board acts ROC filing due

Day 0 · Incorporation

Company is born — it must have a statutory auditor

Note: every company under the Act needs one, however small — LLPs are governed separately

Within 30 days Board's power — Sec 139(6)

Board appoints the first auditor

If missed: the members must appoint at an EGM within 90 days

Within 15 days of the board meeting Additional fees if late

Form ADT-1 filed with the ROC

If missed: late fees escalate — 2× to 12× the normal fee

First AGM Members' power — Sec 139(1)

Members appoint the auditor for a 5-year term

Note: office runs from this AGM until the conclusion of the sixth AGM — no annual ratification since 2017

Within 15 days of the AGM The deadline that gets missed

Form ADT-1 filed for the 5-year appointment

If missed: additional fees, Section 450 penalty exposure, and questions over the audit record

Any casual vacancy · 30 days Sec 139(8)

Board fills the vacancy; members approve within 3 months if it arose from resignation

Then: a fresh ADT-1 within 15 days — the cycle repeats

Introduction

Appointing an auditor is a decision. Filing Form ADT-1 within fifteen days is what makes that decision exist in law. The appointment happens in a boardroom or an AGM; until the ADT-1 reaches the Registrar of Companies, the MCA's records do not know your auditor exists.

The window is short, and the government fee is small — between ₹200 and ₹600. Precisely because the stakes look trivial, the form gets left to "next week". Next week becomes next quarter, the additional fee multiplies to twelve times, and a filing that would have cost a few hundred rupees becomes a compliance defect flagged in every due diligence the company ever faces. Under Section 450, the exposure runs beyond fees — a penalty of ₹10,000 on the company and every officer in default, with ₹1,000 for each day the contravention continues.

The deadline also lands at the worst possible time. Most companies hold the AGM at the end of September; the fifteen days therefore expire in mid-October, in the thick of annual-filing season, when the same team is preparing AOC-4 and MGT-7. The auditor's details flow into those annual filings — which is exactly why a missing or late ADT-1 does not stay a small defect.

This guide covers the whole cycle for companies and their advisers: who must file and who is exempt, first auditors under Section 139(6), the five-year AGM appointment, what ADT-1 must contain and how it is filed on the MCA V3 portal, the fee and late-fee arithmetic, mandatory rotation under Section 139(2), government companies, casual vacancies, resignation (ADT-3), early removal (ADT-2), and the penalties on both sides of the table. For the parallel discipline on the brand side, see our guide to trademark opposition in India — every deadline, on one page: different statute, same lesson, that compliance fails on dates before it fails on merits.

1. Appointment and intimation are different things

The most common confusion. The appointment is a corporate act — a board resolution or an AGM resolution under Section 139. The intimation is a statutory filing — Form ADT-1 under Rule 4 of the Companies (Audit and Auditors) Rules, 2014. Both must happen, on two different clocks, and completing the first without the second is the single most common ADT-1 failure.

1.1 Who must file — and who is outside the net

Entity	Must appoint a statutory auditor & file ADT-1?
Private limited company	Yes — regardless of turnover or size
Public limited company (listed or unlisted)	Yes
One Person Company (OPC)	Yes — though exempt from auditor rotation
Small company	Yes — though exempt from rotation
Section 8 (not-for-profit) company	Yes
Government company	Yes — but the CAG appoints; see §3.2
Limited Liability Partnership (LLP)	No — LLP audit is governed by the LLP Act, 2008, not Section 139

There is no turnover threshold and no exemption for dormancy in the ordinary course: a company with zero revenue still needs an auditor and still files ADT-1 at every appointment event.

2. First auditor and subsequent auditor take different routes

Same form at the end, different powers at the start. The first appointment is an operational necessity vested in the Board; every appointment after that is a governance decision belonging to the members.

First auditor vs subsequent auditor — two routes, one form Fig. 2 · Comparison

First auditor

An operational necessity

Appointed byThe Board of Directors

WhenWithin 30 days of incorporation

Statutory basisSection 139(6)

Holds office untilConclusion of the first AGM

If the Board failsMembers appoint at an EGM within 90 days

Subsequent auditor

A governance decision

Appointed byThe members at the AGM

Term5 years — AGM to sixth AGM

Statutory basisSection 139(1)

Before appointingWritten consent + Section 141 eligibility certificate

ADT-1 within15 days of the AGM

3. The statutory framework

Auditor appointment lives in Sections 139 to 141 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014. Seven provisions do almost all of the work.

Sections 139–141 — the statute in one view Fig. 3 · Statute map

Sec 139(1)

Appointment at the AGM — five years

Every company appoints an auditor at its first AGM, to hold office until the conclusion of the sixth AGM. Written consent and the eligibility certificate must be obtained before appointment.

Sec 139(2)

Mandatory rotation

Listed and prescribed companies cannot reappoint an individual beyond one 5-year term, or a firm beyond two — followed by a five-year cooling-off. See §7.

Sec 139(5) & (7)

Government companies — the CAG appoints

For government companies, the Comptroller & Auditor-General appoints the auditor — the first auditor within 60 days of registration, failing which the Board within 30 days, failing which the members within 60 days.

Sec 139(6)

The first auditor

The Board appoints within 30 days of registration; failing that, the members at an EGM within 90 days. Office runs until the first AGM.

Sec 139(8)

Casual vacancy

The Board fills any casual vacancy within 30 days; if it arose from resignation, the members approve within three months. The appointee serves until the next AGM.

Sec 140(1) & (2)

Removal and resignation

Early removal needs a special resolution and prior Central Government approval on Form ADT-2. A resigning auditor files ADT-3 within 30 days — default draws a fine from ₹50,000.

Sec 141

Eligibility and disqualifications

Only a chartered accountant in practice may be appointed. Officers and employees of the company, persons indebted beyond limits, and holders of securities in the company are disqualified. See §5.1.

3.2 Government companies — a different appointing authority

In a government company — or a company owned or controlled by the Central or a State Government — the auditor is appointed by the Comptroller & Auditor-General of India. The first auditor must be appointed by the CAG within sixty days of registration; if the CAG does not, the Board has thirty days; if the Board does not, the members must appoint within sixty days at an EGM. Subsequent auditors are appointed by the CAG within 180 days of the start of the financial year. Groups acquiring or partnering with public-sector entities regularly miss that the ordinary Section 139(1) route simply does not apply.

4. The fifteen-day window: filing Form ADT-1

Form ADT-1 must reach the ROC within fifteen days of the meeting at which the auditor was appointed — the board meeting for a first auditor or a casual vacancy, the AGM for a five-year appointment or reappointment.

A worked example. A private company closes its financial year on 31 March 2026 and holds its AGM on 30 September 2026 — the last permissible date. The auditor is reappointed at that AGM. Form ADT-1 is due on or before 15 October 2026. Filed on 16 October, it is late, and the additional-fee clock has already started.

4.1 How the filing actually happens — MCA V3

ADT-1 is now a web-based form on the MCA V3 portal, filed against the company's CIN. The sequence in practice: log in through the company's or the professional's V3 account; open the ADT-1 web form; the company's master data auto-populates; enter the auditor's details — name, address, PAN, membership number or firm registration number, category, and the period of accounts covered; attach the documents listed below; affix the digital signature (DSC) of a director or authorised signatory; pay the fee online. The form is processed and a Service Request Number (SRN) with an acknowledgement issues to the registered email.

Keep the SRN. It is the proof of filing, it is quoted in later filings and corrections, and it is the first thing a due-diligence team asks for.

4.2 What to attach

• Certified copy of the board or AGM resolution appointing the auditor
• The auditor's written consent to the appointment
• The auditor's certificate of eligibility under Section 141 — confirming no disqualification and that the appointment is within prescribed limits
• The company's intimation letter to the auditor

4.3 Who files, and for which events

The obligation is the company's, not the auditor's — and it arises at every appointment event: first auditor, five-year appointment, reappointment after a completed term, and every casual-vacancy appointment. Each event needs its own ADT-1; a fresh appointment is never covered by an old filing.

5. Eligibility: who can — and cannot — be your auditor

Only a chartered accountant in practice may be appointed, and where a firm is appointed, only partners who are chartered accountants may act and sign. Section 141(3) then lists who is disqualified — and an appointment made in breach is void, taking the audit down with it.

5.1 The Section 141(3) disqualifications

• A body corporate, other than an LLP registered under the LLP Act, 2008
• An officer or employee of the company, or a partner or employee of such officer or employee
• A person who — himself, or through a relative or partner — holds any security or interest in the company or its holding, subsidiary or associate (a relative may hold securities up to ₹1 lakh face value)
• A person indebted to the company or its group beyond ₹5 lakh, or who has given a guarantee for another's debt to the group beyond ₹1 lakh
• A person or firm with a business relationship with the company or its group, of the prescribed disqualifying kind
• A person whose relative is a director or key managerial personnel of the company
• A person in full-time employment elsewhere, or holding appointment as auditor of more than twenty companies
• A person convicted of an offence involving fraud, within ten years of the conviction
• A person or firm rendering the Section 144 prohibited services — such as internal audit, investment banking or management services — to the company

6. Fees — and how ₹300 becomes ₹3,600

The normal fee is set by the company's nominal share capital. The additional fee for delay is set by arithmetic nobody can negotiate with — the portal computes it.

Normal filing fee, by nominal share capital Fig. 4 · Fees

₹200

Below ₹1 lakh

Most newly incorporated private companies start in this slab.

₹300

₹1 lakh – ₹5 lakh

Nominal capital of one lakh or more but below five lakh.

₹400

₹5 lakh – ₹25 lakh

The typical mid-band slab.

₹500

₹25 lakh – ₹1 crore

Twenty-five lakh or more but below one crore.

₹600

₹1 crore and above

The fee never exceeds ₹600 — if filed on time.

The late-fee escalator — additional fees as multiples of the normal fee Fig. 5 · Escalation

Day 16 · First day lateDay 180+ · Maximum multiplier

Up to 30 days2× the normal fee 30–60 days4× the normal fee 60–90 days6× the normal fee 90–180 days10× the normal fee Beyond 180 days12× the normal fee — and the defect sits on the record for every year of delay

A ₹300 filing left for seven months costs ₹3,600 in additional fees — twelve times the fee that fifteen minutes of timely filing would have settled.

6.1 Beyond the fee — Section 450 and the diligence file

Where the contravention is pressed, Section 450 — the general penalty provision — exposes the company and every officer in default to a penalty of ₹10,000, with a further ₹1,000 for each day the contravention continues, capped at ₹2 lakh for the company and ₹50,000 for an officer. And independently of penalties: the ROC record shows no validly intimated auditor for the period, the annual filings that carry the auditor's details rest on a defective foundation, and the gap is listed as a compliance defect — usually with a specific warranty demanded — in every funding or acquisition diligence the company faces.

7. Rotation: can you simply reappoint?

For most private companies, a well-performing auditor can be reappointed for a further five-year term at the AGM. For companies covered by Section 139(2) read with Rule 5, rotation is mandatory — and the applicability test should be run every year before the AGM notice goes out, because a borrowing or a capital raise can pull a company across a threshold mid-term.

7.1 Who must rotate

• All listed companies
• Unlisted public companies with paid-up share capital of ₹10 crore or more
• Private companies with paid-up share capital of ₹50 crore or more
• Any company below those thresholds with public borrowings or public deposits of ₹50 crore or more

One Person Companies and small companies are excluded — rotation never applies to them.

If Section 139(2) applies — the limits that bind Fig. 6 · Rotation

Rotation applies — the ceiling

• Individual auditor: one term of 5 consecutive years, maximum Then out — no second term
• Audit firm: two terms of 5 consecutive years — ten years in all Then out
• Counting: tenure served before the 2013 Act commenced counts toward the limits

After the ceiling — the cooling-off

• Five years during which the outgoing auditor cannot be reappointed ✕ No early return
• Network bar: the incoming auditor must not be in the same network as, or associated with, the outgoing one ✕ Same-network successor invalid
• Re-run the applicability test annually — thresholds are crossed quietly, by growth

8. Casual vacancy: the thirty-day scramble

When an auditor dies, resigns, or becomes disqualified mid-term, Section 139(8) applies. The Board fills the vacancy within thirty days. If the vacancy arose from resignation, the Board's appointment must also be approved by the members within three months of the recommendation. The casual-vacancy auditor holds office only until the next AGM — where a fresh five-year appointment is made, with a fresh ADT-1. Two filings, not one, and companies routinely miss the second.

9. Resignation, removal, and the three ADT forms

Three forms cover the appointment's life-cycle, and they are routinely confused.

ADT-1 · ADT-2 · ADT-3 — which form, whose duty, what clock Fig. 7 · Forms

Form ADT-1 · Company

Intimation of appointment

⏱ 15 days from the appointment

Filed at every appointment event. Late filing draws 2×–12× additional fees and Section 450 exposure.

→

Form ADT-2 · Company

Removal before the term expires

⏱ 30 days from the board resolution

Central Government approval first, then a special resolution within 60 days of approval. The auditor must be heard.

→

Form ADT-3 · Auditor

Statement on resignation, with reasons

⏱ 30 days from resignation

The auditor's own duty under Sec 140(2) — default draws a fine on the auditor personally, starting at ₹50,000.

9.1 Removal before term — deliberately difficult

Under Section 140(1), removal before the term expires requires: a board resolution; an application to the Central Government on Form ADT-2 within thirty days of that resolution; and — after approval — a special resolution of the members within sixty days. The auditor must be given an opportunity to be heard. Skipping any step makes the removal invalid, and the sequence exists precisely so that an auditor asking uncomfortable questions cannot simply be dropped.

9.2 Resignation — the auditor's own clock

A resigning auditor files Form ADT-3 with the company and the ROC within thirty days, stating the reasons and relevant facts. The duty is the auditor's, and the fine for default — starting at ₹50,000 — falls on the auditor personally. For the company, the resignation triggers the casual-vacancy machinery of Section 139(8).

10. Two situations, worked through

Scenario A — The ADT-1 that waited for "next week"

A private company holds its AGM on 30 September and reappoints its auditor for five years. The resolution is passed, minutes are signed, everyone moves on. The checklist says ADT-1 by 15 October.

October belongs to the annual accounts. The form is finally filed in late March — 160 days late.

What it cost. The ₹300 normal fee became ₹300 plus ₹3,000 in additional fees at the 10× slab. Worse: the company raised funding the following year, and the investor's diligence report listed the late ADT-1 as a compliance defect requiring a specific warranty from the founders.

What would have prevented it. Filing in the same week as the AGM, while the resolution, consent and eligibility certificate were already on the table.

Scenario B — The resignation nobody papered

An auditor resigns mid-term after a disagreement over a related-party disclosure. The company quickly gets a friendly firm to "take over" and continues as if nothing happened.

What went wrong. The outgoing auditor never filed ADT-3 — drawing personal fine exposure from ₹50,000. The Board never passed a casual-vacancy resolution within thirty days, the members never approved within three months, and no fresh ADT-1 was filed. On the ROC record, the old auditor was still in office while a stranger signed the audit report.

The repair. Reconstructing the sequence months later — resolutions, approvals, late filings at maximum additional fees — cost multiples of contemporaneous compliance. And the disclosure dispute that caused the resignation surfaced anyway, in the ADT-3 reasons.

11. Twelve mistakes

• Treating the AGM resolution as the end of the job — the ADT-1 is what records it.
• Diarising the AGM but not the fifteen-day filing clock that starts at it.
• Obtaining consent and the Section 141 certificate after the resolution instead of before it.
• Assuming the first auditor needs no ADT-1 — file within fifteen days of the board meeting and keep the record clean.
• Reusing an old ADT-1 for a new appointment event — every appointment needs its own filing.
• Missing that a mid-term borrowing or capital raise has pulled the company into Section 139(2) rotation.
• Appointing an auditor already at the twenty-company ceiling, or otherwise disqualified under Section 141(3).
• Letting a casual-vacancy auditor run past the next AGM without a fresh five-year appointment and ADT-1.
• Applying the ordinary Section 139(1) route to a government company — the CAG appoints.
• Removing an auditor by simply "not continuing" them — early removal needs ADT-2 and Central Government approval.
• The resigning auditor skipping ADT-3 — the ₹50,000-plus fine is personal.
• Losing the SRN — it is the proof of filing every later process will ask for.

12. Checklist

13. Frequently asked questions

Corporate — related reading

• Company incorporation in Indiawhere the thirty-day first-auditor clock starts
• Annual filings: AOC-4 and MGT-7the filings that sit on top of a valid audit — due 30 and 60 days from the AGM
• Director appointments and DIR-12the other short-fuse intimation companies miss
• Secretarial compliance calendarevery ROC deadline for the year, on one page
• Trademark opposition in Indiaa different statute, the same lesson — compliance fails on dates before it fails on merits
• Drafting and vetting of agreementsengagement letters, consents and board documentation done properly

Talk to us before the fifteen days run

Delhi Legal Company handles auditor appointments and the full ADT cycle for Indian companies and foreign-owned subsidiaries — first-auditor appointments at incorporation, AGM appointments and reappointments, Section 139(2) rotation checks, Section 141 eligibility reviews, casual vacancies, ADT-2 removal applications, ADT-3 resignations, and the repair of late or missed filings with the ROC.

How we usually start. Send us the date of the resolution and the auditor's details. We come back with exactly what is due, the documents to gather, the fee and any additional fee already accrued, and — where filings have been missed — the cleanest sequence to repair the record.

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