Auditor Appointment/Removal

Statutory auditor appointment and removal with ROC filing.

Every company appoints its first auditor within thirty days of incorporation and thereafter appoints an auditor at each annual general meeting for a term of five years, filing Form ADT-1 within fifteen days of the appointment. It is easy to treat as routine right up to the point it is missed, at which stage the consequence is not a fee — it is that the company cannot file AOC-4, because there is no audit report to attach, and the ₹100-a-day fee on the annual filings starts running against a company that is unable to fix it.

Who this is for

Auditor management
ADT-1 and ADT-2 filing
AGM coordination
Compliance support

The process

What we actually do

1
We appoint the first auditor within thirty days
By the board, within thirty days of incorporation. If the board does not, the members must within ninety days. This is the deadline new companies miss most, usually because nothing appears to depend on it yet.
2
We file ADT-1 for each appointment
Within fifteen days of the AGM at which the appointment is made, with the auditor's written consent and their certificate of eligibility attached.
3
We check the rotation rules where they apply
Listed companies and companies above the prescribed capital, turnover or borrowing thresholds must rotate — an individual auditor after five years, a firm after ten. Planning the transition beats discovering the term has ended in the middle of an audit.
4
We handle resignation and casual vacancy properly
A resigning auditor files ADT-3 within thirty days. A casual vacancy is filled by the board within thirty days, and where it arose from resignation the members must also approve within three months.
5
We handle removal before term correctly
Removing an auditor before the end of their term requires a special resolution and prior Central Government approval in Form ADT-2, plus a hearing for the auditor. It is deliberately difficult, and treating it as a board decision does not work.

Who this is for

Newly incorporated companies, within thirty days
Companies appointing or reappointing an auditor at the AGM
Companies whose auditor has resigned mid-year, creating a casual vacancy
Companies subject to the rotation requirement, where a term is ending
Companies whose annual filing is blocked because no auditor is in office

How long it takes

Two to three working days for an appointment and the ADT-1 filing. Removal before term runs to several weeks because of the Central Government approval.

If you do nothing

The annual filing cannot be made, because there is no audit report to attach — and the additional fee on AOC-4 and MGT-7 runs at ₹100 a day each while the company is structurally unable to file. This is the specific way a small, dormant, otherwise harmless company accumulates a very large arrear: not by ignoring the filings, but by never appointing the auditor who has to sign them.

The law, in figures

Dates, thresholds and sections

Every figure below carries the provision it comes from, so it can be checked.
What	Figure	Source
First auditor	Appointed by the board within 30 days of incorporation	Section 139(6), Companies Act 2013
Subsequent appointment	At the AGM, for a term of 5 years	Section 139(1), Companies Act 2013
Filing	Form ADT-1 within 15 days of the appointment	Rule 4, Companies (Audit and Auditors) Rules 2014
Rotation	Individual auditor after 5 years, firm after 10, for prescribed classes	Section 139(2), Companies Act 2013
Resignation	Form ADT-3 by the auditor within 30 days	Section 140(2), Companies Act 2013
Removal before term	Special resolution and prior Central Government approval in Form ADT-2	Section 140(1), Companies Act 2013

What usually goes wrong

Missing the thirty-day first-auditor appointment, which nothing appears to depend on until the first AOC-4
Not filing ADT-1, so the appointment is not on the record even though it was validly made
Attempting to remove an auditor by board resolution, without the special resolution and ADT-2 approval
Leaving a casual vacancy unfilled, which leaves the company without an auditor mid-year
Missing a rotation deadline and discovering it partway through an audit

What non-compliance costs

Penalty on the company and every officer in default under section 147 for contravention of section 139
AOC-4 cannot be filed without an audit report, so the ₹100-a-day annual filing fee runs regardless
An audit conducted by someone not validly appointed is open to challenge

These are statutory amounts, not our fees. What we charge depends on your situation and is quoted before any work starts.

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