CA Pratik Anand

Now that 30th September is over most of the companies would have convened the AGM for the FY 2013-14.

Appointment of auditors is an ordinary business to be convened at the AGM.

As per section 139(1) of the Companies Act ‘2013, the company has to inform the auditor of his appointment within 15 days of the meeting in which he is appointed as an auditor.

The Company has to also inform the Registrar of Companies of the appointment within fifteen days of the meeting in which the auditor is appointed.

Explanation to Section 139 says that the appointment includes reappointment. Therefore, the Company has to inform the Registrar within 15 days of the meeting in which auditor is appointed whether it is appointment of first auditor or reappointment of auditor.

Since the last date for conducting the AGM for most companies was 30th September’2014 and the auditors would have been appointed in the AGM, therefore the notice of appointment of auditors is to be filed with the Registrar by the 15th October’2014.

The notice of appointment of auditor is to be filed with the Registrar in Form ADT-1 as per the Companies (Audit and Auditors) Rules’2014.

As of now there is no e-form available for filing Form ADT-1 with the Registrar. The physical copy of the form duly filled up and signed on behalf of the company by the authorised person has to be scanned and attached with the e-form GNL-2 and filed with the Registrar of Companies.

The Basic information needed for filing the form ADT-1 for notice of appointment of auditors is:

1.(a) Corporate identity number (CIN) or foreign company registration  number (FCRN) of the company

(b) Global Location Number (GLN) of company

2. (a) Name of the company:

(b) Address of the registered office or of the principal place of business  in India of the company:

(c) E-mail ID of the company

3. Date of meeting at which the auditor appointed _____________

4. Category of Auditor- Individual or Firm

5. (a) Income Tax PAN of Auditor or auditor’s firm

(b) Name of the Auditor or Auditor’s firm

(c) Membership Number of Auditor or auditor’s firm’s registration number

(d) Address of the Auditor or auditor’s firm

(e) City

(f) State

(g) Pin code

(h) Email id of the auditor or auditor’s firm.

The Company also has to pass a Board Resolution in order to authorize a person to sign and submit the form ADT-1 with the registrar. The date and the number of resolution authorising a person to sign and submit the form is to be mentioned in the e-form.

Before the appointment of auditor, a written consent has to be taken from the auditor of his willingness to be appointed as auditor.

Also as per Rule 4 of the Companies (Audit and Auditors) Rules’2014, before appointment the company has to obtain from the auditor a certificate that:

(a) the individual or the firm, as the case may be, is eligible for appointment and is not  disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder;

(b) the proposed appointment is as per the term provided under the Act;

(c) the proposed appointment is within the limits laid down by or under the authority of the Act;

(d) the list of proceedings against the auditor or audit firm or any partner of the audit firm pending with respect to professional matters of conduct, as disclosed in the certificate, is true and correct.

The form ADT-1 has to be filed within 15 days of the meeting in which the auditors is appointed. Filing form ADT-1 after 15 days of appointment would attract late fee.

Other points to be noted:

As per Section 139 of Companies Act, 2013 every Company is required to file form with Registrar of Companies intimating re-appointment of Auditor. Attached herewith format of following documents for your reference:

a) Certificate from the Auditors u/s 139 of Companies Act, which should be dated on or before issue of Notice of AGM Download

b) Auditors Appointment letter which should be dated on or after date of AGM Download

c) AGM Resolution to be dated as on date of AGM Download

d) Form ADT-1 which should be dated on or after date of AGM Download

As per Section 139 of the Act, read with Rule 5 of Companies (Audit and Auditors) Rules, 2014, the auditor who has already been auditor for five consecutive years (two terms of five consecutive years in case of firm) would be re-appointed for 3 years in following cases:

a) Listed Companies or

b) Unlisted Public Companies having paid up capital of Rs. 10 Crores or more or

c) Private Companies having paid up capital of Rs. 20 Crores or more or

d) Companies having public borrowings from Banks, Public Financial Institutions or Public Deposits of Rs. 50 Crores or more.

The re-appointment term shall be 5 years in other cases.

The AGM resolution shall contain 2017 in case re-appointment is for 3 years and 2019 in case re-appointment is for 5 years.

Kindly note that Form is to be filed with Registrar of Companies within 15 days of AGM after which there would be penalty. 

Also note that under the old Act the responsibility of filing the form was on the Auditor and under the new Companies Act, 2013 the responsibility of filing the form is on the Company.

Hope you find the above information relevant and useful in your daily practice+

(Article was first Published on 02.10.2014 and republished with some additional inputs on 08.10.2014)

(The author is a CA in practice at Delhi and can be contacted at: E-mail: capratikanand@gmail.com, Mobile: +91-9953199493)

Author Bio

Qualification: CA in Practice
Company: Pratik & Associates
Location: New Delhi, New Delhi, IN
Member Since: 10 Jun 2017 | Total Posts: 54
Pratik Anand is the founder of youronlinefilings.com, an online startup for business registrations, annual business compliance services, Tax filings, book keeping, legal consultancy etc. He is a Chartered accountant by profession and has special flair and expertise in the area of direct Taxation. H View Full Profile

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54 Comments

  1. Khyati says:

    IF WE APPOINT AUDITOR FOR 5 YEARS IN AGM BUT IN FORM ADT 1 TENURE OF APPOINTMENT IS WROTE ONLY FOR 1 YEAR.
    THEN FORM ADT 1 VALID FOR 1 YEAR OR FOR 5 YEAR.
    IS NEED TO FILE ADT 1 ,NEXT YEAR FOR 4 YEARS WITH ADDITIONAL FEES OR NOT
    PLS REPLY ITS URGENT

  2. गजेंद्र यादव says:

    7 जनवरी 2019 को 4.55 कंपनी का निगमन हुआ
    सी। ए की नियुक्त कितने दिनो एमई होना आवश्यक है जिससे
    लेट फीश एसई बीएसीएचए जाए

  3. Abhinav kumar says:

    Hello sir mujhe ye jana hai ki meri opc co. Wo Sept. 2016 ka enrollment hai tho us 17 -18 a.y mein humne Form Adt 1 nahi file kiya tha kyun ki wo mandatory nahi tha aab 18-19 A.y. mein kaab file karenge or AGM date kon sa hoga 17-18 a.y ka ya 18-19 a.y. ka plz rply .
    Regards
    Abhinav kumar.
    Thank you

  4. PINKI says:

    IF WE APPOINT AUDITOR FOR 5 YEARS IN AGM BUT IN FORM ADT 1 TENURE OF APPOINTMENT IS WROTE ONLY FOR 1 YEAR.
    THEN FORM ADT 1 VALID FOR 1 YEAR OR FOR 5 YEAR.
    IS NEED TO FILE ADT 1 ,NEXT YEAR FOR 4 YEARS.
    PLS REPLY ITS URGENT

  5. KAILASH.R says:

    As per the recent notification Companies(Audit and Auditors) second amendment rules 2017,with regard to rotation of auditors,for private limited company having a paid up share capital of 50 crore or more,the rotation of auditors is applicable pursuant to section 139(2) of the companies act 2013.Earlier the threshold limit was rupees 20 crore.This amendment is effective from 22nd june 2017.

  6. Rani Soni says:

    for appointment of auditor due of casual vacancy arising due to death of the previous auditor, do we need to file form ADT-1 for the appointment of the new auditor?

    1. CS BHUPENDRA says:

      Sir,
      i submit default AOC-4.so i want to revise this form.but AoC-4 also approve on MCA.
      can you suggest me. how i do revise this form.

      Thanks & regard

      CS BHUPENDRA

  7. Puttaraju S says:

    should Form ADT -1 be filed every year or just once? because at the time first filing, term of the auditor was indicated as 5 years.

  8. RABINDRA GUPTA says:

    What is when a casual vacancy happened and a new auditor is required to be appointed. However, retiring auditor only give notice of reason for vacancy but did not file ADT-3 form. So when Company file GNL-2 along with ADT-1 (for new Auditor appointment) what to write about SRN number column of ADT-3? As there is no ADT-3 return filed by retired auditor we do not have SRN of ADT-3. Kindly resolve the matter ASAP I will be obliqued.

  9. Sujit K Swain says:

    Pls help, I had my co. From 02/12/2015 as the co act 2013,till date we have not filling auditor appointment. My cs says that it will done against a penality of approx 4,000/-, is this true or not?

  10. Pavan says:

    Can i check online if the appointment of auditor is done? we have had to change the auditor midway due to various issues and hence needed this clarification. Thanks in advance.

    Warm Regards

  11. Dhamendra Sharma says:

    As per section 139(1) fourth proviso says that appointment include re- appointment its mean appointment of auditor other then retiring auditor so no need to file ADT-1 for appointment of first auditor.

  12. parkash says:

    If we appoint auditor for a period of five years in AGM of 2014 then also it is required to file form ADT 1 every year or 1 form is sufficient for five years. –

  13. parkash says:

    If we appoint auditor for a period of five years in AGM of 2014 then also it is required to file form ADT 1 every year or 1 form is sufficient for five years.

  14. Shravan Patel says:

    If the company fails to submit form ADT-1 to ROC in their second AGM and consequently for next AGM the auditor being appointed abd form ADT-1 is filed within 30 days with ROC. what will be the consequence of not filing of ADT-1 while appointment of auditor for first time(i.e second AGM)

  15. bijal says:

    Sir, as per section 139 (6) first auditor is appointed by board within 30 days of incorporation and if board is failed to appoint then powers are shifted to shareholders to appoint auditor within 90 days…

    What are the provisions if board and shareholders, both are failed to appoint first auditor within stipulated time period?the the boardboard??

  16. arun says:

    If we appoint auditor for a period of five years in AGM of 2014 then also it is required to file form ADT 1 every year or 1 form is sufficient for five years.

  17. Akhil says:

    If Auditor is appointed in casual vacancy and previous auditor doesnot file ADT-3 what will do because SRN for ADT-3 is compulsory field in ADT-1

  18. CA MANISH KUMAR KOTHARI says:

    Section 139 (1) states the appointment of auditor is in First Annual General Meeting so there is a flaw in the language because most of the existing companies incorporated before 2012 did not hold their First AGM .It may be 14th ,19th,27th or so on. So in my opinion there is no need to file ADT-1 because that pertains only to First Annual General Meeting of the Company incorporated after 2013.

  19. Shiva says:

    ADT -1 wef from 20/10/14 has to be filed independentely and not as an attachment to GNL-2. This message appears on the MCA site. So this article needs to be modified accordingly

  20. B.Chackrapani Warrier says:

    @ P. Anand Ji

    Read the writing. Thanks for the compilation. Belated filing of ADT-1 attracts ‘additional filing fee’ and not penalty. Request to correct in next updation.

    @ Ankita Ji

    e-form 23B is for cases covered before 1-4-2014 ie for belated filing relating to financial years up tp 2013-2014..

  21. jyoti says:

    If we appoint auditor for a period of five years in AGM of 2014 then also it is required to file form ADT 1 every year or 1 form is sufficient for five years.

  22. rahul samonta says:

    Does Section 139 applies to small companies having share capital of 20 lakhs,if yes what is the penalty if filed after 15th of oct in ROC

  23. ankita says:

    thank you for the valuable suggestion prateeek.
    but I also want to know that why is the old form i.e. FORM23B available on MCA for auditor appointment,when we have to file GNL-2 this time.

  24. Bhakti Dedhia says:

    Dear Sir,

    I appreciate your efforts, however would suggest following alteration in the AGM Resolution.

    FOLLOWING ADDITIONAL PARAGRAPH IN THE AGM RESOLUTION AT THE END SHOULD BE ADDED TO AVOID FURTHER RESOLUTION, AUTHORISING DIRECTOR TO GIVE EFFECT TO THE FORM ADT 1

    ” RESOLVED FURTHER THAT Mr _________________, Director of the company be and is hereby authorised to do sign/digitally sign all such necessary e-forms and returns as may be required under the Companies Act, 2013 and rules made there under and amended time to time for giving effect to the aforesaid resolution.”

    Regards,
    Bhakti Dedhia
    CA, CS, DISA
    Mumbai
    Phn: 9820330903
    cabhaktidedhia@gmail.com

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