Form ADT-1 is a crucial e-form filed with the Registrar of Companies (RoC) under the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014. Its primary purpose is to intimate the RoC about the appointment or re-appointment of a company's statutory auditor.

This filing is mandatory for almost all companies, including private limited, public limited, One Person Companies (OPCs), and Section 8 companies (non-profit organizations).

When is ADT-1 Filing Required?

Form ADT-1 needs to be filed in the following scenarios:

1. Appointment of First Auditor (for newly incorporated companies):

   • The Board of Directors must appoint the first auditor within 30 days of the company's incorporation.

   • If the Board fails, members (shareholders) can appoint the first auditor within 90 days at an Extraordinary General Meeting (EGM).

   • Due Date for ADT-1: Within 15 days from the date of the Board Meeting (or EGM) where the first auditor was appointed.

   • Note: While some interpretations suggest ADT-1 is not strictly required for the first auditor, it's considered best practice and often filed to maintain a clear record with the MCA.

2. Appointment/Re-appointment of Subsequent Auditor (for existing companies):

   • Every company, at its Annual General Meeting (AGM), must appoint an auditor who will hold office from the conclusion of that AGM until the conclusion of its sixth AGM. This essentially means the auditor is appointed for a term of 5 years, subject to ratification at each AGM (though the Companies (Amendment) Act, 2017 removed the requirement for annual ratification, the initial 5-year appointment and ADT-1 filing remains for the entire term).

   • Due Date for ADT-1: Within 15 days from the date of the AGM where the auditor was appointed or re-appointed.

3. Appointment of Auditor to fill a Casual Vacancy:

   • If a casual vacancy arises in the office of the auditor (e.g., due to resignation), the Board of Directors must fill the vacancy within 30 days.

   • If the casual vacancy is due to the resignation of an auditor, such appointment must also be approved by the company in a General Meeting within 3 months of the Board's recommendation.

   • Due Date for ADT-1: Within 15 days of the Board meeting (or General Meeting, if applicable) where the appointment was made to fill the casual vacancy.

Key Pre-requisites before Filing ADT-1

Before a company proceeds with filing ADT-1, the following must be in place:

1. Auditor's Written Consent: The proposed auditor (individual or firm) must provide a written consent to act as the auditor of the company.

2. Auditor's Eligibility Certificate: The auditor must provide a certificate stating that:

   • They are eligible for appointment and not disqualified under the Companies Act, 2013, the Chartered Accountants Act, 1949, and rules/regulations thereunder.

   • The proposed appointment is as per the terms provided under the Companies Act, 2013.

   • The proposed appointment is within the limits laid down by or under the authority of the Act (e.g., maximum number of audits).

   • There are no proceedings against the auditor or audit firm pending with respect to professional matters of conduct.

3. Board Resolution/Ordinary Resolution:

   • For the first auditor, a Board Resolution is sufficient.

   • For subsequent auditors, an Ordinary Resolution is passed by shareholders in the AGM.

   • For casual vacancy, a Board Resolution (and sometimes a General Meeting resolution) is required.

ADT-1 Filing Process (Step-by-Step)

The process typically involves the following steps:

1. Obtain Consent & Certificate from Auditor: The company must first obtain the formal consent and eligibility certificate from the auditor it intends to appoint/re-appoint. This is a crucial pre-filing step.

2. Hold Board Meeting / Annual General Meeting (AGM):

   • For First Auditor: Hold a Board Meeting and pass a Board Resolution for the appointment of the first auditor.

   • For Subsequent Auditor: Hold the Annual General Meeting (AGM) and pass an Ordinary Resolution by shareholders for the appointment/re-appointment of the auditor.

   • For Casual Vacancy: Hold a Board Meeting to appoint an auditor to fill the casual vacancy (and a General Meeting if it's due to resignation).

3. Download e-Form ADT-1:

   • Go to the Ministry of Corporate Affairs (MCA) portal: www.mca.gov.in.

   • Navigate to "MCA Services" -> "Company e-Filing" -> "Company Forms Download" -> "Forms related to Audit and Auditors" -> "Form ADT-1".

   • Download the e-Form (it's usually an executable PDF).

4. Fill the e-Form ADT-1:

   • Open the downloaded form.

   • Enter the Corporate Identification Number (CIN) of the company.

   • Fill in details about the company's registered office.

   • Enter the details of the appointed/re-appointed auditor:

     • Category (Individual or Firm)

     • Name of the auditor/firm

     • PAN of the auditor/firm

     • Membership number (for individual CA) or Firm Registration Number (for audit firm)

     • Address and email ID of the auditor/firm

     • Period for which the appointment is made (e.g., 5 years, or till the conclusion of a specific AGM)

     • Date of appointment (date of Board Meeting/AGM/EGM).

     • Details of the previous auditor (if applicable, for subsequent appointments).

   • Select the purpose of filing (e.g., appointment of first auditor, subsequent auditor, filling casual vacancy).

5. Attach Required Documents:

   • Mandatory Attachments:

     • Board Resolution / Ordinary Resolution: Certified true copy of the Board Resolution (for first auditor/casual vacancy) or the Ordinary Resolution passed in the AGM (for subsequent auditor).

     • Written Consent of the Auditor: Copy of the consent letter from the auditor.

     • Auditor's Eligibility Certificate: Copy of the certificate from the auditor that they are not disqualified.

   • Optional Attachments: Minutes of the Board Meeting/AGM.

6. Digital Signature (DSC):

   • Director's DSC: The e-Form must be digitally signed by an authorized director of the company (using their valid DSC registered with MCA).

   • Practicing Professional's DSC: The form must be certified by a practicing Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant (CMA) who will affix their DSC. You will need their membership number and Certificate of Practice (CoP) number.

7. Pre-fill and Check Form:

   • Click the "Pre-fill" button in the form to populate details from the MCA database.

   • Click "Check Form" to validate the form for any errors. Correct any errors identified.

8. Submit the Form:

   • Upload the validated e-Form ADT-1 on the MCA portal.

   • Pay the prescribed government filing fees online (fees vary based on the company's authorized capital, but a standard fee for companies with less than INR 1 lakh share capital is INR 200).

9. SRN Generation & Acknowledgement:

   • Upon successful submission and payment, a Service Request Number (SRN) will be generated. Save this SRN for your records.

   • An email confirmation will typically be sent to the company's registered email ID upon successful filing and processing of the form. ADT-1 forms are generally auto-approved.

Penalties for Non-Filing or Late Filing of ADT-1

Failure to file Form ADT-1 within the prescribed due dates attracts significant penalties:

• Late Filing Fees: Additional fees are levied based on the delay duration. These are generally multiples of the normal filing fees.

  • Up to 30 days delay: 2 times the normal fees.

  • More than 30 to 60 days: 4 times the normal fees.

  • More than 60 to 90 days: 6 times the normal fees.

  • More than 90 to 180 days: 10 times the normal fees.

  • More than 180 days: 12 times the normal fees.

• Company & Officers in Default: In addition to late fees, the company and every officer in default can be liable for penalties under Section 147 of the Companies Act, 2013. The fines can range from INR 25,000 up to INR 5 lakh for the company, and INR 10,000 up to INR 1 lakh for officers in default.

• Legal Consequences: Non-compliance can lead to further legal actions and may impact the company's standing with the RoC.

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