Auditors · Sections 139 and 142 · Form ADT-1

Form ADT-1 — Auditor Appointment, the Due Date and the Five-Year Term

Appointing an auditor is a two-step job: the company appoints, then tells the Registrar on Form ADT-1. The deadline is short, and the five-year term makes people unsure whether they have to file again every year. They do not.

Short answer

Form ADT-1 is due within 15 days of the meeting at which the auditor is appointed (rule 4(2) of the Companies (Audit and Auditors) Rules, 2014). It is filed when an appointment or reappointment is made — that is, at the start of a term — not every year of a continuing term.

The first auditor is appointed by the Board within 30 days of incorporation and holds office until the first annual general meeting. After that, members appoint an auditor at the AGM for five years, until the conclusion of the sixth AGM, and the old requirement to ratify the appointment every year has been removed.

The first auditor

A newly incorporated company does not wait for its first AGM. The Board appoints the first auditor within 30 days of the date of incorporation, and that auditor holds office until the conclusion of the first annual general meeting.

Is ADT-1 filed for the first auditor? Filing it within 15 days of the Board meeting is the usual practice, and the revised form is reported to carry an option for a first auditor (in force from 14 July 2025). But rule 4(2) ties the 15-day filing to an appointment at an annual general meeting, and we found no MCA clarification that settles the first-auditor case; ICSI is reported to have asked for one. The safe course is to file it and keep the date on record.

The five-year term, in practice

From the first AGM onwards the appointment is made by the members. Section 139(1) provides that the auditor holds office from the conclusion of the meeting at which appointed until the conclusion of the sixth annual general meeting, counting the meeting at which the auditor is appointed as the first.

Illustration: an auditor appointed at the AGM held in 2026 audits the financial years from 2026-27 to 2030-31, and the term ends at the conclusion of the AGM held in 2031. Nothing needs to be done in 2027, 2028, 2029 or 2030 to keep the auditor in place.

That is the change worth knowing about. Until the Companies (Amendment) Act, 2017 took effect, the appointment had to be ratified by members at every AGM; the requirement has been removed. If a guide you are reading still tells you to ratify yearly, it predates that change.

Before the appointment, the company must receive the proposed auditor’s written consent and a certificate that the appointment meets the eligibility conditions of section 141.

Form ADT-1: when, who and how often

Due date: within 15 days of the meeting at which the auditor is appointed (rule 4(2)). For an AGM appointment that is 15 days from the AGM.
When it is filed: on every appointment and reappointment. A company that appoints a firm at its 2026 AGM files ADT-1 in 2026. It does not file again in 2027 to confirm a continuing auditor. It files again only when a new term begins, with the same firm or a different one.
Late filing: attracts additional fees under the Companies (Registration Offices and Fees) Rules, 2014.

The filing frequency is the point most guides blur. The sources we read agree that ADT-1 follows each appointment or reappointment event rather than recurring annually; we have not found an MCA circular that says so in terms, so treat it as the settled practice rather than as a quoted rule.

Common mistakes

Filing ADT-1 every year — unnecessary within a continuing term.
Missing the 15-day window after the AGM, because the AGM minutes and the auditor’s paperwork were not ready.
Treating the five-year term as open-ended. It ends at the conclusion of the sixth AGM, and a new appointment, and a new ADT-1, is needed at that point — unless rotation applies and the same auditor cannot be reappointed.
Appointing without the auditor’s written consent and eligibility certificate on file.

What a pending Bill could change

Pending change — not law

The Corporate Laws (Amendment) Bill, 2026 proposes to let the Government exempt classes of companies that meet prescribed conditions from appointing an auditor at all; the Joint Parliamentary Committee recommended limiting that to private companies. It also proposes a new section 132A requiring specified auditors to register with NFRA before appointment. The Bill was introduced in the Lok Sabha on 23 March 2026, the Joint Parliamentary Committee reported on 3 August 2026, and we found no sign of passage as of 1 October 2026. Until it becomes law and rules are made, every company must appoint an auditor and file ADT-1 as above.

Limited liability partnerships

There is no ADT-1 for an LLP. An LLP appoints its auditor under section 34 of the LLP Act and rule 24 of the LLP Rules. See ADT-1 and auditor rotation for an LLP.

FAQ

What is the due date for Form ADT-1?

Within 15 days of the meeting at which the auditor is appointed. For an appointment at the AGM, 15 days from the AGM.

Do we file ADT-1 every year?

No. It is filed on each appointment or reappointment, which in practice means once at the start of a five-year term, not annually.

How long is an auditor appointed for?

Five years — until the conclusion of the sixth annual general meeting, counting the appointing meeting as the first. An auditor appointed at the 2026 AGM holds office until the 2031 AGM ends.

Is yearly ratification of the auditor still needed?

No. The Companies (Amendment) Act, 2017 removed it.

Who appoints the first auditor?

The Board, within 30 days of incorporation. The auditor holds office until the first AGM. Filing ADT-1 for the first auditor is the usual practice, though the rules do not expressly spell it out.

Does a small company file ADT-1?

Yes. Small companies and One Person Companies are excluded from auditor rotation, not from the requirement to appoint an auditor and file ADT-1.

What changes at the end of five years?

A new appointment is made at the AGM — the same auditor, unless rotation applies, or a different one — and ADT-1 is filed again within 15 days.

Does an LLP file ADT-1?

No. ADT-1 is a company form. An LLP appoints its auditor under section 34 of the LLP Act and rule 24 of the LLP Rules.

Sources: Companies Act, 2013, sections 139 and 141; Companies (Audit and Auditors) Rules, 2014, rule 4; Companies (Amendment) Act, 2017 (removal of annual ratification); professional guidance on ADT-1 filing frequency; Corporate Laws (Amendment) Bill, 2026 and the Joint Parliamentary Committee report summary of PRS Legislative Research. Removal and resignation of auditors (sections 140 and the related forms) are outside this page.

Position as at 1 October 2026, based on sections 139 and 141 of the Companies Act, 2013 and rule 4 of the Audit and Auditors Rules, 2014. Guidance, not legal advice.