Auditor appointment timeline
A company's auditor is appointed in three stages: the first auditor by the board, the five-year auditor at the first AGM, and a fresh five-year appointment when the term ends. Each stage has its own deadline. The auditor appointed here carries out the statutory audit of the company's accounts.
| Stage | Who appoints | Deadline | Term | Filing |
|---|---|---|---|---|
| First auditor | Board | Within 30 days of incorporation (s.139(6)) | Until the end of the first AGM | ADT-1 within 15 days of the board meeting (see below) |
| First auditor, if the board misses 30 days | Members at an EGM | Within 90 days of being informed by the board | Until the end of the first AGM | ADT-1 within 15 days of the EGM |
| Five-year auditor | Members at the first AGM, by ordinary resolution | At the first AGM (s.139(1)) | Until the end of the sixth AGM | ADT-1 within 15 days of the AGM |
| Reappointment at end of term | Members at the AGM | At the AGM where the term ends | A further five years, subject to rotation limits | ADT-1 within 15 days of the AGM |
| Casual vacancy | Board, and members if caused by resignation | Board within 30 days; members within 3 months of the board's recommendation (s.139(8)) | Until the next AGM | ADT-1 for the new appointment |
Since 7 May 2018, the appointment does not need to be ratified at every AGM. If an AGM fails to appoint or reappoint anyone, the existing auditor continues (s.139(10)).
First auditor and ADT-1. Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014 ties ADT-1 to the meeting in which the auditor is appointed. In practice, companies file ADT-1 for the first auditor within 15 days of the board meeting, and we do so for our clients, so the MCA record shows the auditor from the start.
Who can be appointed, and the rotation limits
The auditor must be a practising chartered accountant or a firm (including an LLP) of chartered accountants, and must not be disqualified under section 141. Before appointment, the auditor gives written consent and a certificate that the appointment meets the section 141 criteria.
Some companies must rotate their auditor under section 139(2) and Rule 5.
| Company | Rotation applies? |
|---|---|
| Listed company | Yes |
| Unlisted public company with paid-up capital of ₹10 crore or more | Yes |
| Private company with paid-up capital of ₹50 crore or more | Yes |
| Any company with public borrowings from banks, financial institutions or public deposits of ₹50 crore or more | Yes |
| Small company or one person company | No |
Where rotation applies, an individual auditor can serve one term of five consecutive years and an audit firm two terms of five consecutive years. After that, a five-year cooling-off period applies before the same auditor can be appointed again.
A company is a small company if its paid-up capital is not more than ₹10 crore and its turnover is not more than ₹100 crore (limits from 1 December 2025). Government companies have their auditors appointed by the Comptroller and Auditor-General of India (s.139(5) and (7)).
How the work runs
- Route check. First auditor, five-year appointment, reappointment or casual vacancy.
- Consent and certificate. We collect the auditor's written consent and the section 141 eligibility certificate.
- Resolution. Board or member resolution drafted, and the appointment letter issued.
- Filing. ADT-1 filed within 15 days of the meeting.
We check the auditor's consent and certificate against the resolution before filing.
Forms and documents
ADT-1 is the only MCA form. The consent, certificate and resolution are attachments and records.
| Document or form | What it is | From whom | When |
|---|---|---|---|
| Written consent | Auditor agrees to act | Proposed auditor | Before appointment |
| Eligibility certificate | Appointment meets section 141 criteria and limits | Proposed auditor | Before appointment |
| Board resolution | First auditor, or casual vacancy | Board | Within 30 days of incorporation or vacancy |
| AGM or EGM resolution | Five-year appointment, or approval of a casual vacancy from resignation | Members | At the meeting |
| Appointment letter | Company informs the auditor | Company | After the meeting |
| ADT-1 | Notice of appointment to the Registrar | Company | Within 15 days of the meeting |
Auditor appointment fees
Our professional fee for an auditor appointment and ADT-1 is ₹999. The MCA fee for ADT-1 depends on your authorised capital.
Professional fee
| Service | Regikart fee |
|---|---|
| Auditor appointment: resolution drafts, appointment letter and ADT-1 filing | ₹999 |
| Change of auditor (resignation, removal, casual vacancy) | ₹999 (see change in auditor) |
This is the fee for the secretarial filing. The audit itself is a separate engagement with the auditor.
Government fee (ADT-1, by authorised capital)
| Authorised share capital | Normal fee |
|---|---|
| Less than ₹1,00,000 | ₹200 |
| ₹1,00,000 to less than ₹5,00,000 | ₹300 |
| ₹5,00,000 to less than ₹25,00,000 | ₹400 |
| ₹25,00,000 to less than ₹1,00,00,000 | ₹500 |
| ₹1,00,00,000 and above | ₹600 |
| Company without share capital | ₹200 |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
If ADT-1 is filed late
ADT-1 has no per-day fee. Its additional fee is a multiple of the normal fee, by slab of delay.
| Delay after the 15-day due date | Additional fee |
|---|---|
| Up to 15 days | 1 × normal fee |
| More than 15 and up to 30 days | 2 × normal fee |
| More than 30 and up to 60 days | 4 × normal fee |
| More than 60 and up to 90 days | 6 × normal fee |
| More than 90 and up to 180 days | 10 × normal fee |
| More than 180 days | 12 × normal fee |
ADT-1 is often filed with the annual filings. AOC-4 and MGT-7 carry ₹100 per day when late, so the costlier delays are usually there. See annual ROC filing.
Mistakes we see
Auditor problems usually start at incorporation.
- No first auditor within 30 days. The board must then inform members, who appoint within 90 days. We see companies reach the first AGM with no auditor at all.
- Missing consent or certificate. ADT-1 cannot be filed without them.
- Treating the five-year term as yearly. No ratification is needed each year; do not file ADT-1 every year for the same term.
- Ignoring rotation after growth. A private company that crosses ₹50 crore paid-up capital moves into rotation.
Not sure which route applies? Send us your incorporation date or last AGM date and a CS will tell you.