Revised Form ADT-1 Covers First Auditor from 14 July 2025, but Filing Not Mandatory

Summary: The Ministry of Corporate Affairs (MCA), through the Companies (Audit and Auditors) Amendment Rules, 2025, has substituted Forms ADT-1, ADT-2, ADT-3 and ADT-4 with effect from 14 July 2025. The revised Form ADT-1 specifically provides an option for reporting appointment of the first auditor by the Board of Directors, members or C&AG. However, Rule 4(2) continues to refer to appointment of auditors under the fourth proviso to Section 139(1) and has not been amended to expressly cover first-auditor appointments under Section 139(6) or Section 139(7). MCA’s FAQ No. 35 also recognises that Rule 4(2) refers to Section 139(1), not Section 139(6), while recommending that companies file ADT-1 even for the first auditor. Where an ADT-1 SRN is unavailable, MCA permits “Z99999999” to be entered in Form AOC-4. Accordingly, filing ADT-1 for a first auditor may presently be treated as recommended or prudent compliance rather than an express statutory mandate under Section 139(6).

Revised ADT-1 and Companies (Audit and Auditors) Amendment Rules, 2025

The Ministry of Corporate Affairs (MCA), through the Companies (Audit and Auditors) Amendment Rules, 2025, has substituted Forms ADT-1, ADT-2, ADT-3 and ADT-4 under the Companies (Audit and Auditors) Rules, 2014. The revised Form ADT-1 specifically provides an option for reporting the appointment of the first auditor by the Board of Directors, members or C&AG. However, the amendment does not amend Rule 4(2) to expressly make filing of ADT-1 mandatory for appointment of the first auditor under Section 139(6) of the Companies Act, 2013.

The Companies (Audit and Auditors) Amendment Rules, 2025 were notified on 30 May 2025 vide G.S.R. 359(E) and came into force from 14 July 2025. Among other changes, the notification substituted the existing Forms ADT-1, ADT-2, ADT-3 and ADT-4 with revised forms.

Key Change: Revised Form ADT-1 Covers First Auditor Appointment

Under Section 139(6) of the Companies Act, 2013, the first auditor of a company, other than a Government company, is required to be appointed by the Board of Directors within 30 days from the date of registration of the company. In case of failure of the Board, the members are required to appoint the first auditor within 90 days at an extraordinary general meeting.

The first auditor of a Government company or a company owned or controlled, directly or indirectly, by the Central Government, State Government(s), or jointly by them is separately governed by Section 139(7), under which the Comptroller and Auditor-General of India appoints the first auditor within the prescribed period.

The statutory requirement for filing Form ADT-1 emanates from the fourth proviso to Section 139(1) read with Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014. Rule 4(2) provides that the notice to the Registrar about appointment of auditor under the fourth proviso to Section 139(1) shall be in Form ADT-1.

There is no corresponding requirement under Section 139(6) expressly requiring a company to intimate the Registrar through Form ADT-1 upon appointment of its first auditor.

However, the revised Form ADT-1 notified through G.S.R. 359(E), effective from 14 July 2025, specifically includes under the field “Nature of appointment” the option “First auditor by Board of directors/members/C&AG”.

The inclusion of this option enables companies to report the appointment of a first auditor through Form ADT-1. Nevertheless, the notification substituted the form without correspondingly amending Rule 4(2) to extend the mandatory filing requirement to appointments under Section 139(6) or Section 139(7).

MCA Clarification on ADT-1 Filing for First Auditor

MCA subsequently addressed the issue in its FAQs relating to the final set of forms effective from 14 July 2025.

FAQ No. 35 specifically deals with the position where ADT-1 has not been filed for the first auditor and an ADT-1 SRN is therefore unavailable for filing Form AOC-4.

MCA clarified that Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014 refers to Section 139(1), relating to appointment of auditors, and not Section 139(6), relating to appointment of the first auditor. MCA nevertheless recommended that companies file Form ADT-1 even for appointment of the first auditor.

Where an ADT-1 SRN is not available for the first auditor, MCA has permitted the entry of “Z99999999” as the SRN in Form AOC-4.

Applicability from 14 July 2025

• The Companies (Audit and Auditors) Amendment Rules, 2025 were notified on 30 May 2025.
• The amendment came into force on 14 July 2025.
• The revised Form ADT-1 specifically accommodates appointment of the first auditor.
• Rule 4(2), however, continues to refer to the appointment of an auditor under the fourth proviso to Section 139(1).
• MCA has recommended filing ADT-1 for appointment of the first auditor, but has not stated in its FAQ that such filing is mandatory under Section 139(6).

Practical Compliance Position

Although filing Form ADT-1 for the first auditor is not expressly mandated by Section 139(6) read with Rule 4(2), companies may consider filing the form as a prudent compliance practice, particularly since the revised statutory form expressly facilitates reporting of such appointments and MCA itself recommends the filing.

Accordingly, professionals may include voluntary filing of ADT-1 for the first auditor in post-incorporation compliance checklists while appropriately distinguishing such recommended filing from a filing expressly mandated by Rule 4(2).

Why This Update Matters

The revised Form ADT-1 creates a specific mechanism for reporting first-auditor appointments and therefore removes the earlier practical limitation in the form itself. However, the introduction of a field in the prescribed form should not automatically be equated with creation of a substantive mandatory filing requirement where the governing Rule continues to refer specifically to Section 139(1).

The distinction is important because treating the filing as statutorily mandatory could also raise questions regarding the prescribed filing period and consequences of delayed or non-filing where no corresponding amendment has been made to Section 139(6) or Rule 4(2).

Conclusion

With effect from 14 July 2025, the revised Form ADT-1 specifically enables reporting of appointment of the first auditor by the Board of Directors, members or C&AG. However, the Companies (Audit and Auditors) Amendment Rules, 2025 do not amend Rule 4(2) to expressly make ADT-1 mandatory for the appointment of the first auditor under Section 139(6).

MCA’s subsequent FAQ also recognises that Rule 4(2) refers to Section 139(1) and not Section 139(6), while recommending that companies file ADT-1 even for the first auditor. Therefore, ADT-1 filing for the first auditor should presently be described as recommended or prudent compliance rather than as an express statutory mandate under Section 139(6).