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Company Law · ROCADT-1 auditor appointment: applicability, timing and filing
Every company must have a statutory auditor from its first month. The first auditor is appointed by the board within 30 days; subsequent auditors at the AGM for five years, with ADT-1 filed within 15 days. Here is how it works.
Section 139 of the Companies Act, 2013 governs appointment of statutory auditors, and Rule 4 of the Companies (Audit and Auditors) Rules, 2014 requires filing Form ADT-1 with the ROC.
Types of appointment
| Appointment | By whom | When | Term |
|---|---|---|---|
| First auditor | Board | Within 30 days of incorporation (else members within 90 days) | Till conclusion of first AGM |
| Subsequent auditor | Members at AGM | At the AGM | 5 years (from that AGM to the 6th AGM) |
| Casual vacancy (not resignation) | Board | Within 30 days | Till next AGM |
| Casual vacancy due to resignation | Board, approved by members within 3 months | Within 30 days | Till next AGM |
Eligibility checks
Before appointment, obtain from the auditor: - Written consent to act; - Certificate of eligibility under Section 141 (not disqualified, within limits on number of audits – 20 companies per partner, excluding OPCs, small companies and private companies with paid-up capital below ₹100 crore); - Confirmation of no conflict of interest.
Filing ADT-1
- Within 15 days of the meeting.
- Attach: copy of board/members' resolution, consent and eligibility certificate, intimation letter to auditor.
- Fee as per company's capital; additional fees for delay.
Worked example: new company
Example: Taxbyte Solutions Pvt Ltd was incorporated on 5 May 2026.
| Event | Date |
|---|---|
| Incorporation | 5 May 2026 |
| Board appoints first auditor (within 30 days) | 1 June 2026 |
| ADT-1 filed (within 15 days, as practice) | By 16 June 2026 |
| First AGM (for FY 2026-27; within 9 months of FY end for first AGM) | By 31 December 2027 |
| Auditor appointed for 5 years at first AGM | At that AGM |
| ADT-1 for 5-year appointment | Within 15 days of AGM |
Worked example: Section 8 company
A Section 8 (charitable) company follows the same process. Where the first auditor's term ended at the first AGM and the company did not formally appoint for five years, it must appoint at the next AGM and file ADT-1; in the meantime, the existing auditor may be deemed to continue under Section 139(10). Clarify the position and regularise at the earliest – ROC filing of AOC-4 requires auditor details.
Resignation and removal
- Resigning auditor files ADT-3 within 30 days with reasons.
- Removal before expiry needs a special resolution and Central Government approval (ADT-2).
- Company fills the casual vacancy and files ADT-1.
Penalties
Default in appointment provisions can attract penalties on the company and officers in default under Section 147 (now largely civil penalties after decriminalisation), plus additional filing fees for late ADT-1.
Common mistakes
- Not appointing the first auditor within 30 days.
- Forgetting ADT-1 after the AGM appointment.
- Appointing an auditor beyond the audit limit.
- Ratification confusion – annual ratification was removed from 7 May 2018; no annual ADT-1 is needed for ratification.
Key takeaway
Appoint the first auditor within 30 days of incorporation and the regular auditor at the AGM for five years, filing ADT-1 within 15 days each time. Our company compliance team handles auditor appointments, ADT filings and AGMs.
Official references
Provisions discussed (summaries in our Law Library):
- Companies Act, 2013 – Section 139: Appointment of auditor
Official sources to verify the current text, notifications and circulars:
Frequently asked questions
When must the first auditor be appointed?
By the board of directors within 30 days of incorporation. If the board fails, the members must appoint at an extraordinary general meeting within 90 days.
When is ADT-1 due?
Within 15 days of the meeting in which the auditor is appointed (usually the AGM).
Is ADT-1 required for the first auditor?
The rule requires ADT-1 within 15 days of the meeting at which the auditor is appointed. Filing ADT-1 for the first auditor appointed by the board is common practice and the safer course.
Does a private company need auditor rotation?
Rotation applies to listed companies and specified classes (e.g. unlisted public companies with paid-up capital of ₹10 crore or more; private companies with paid-up capital of ₹50 crore or more or borrowings above ₹50 crore). Small private companies are not covered.
Can the same auditor be reappointed after five years?
For companies not covered by rotation, yes, for another term. For covered companies, an individual auditor can serve one term and a firm two terms, with a cooling-off period.
Is ADT-1 required when an auditor is reappointed?
Yes. Each appointment for a term, including reappointment, is intimated through ADT-1.
Can a director's relative be the auditor?
No. Section 141 disqualifies auditors with specified relationships or interests in the company.
This article is general information on the law as on 10 November 2026, written for educational purposes. It is not professional advice for your case. Section numbers under the Income-tax Act, 2025 should be confirmed with the official section mapping on the Income Tax Department website before use in filings.
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