ADT-1 Statutory Auditor
Appointment Filing
FY 2025-26

Identify a qualified Chartered Accountant (individual or firm) who meets the eligibility criteria under Section 141 of the Companies Act, 2013. Verify that the auditor: (a) holds a valid certificate of practice from ICAI, (b) is not disqualified under Section 141(3) (e.g., not an employee, officer, or relative of a director; not indebted to the company; not holding security or interest in the company), (c) has a valid peer review certificate if required (for companies with paid-up capital ≥ ₹10 crore or borrowings ≥ ₹50 crore, listed companies, or government companies), and (d) confirms they have not reached the maximum limit of audits as prescribed under Section 141(3)(g) (20 companies for individuals, 60 companies for firms with up to 20 partners). For first-time appointments, engage an auditor during the incorporation process itself to avoid last-minute compliance pressure.

Request the selected auditor to provide a written consent letter in the prescribed format (or as per ICAI norms) confirming: (a) their willingness to accept the appointment, (b) their eligibility and non-disqualification under the Companies Act, and (c) compliance with the maximum audit limit. The consent letter should be addressed to the company and signed by the auditor (or authorized partner in case of an audit firm). This consent letter is mandatory for filing ADT-1 and must be uploaded as an attachment (scanned PDF).

Request the auditor to provide an eligibility certificate (also known as a certificate of non-disqualification) certifying that: (a) they are a practicing Chartered Accountant holding a valid certificate of practice, (b) they are not disqualified under Section 141(3) or any other law, (c) the proposed appointment is in accordance with the limits on maximum number of audits, and (d) they hold a valid peer review certificate (if applicable). This certificate is typically issued on the auditor's letterhead and signed by the auditor. Upload this certificate as an attachment to Form ADT-1.

If appointing the first auditor (within 30 days of incorporation) or filling a casual vacancy (due to resignation, removal, or disqualification of the existing auditor), convene a Board meeting with proper notice (minimum 7 days for Board meetings, unless shorter notice is agreed by all directors). Draft and pass a Board resolution approving the appointment of the auditor, specifying: (a) name of the auditor (individual or firm name), (b) membership number (ICAI membership number), (c) firm registration number (if applicable), (d) remuneration to be paid (fixed or as per separate engagement), (e) tenure of appointment (until the conclusion of the first AGM for first auditors; until the next AGM for casual vacancy fillings). Record this resolution in the Board meeting minutes and obtain signatures of all directors present.

For regular annual appointments or reappointments (for FY 2025-26), the auditor is appointed at the Annual General Meeting (AGM) for FY 2024-25. Include the auditor appointment item on the AGM agenda, along with adoption of accounts, director appointments, dividend declaration (if any), etc. Pass an ordinary resolution at the AGM approving the appointment/reappointment of the auditor for FY 2025-26 and authorizing the Board to fix the remuneration. Record this resolution in the AGM minutes, signed by the chairman of the meeting. For companies following the shorter AGM process (e.g., small private companies), ensure statutory quorum and proper notice requirements are met.

Prepare Form ADT-1 on the MCA portal (www.mca.gov.in) using the company's login credentials (typically via a professional or company secretary). Form ADT-1 requires the following details: (a) CIN of the company, (b) date of Board meeting or AGM where the auditor was appointed, (c) type of appointment (first auditor, reappointment, casual vacancy filling), (d) auditor details (name, membership number, firm registration number, address, email, mobile), (e) tenure of appointment (from date to date), (f) whether appointment is under rotation (Yes/No — applicable for listed companies and certain public companies under Section 139(2)), (g) remuneration or basis of remuneration, (h) date of auditor's consent letter, and (i) attachments: Board/AGM resolution (PDF), auditor consent letter (PDF), auditor eligibility certificate (PDF), and optional: appointment letter or engagement letter (PDF). Ensure all fields are filled accurately — errors in CIN, auditor membership number, or dates can lead to rejection by the MCA system.

Once Form ADT-1 is prepared and reviewed for accuracy, it must be digitally signed by: (a) a director of the company (using their DSC), and (b) the auditor being appointed (using their DSC — individual CA's DSC or authorized partner's DSC for audit firms). Pre-fill the form, attach all required documents (Board/AGM resolution, consent letter, eligibility certificate), and submit the form on the MCA portal. Pay the requisite government fee (₹300 as of FY 2025-26 for standard filing; additional fees may apply for delayed filing). Upon successful submission, MCA generates a Service Request Number (SRN) — save this SRN for tracking the filing status.

The MCA portal processes the ADT-1 e-form, typically on a real-time or same-day basis if all details are correct and the form is filed within the 15-day deadline. If the form is complete and accurate, MCA issues an acknowledgment with the form registration number. This acknowledgment is the official proof of the auditor appointment being registered with the Registrar of Companies. Download and save the acknowledgment (PDF) from the MCA portal for the company's statutory records and for providing to the auditor as confirmation of their appointment.

Following successful ADT-1 filing: (a) Update the Register of Auditors (if maintained manually or in statutory software) with the details of the newly appointed auditor, including name, membership number, firm registration number, date of appointment, tenure, and remuneration. (b) Update the company's internal records, accounting system, and communication lists to reflect the new auditor's contact details for coordination on audit planning, documentation requests, and audit reports. (c) Inform the previous auditor (if any) and obtain handover of audit working papers and any pending matters, as per professional standards and the Companies Act. (d) Communicate the auditor appointment to the company's bankers, lenders, and key stakeholders (especially if there is a change in auditor), as lender agreements may require intimation of auditor changes.

For companies subject to mandatory auditor rotation (listed companies, unlisted public companies with paid-up capital ≥ ₹10 crore or borrowings ≥ ₹50 crore, government companies, and public interest entities), maintain a tracker of auditor tenure to ensure compliance with Section 139(2): an individual auditor can hold office for a maximum of 5 consecutive years, and an audit firm for a maximum of 10 consecutive years (with a cooling-off period before re-appointment). Update this tracker each year when filing ADT-1, and plan for auditor rotation well in advance (6-12 months before the maximum tenure is reached) to allow for smooth transition and handover. Taxvio provides auditor tenure tracking as part of the annual compliance package to help companies avoid last-minute rotation crises.