For years, a significant ambiguity existed in the Indian corporate compliance landscape: Was it mandatory to file Form ADT-1 when the Board of Directors appointed the First Auditor? Historically, most professionals relied on Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014, which referenced only Section 139(1) — auditors appointed at the AGM — and not Section 139(6), which governs the first auditor. As a result, the ADT-1 filing for the first auditor was widely treated as optional, though it was considered a best practice. MCA’s own FAQ (Question No. 35) had previously confirmed this position.
What is the New Mandate Under G.S.R. 359(E)?
The core of this update lies in the MCA notification titled the Companies (Audit and Auditors) Amendment Rules, 2025. As per Notification G.S.R. 359(E), the MCA has substituted the Annexure to the Companies (Audit and Auditors) Rules, 2014, replacing all four ADT forms. The revised Form ADT-1 introduces a “Nature of Appointment” field requiring companies to select from options including First Auditor appointment by the Board, by Members at EGM, or by the C&AG for government companies.
What This Means for Entrepreneurs:
Previously, since Rule 4(2) didn’t mandate ADT-1 for first auditors, many companies skipped this filing. Now, while the text of Rule 4(2) itself has not been amended, the MCA has used its powers under Section 469 of the Companies Act, 2013 — which empowers the Central Government to prescribe forms — to introduce a revised form that effectively mandates reporting. You can no longer just keep the Board Resolution in your files; you must upload it to the MCA portal through Form ADT-1.
What Does the Law Say About First Auditors? (Section 139(6))
To understand this change, we must look at the foundation of auditor appointment in the Companies Act. As per Section 139(6) of the Companies Act, 2013:
When you incorporate a new company, your Board of Directors has exactly 30 days to hold a meeting and appoint a Chartered Accountant (CA) as the first auditor. If the Board fails, the members must appoint the auditor within 90 days at an EGM within 90 days.
| Parameter | Before July 14, 2025 | After July 14, 2025 |
|---|---|---|
| ADT-1 for First Auditor | Not mandatory (best practice only) | Effectively mandatory via revised form |
| Filing Requirement | Board Resolution kept internally | Board Resolution + ADT-1 filed with ROC |
| MCA System Expectation | No system check for the first auditor, ADT-1 | MCA V3 portal expects ADT-1 filing |
| Legal Basis | Rule 4(2) referenced only Sec 139(1) | Revised Form under Section 469 powers |
What is the Deadline to File ADT-1 for a First Auditor? 📅
The Deadline: Form ADT-1 must be filed with the ROC within 15 days of the Board Meeting where the auditor is appointed. The effective outer limit is therefore 45 days from incorporation (30 days for appointment + 15 days for filing).
Example Scenario:
| No | Event | Date |
|---|---|---|
| 1 | Date of Incorporation | August 1, 2025 |
| 2 | Last Date to Appoint Auditor (30 Days) | August 30, 2025 |
| 3 | Actual Board Meeting Date (Auditor Appointed) | August 20, 2025 |
| 4 | Deadline to File ADT-1 | September 4, 2025 (15 days from Aug 20) |
💡 Note: The 15-day clock starts from the date of the Board Meeting, not the date of incorporation. Planning your Board Meeting earlier gives you a longer filing window.
What Are the Penalties for Non-Compliance? 📉
Ignoring this new mandate is risky. Since the MCA V3 system now expects this form, failure to file will likely flag your company as non-compliant in the MCA master data.
Late Filing Fees: If Form ADT-1 is not filed within 15 days, additional fees apply under the Companies (Registration Offices and Fees) Rules, 2014, following a multiplier-based structure:
| No | Delay Period | Additional Fee Multiplier |
|---|---|---|
| 1 | Up to 30 days | 2 times the normal filing fee |
| 2 | 31 to 60 days | 4 times the normal filing fee |
| 3 | 61 to 90 days | 6 times the normal filing fee |
| 4 | 91 to 180 days | 10 times the normal filing fee |
| 5 | Beyond 180 days | 12 times the normal filing fee |
Penal Provisions Under Section 147 of the Companies Act, 2013:
If a company fails to comply with Section 139 provisions, the company faces a fine ranging from ₹25,000 to ₹5,00,000, and every officer in default faces a fine from ₹10,000 to ₹1,00,000 (as amended by the Companies (Amendment) Act, 2020).
⚠️ Practical Warning: Without a valid ADT-1 SRN, you may face technical blocks when filing annual returns (MGT-7) or financial statements (AOC-4) later in the year.
Conclusion
The Companies (Audit and Auditors) Amendment Rules, 2025, have clarified the long-debated question of ADT-1 filing for first auditors. While Rule 4(2) has not been formally amended, the revised Form ADT-1 — with explicit dropdown options for first auditor appointments, notified under Section 469 — has effectively made this filing mandatory. If you incorporated your company on or after July 14, 2025, treatthe ADT-1 filing as a non-negotiable requirement. Appoint your First Auditor within 30 days of incorporation and file Form ADT-1 within the subsequent 15 days. Staying compliant from Day 1 is the best way to protect your business.
FAQ’s
Is Form ADT-1 mandatory for the First Auditor if appointed by the Board?
What is the due date for filing ADT-1 for the First Auditor?
What happens if ADT-1 is not filed for the First Auditor?
Can ADT-1 be filed if the company was incorporated before July 2025?
Disclaimer: This article is for informational purposes only and does not constitute legal advice. Consult your Company Secretary or Chartered Accountant for compliance guidance specific to your circumstances.
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