The Ministry of Corporate Affairs (MCA) has recently introduced New Form ADT-1, raising fresh queries among professionals and companies — particularly about whether ADT-1 needs to be filed for the appointment of the first auditor under Section 139(6) of the Companies Act, 2013.

Under the Act, the Board of Directors is required to appoint the company’s first auditor within 30 days of incorporation. If the Board fails to do so, the responsibility shifts to the members of the company, who must appoint the auditor within 90 days at an extraordinary general meeting (EGM).

Until now, companies were not required to file Form ADT-1 with the ROC for the first auditor’s appointment made by the Board.

However, this position has changed following the Companies (Audit and Auditors) Amendment Rules, 2025, notified by the MCA through G.S.R. 359(E) on 30th May 2025[1], and effective from 14th July 2025.

The revised rules introduced a new version of Form ADT-1, which now specifically includes an option to select:

“First Auditor appointed by the Board/Members”

This has led to an important question in professional circles:

“Do we now need to file Form ADT-1 for the appointment of the first auditor by the Board of Directors under Section 139(6)?”

Let’s break this down and clear up the confusion.

What Is Form ADT-1?

Form ADT-1 is the official form used to inform the Registrar of Companies (ROC) about the appointment of an auditor under Section 139 of the Companies Act, 2013.

Previously, this filing was required only when auditors were appointed by shareholders (members) in an Annual General Meeting under section 139(1). It was not required when the first auditor was appointed by the Board of Directors, which is allowed within 30 days of incorporation under Section 139(6).

What Changed in July 2025?

On 30 May 2025, the MCA released G.S.R. 359(E) which amended the Companies (Audit and Auditors) Amendment Rules, 2025. These rules came into force from 14 July 2025.

Key Changes:

The old Form ADT-1 was replaced with a new version.
In the new ADT-1 form, a new dropdown field labelled “Nature of Appointment” was introduced.
The dropdown includes the following options:
- First Auditor by Board
- First Auditor by Members
- Appointment & Reappointment by CAG
- Appointment & Reappointment in AGM
- Auditor appointed in case of Casual Vacancy
- Others

The inclusion of “First Auditor by Board/Members” is the most important change.

Divergent Views Among Professionals – Is ADT-1 Really Mandatory for First Auditor?

Now, here’s where things get interesting. Even though MCA has updated the ADT-1 form, many professionals are still debating whether filing is not legally mandatory for the first auditor appointed by the Board under Section 139(6).

Let’s break this down in a simple and logical way:

The Argument Made by Professionals

Many experts argue that Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014 has not been amended only new form has been introduced. And that rule clearly states:

“The notice of appointment of the auditor under fourth proviso to sub-section (1) of Section 139 shall be filed in Form ADT-1.”

So, based on this wording, their view is:

ADT-1 is required only when an auditor is appointed under Section 139(1) — which refers to appointment by members in a general meeting.
It does not mention Section 139(6) — which deals with appointment of the first auditor by the Board within 30 days of incorporation.

Therefore, they conclude that ADT-1 should not be mandatory in the case of first auditor appointed by the Board.

But Here’s a Catch — Let’s Talk About Casual Vacancy

Let’s apply the same logic to another scenario: casual vacancy in auditor’s office under Section 139(8).

If we strictly go by Rule 4(2), then:

Casual vacancy appointments are not mentioned either in the Rule.
So technically, Rule 4(2) does not ask for ADT-1 in those cases too.

Yet, in practice — professionals have always filed ADT-1 for such appointments. Why?

Because the old ADT-1 form included this option:

“Appointment due to Casual Vacancy”

And the MCA system required it’s submission for filings related to such appointments.
So even though the rule didn’t mandate it, the form and MCA system made it a default requirement.

That’s how it became mandatory in practice.

The Same Logic Now Applies to First Auditor by Board

In the revised ADT-1 form (effective from 14 July 2025), MCA has added new dropdown options under “Nature of Appointment”:

First Auditor by Board
First Auditor by Members

Earlier, there was no way to select or report first auditor appointments by Board in ADT-1.

But now — the inclusion of this category:

Makes the system technically require the filing
Which in turn, enforces compliance — even if Rule 4(2) isn’t updated

Why This Implies Filing Is Now Mandatory

Aspect	Before Amendment (Pre-14 July 2025)	After Amendment (Post-14 July 2025)
Rule 4(2)	Exempted ADT-1 filing for first auditor appointed by the Board	Still not amended, but overridden via form update
ADT-1 Form	In old Form did not have option to select “First Auditor by Board/Members”	Introduced a new dropdown under nature of appointment “First Auditor appointed by Board/Members.”
System Enforcement	MCA V2 system did not require or allow filing for Board appointment	MCA V3 Portal enforces selection and filing for all appointments
Legal Force via Section 469	Filing requirement relied only on the rule text.	New form notified under Section 469 — now has equal legal weight

Checklist for Filing ADT-1 (Post 14 July 2025)

Step	Action
1	Appoint first auditor by Board within 30 days of incorporation
2	File ADT-1 within 15 days of appointment
3	Select “First Auditor by Board/Members” in the form
4	Attach consent letter, eligibility certificate, Board resolution
5	File on MCA V3 Portal and keep acknowledgment

Summary Table: Before vs After Amendment

Scenario	Before 14 July 2025	After 14 July 2025
First Auditor by Board	Not required	Mandatory
First Auditor by Members	Mandatory	Mandatory
Appointment by CAG	Mandatory	Mandatory

Section 469 of Companies Act, 2013 (Simplified)

Sub-section	What it means
469(1)	Central Government can make rules to implement the Act
469(2)	These rules may include anything required or permitted by the Act
469(3)	Rules must be placed before Parliament for review
469(4)	Past actions under the rules remain valid even if the rules change

This section gives MCA the power to legally bind companies via forms, such as the new ADT-1.

Why Did MCA Say earlier ADT-1 Was Not Mandatory — But Now It Is?

Many people are asking the same question:

“If MCA’s own FAQ says ADT-1 isn’t required for the first auditor, why are we now being told it’s mandatory?”

MCA Was Right Earlier

Before July 2025, the law said that if a company’s first auditor was appointed by the Board of Directors, you didn’t have to file Form ADT-1.

That rule was written under Rule 4(2) of the Audit & Auditors Rules.
Even MCA itself said in its official FAQ (Question No. 35) that filing ADT-1 in such cases was not mandatory.
In fact, if you didn’t have an ADT-1 SRN (acknowledgement number), you could simply enter a dummy number like Z99999999 while filing other forms.

So back then, everything was clear. No filing needed if the first auditor was appointed by the Board.

But Things Changed in July 2025

On 30th May 2025, the Ministry of Corporate Affairs issued a new legal notification — G.S.R. 359(E) — which came into effect from 14th July 2025.

This notification didn’t change the rule’s wording, but it did something equally powerful:

It replaced the ADT-1 form with a new version.

In this new form, MCA added a field called:

“Nature of Appointment”, and one of the options is:
“First Auditor by Board/Members”

But Then Why Does the FAQ Still Say It’s Optional?

Simple reason:

MCA forgot to update the FAQ.

The old FAQ was written before the new ADT-1 form was launched.
So yes — at that time, it was correct.

But now, that FAQ is outdated, and MCA hasn’t removed or revised it yet.

So, What Should You Follow — the FAQ or the New Form?

Source	Latest?	Binding?	What to Do
MCA FAQ	No	No	Don’t rely on it now
New ADT-1 Form	Yes	Yes	Must be filed
MCA V3 Portal[2] System	Yes	Yes	Blocks if not filed
G.S.R. 359(E)	Yes	Yes	It’s the legal update

So even though MCA’s older FAQ still says ADT-1 isn’t needed for the first auditor — that statement is now outdated. The law has moved forward, and the system has changed.

Final Conclusion

“From 14 July 2025, every company must file Form ADT-1 even if the first auditor is appointed by the Board. MCA has made this mandatory by updating the form under its powers granted by Section 469 of the Companies Act.”

“MCA used to say ADT-1 wasn’t required for first auditors appointed by the Board. But with the new form introduced in July 2025, that has changed. Now, filing is mandatory — because the form demands it, and the MCA portal enforces it.”

If you’re incorporating a company after 14 July 2025, make sure you file ADT-1 — no matter who appoints the auditor.

Filing this form on time ensures that your company remains compliant, transparent, and avoids penalties.

Disclaimer:
The views and interpretations expressed in this article are personal and for informational purposes only.

We strongly advise readers to refer to the relevant provisions of the Companies Act, 2013, applicable Rules, and official MCA notifications before taking any action or forming an opinion.

Frequently Asked Questions (FAQs)

1. Is ADT-1 filing mandatory for the first auditor appointed by the Board?

Yes. As per the MCA notification effective from 14 July 2025, the ADT-1 form now requires selection of “First Auditor by Board” — making filing mandatory in practice.

2. What is the due date for filing ADT-1?

ADT-1 must be filed within 15 days of the appointment of the auditor.

3. Has Rule 4(2) been amended to remove the exemption?

No. Rule 4(2) text remains the same, but the mandatory filing requirement is enforced via the revised ADT-1 form, notified under Section 469.

4. What documents are required to be attached with ADT-1?