Sections and Provisions

ADT-1 is required to be filed under Sections 139 and 140 of the Companies Act, 2013, and under Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014. The Relevant provisions of the Companies Act:

Section 139:

(1) Subject to the provisions of this Chapter, every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting and the manner and procedure of selection of auditors by the members of the company at such meeting shall be such as may be prescribed:

Provided that the company shall place the matter relating to such appointment for ratification by members at every annual general meeting: Provided further that before such appointment is made, the written consent of the auditor to such appointment, and a certificate from him or it that the appointment, if made, shall be by the conditions as may be prescribed, shall be obtained from the auditor:

Provided also that the certificate shall also indicate whether the auditor satisfies the criteria provided in section 141.

Provided also that the company shall inform the auditor concerned about his or their appointment and file a notice of such appointment with the Registrar within fifteen days of the meeting in which the auditor is appointed.

Explanation: For this Chapter, “appointment” includes reappointment.

Relevant Rules

Rule 4(2):

Conditions for appointment and notice to Registrar.

(1) The auditor appointed under rule 3 shall submit a certificate that –

(a) The individual or the firm is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder.

(b) The proposed appointment is as per the term provided under the Act.

(c) The proposed appointment is within the limits laid down by or under the authority of the Act.

(d) The list of proceedings against the auditor or audit firm or any partner of the audit firm pending concerning professional matters of conduct, as disclosed in the certificate, is true and correct.

(2) The notice to the Registrar about the appointment of an auditor under the fourth proviso to sub-section (1) of section 139 shall be in Form ADT-1.

Purpose

On appointment/ reappointment of an auditor at the annual general meeting, the company shall file a notice of such appointment/reappointment with the Registrar within fifteen days of the meeting in which the auditor is appointed/reappointed.

Key Information:

The Form is available on the MCA version 2.

ADT-1 form shall be processed in STP mode. 

Documents Required:

The following attachments are mandatory:

• Copy of written consent given by the auditor.

• Copy of resolution passed by the board/shareholders in case the Nature of appointment is other than ‘Auditor appointed by the Tribunal’ or ‘Others’.

• Copy of the order of the Tribunal in case the Nature of appointment is ‘Auditor appointed by the Tribunal’.

The following attachments are mandatory:

• Copy of the intimation sent by the company.

• Copy of the letter of appointment from C&AG

• Optional attachments, if any.

Timeline

ADT-1 shall be filed with the Registrar within fifteen days of the meeting in which the auditor is appointed/reappointed.

Fees

Additional Fees

Key Considerations

• It is compulsory to file Form ADT-1 for the appointment of auditors; however, it is optional for the appointment of the first auditor.

• While filing in ADT-1 we should always consider the tenure of casual vacancy as well to reckon the maximum limits.

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