Form ADT-1 Filing in Case of Casual Vacancy

When a company experiences a casual vacancy in the position of its statutory auditor due to resignation, disqualification, death, or any other unforeseen reason, it is legally required to fill the vacancy promptly. The Companies Act, 2013 mandates that any such appointment be reported to the Registrar of Companies (ROC) through Form ADT-1. This page explores everything a company needs to know about Form ADT-1 filing in case of a casual vacancy, including applicability, due dates, process, penalties, and compliance steps.

What is a Casual Vacancy in an Auditor Appointment?

A casual vacancy refers to an unexpected vacancy in the office of the auditor during their term of service. This can arise due to:

• Resignation by the auditor
• Death of the auditor
• Disqualification under Section 141 of the Companies Act, 2013
• Ineligibility due to breach of audit limits
• Removal by shareholders through a resolution

 As per Section 139(8) of the Companies Act, 2013: 

• If the auditor resigns, the Board of Directors shall appoint a new auditor within 30 days. 
• However, if the company is a listed entity, the new appointment must be approved by the shareholders within 3 months of the Board's recommendation.

Is Filing Form ADT-1 Required for Casual Vacancy Appointments?

Yes, Form ADT-1 filing is mandatory for appointments made to fill casual vacancies. Even though this isn’t a regular appointment through an AGM, the Ministry of Corporate Affairs (MCA) requires companies to file Form ADT-1 within 15 days from the date of appointment.

When is Form ADT-1 Applicable in Case of Casual Vacancy?

Form ADT-1 must be filed when:

• A new auditor is appointed to fill the casual vacancy due to resignation or death of the previous auditor.
• The auditor is disqualified or becomes ineligible under Section 141.
• An existing appointment is terminated before its term ends and a new auditor is appointed.

 This requirement is applicable to all companies, including: 

• Public Limited Companies
• Private Limited Companies
• Listed and Unlisted Companies
• One Person Companies (OPC)

 What is the Due Date for Filing ADT-1 for Casual Vacancy?

• ADT-1 must be filed within 15 days from the date of appointment of the new auditor.
• The Board of Directors must appoint the auditor within 30 days of the vacancy occurring.
• For listed companies, the appointment must be ratified by shareholders within 3 months.

Example:

If an auditor resigns on 1st August 2025, and the Board appoints a new auditor on 10th August 2025, the ADT-1 form must be filed on or before 25th August 2025.

Process for Filing Form ADT-1 in Case of Casual Vacancy

Filing Form ADT-1 with the Registrar of Companies (ROC) is mandatory when a company appoints a new auditor to fill a casual vacancy. Below is a step-by-step breakdown of the procedure:

Step 1: Convene a Board Meeting

The first step involves the formal appointment of the new auditor through a Board Resolution.

Action Points:

• Issue a notice to all directors to convene the Board Meeting.
• Pass a resolution under Section 139(8) of the Companies Act, 2013, for the appointment of the new auditor.
• Record details of the outgoing auditor, including:
• Name and membership number
• Reason for the vacancy (resignation, death, disqualification, etc.)
• Effective date of vacancy

Note: If the vacancy is due to resignation, the Board’s appointment must be subsequently approved at a general meeting within 3 months.

Step 2: Obtain Auditor’s Consent & Eligibility Certificate

Before the appointment becomes valid, the company must obtain the following from the newly appointed auditor:

1. Written Consent Letter

• This confirms the auditor's willingness to accept the appointment

2. Eligibility Certificate under Section 141

This certificate should affirm that:

• The individual or audit firm is eligible to be appointed as an auditor
• The auditor is not disqualified under any of the provisions of Section 141.
• The appointment is within the audit limits prescribed under Section 141(3)(g).
• A declaration of any ongoing professional misconduct proceedings, if applicable.

This step ensures that the new auditor meets all statutory and professional requirements before being officially appointed.

Step 3: Prepare Documentation for ADT-1

The company must compile and verify the following supporting documents, which need to be attached to Form ADT-1:

Mandatory Attachments:

• Certified true copy of the Board Resolution (or AGM/EGM Resolution, if applicable)
• Consent Letter from the auditor
• Eligibility Certificate under Section 141
• Intimation letter sent by the company to the newly appointed auditor

Step 4: Fill and Submit Form ADT-1 on MCA Portal

Now proceed with the e-filing process:

1. Download Form ADT-1

• Visit the MCA website and download the latest version of Form ADT-1 from the "Company Forms Download" section.

2. Fill in the Form

Enter the following details accurately:

• Company’s CIN (Corporate Identification Number)
• Name and address of the company
• Nature of appointment – Select "Appointment due to Casual Vacancy"
• Auditor’s name, membership number, firm registration number, PAN, and contact details
• Effective date of the new auditor’s appointment
• Period of appointment
• Details of outgthe oing auditor, if applicable

3. Attach Supporting Documents

• Upload all mandatory attachments in the relevant fields.

4. Digital Signature

The form must be digitally signed using the Digital Signature Certificate (DSC) of:

• One Director of the company
• A practicing Chartered Accountant (CA) / Company Secretary (CS) / Cost Accountant (CMA) who certifies the form

Important: Ensure all details are accurate and consistent with Board resolutions and statutory registers before submission.

Step 5: Pay Government Filing Fees & Receive Acknowledgement

1. Filing Fee

The filing fee for Form ADT-1 is based on the company’s nominal share capital, as per the Companies (Registration Offices and Fees) Rules, 2014:

Pay the required fee online through the MCA portal's payment gateway (Net Banking, Credit/Debit Card, or NEFT). You can track the status of your filing using the SRN on the MCA portal.

2. Receive Acknowledgement

Once the form is submitted and payment is successful:

• The MCA system generates an SRN (Service Request Number)
• A confirmation email is sent to the company’s registered email ID

You can track the status of your filing using the SRN on the MCA portal. 

Fees for Filing ADT-1

The government fees for filing Form ADT-1 with the Registrar of Companies (ROC) vary based on the company’s nominal share capital.  

Penalty for Late Filing of ADT-1 in Casual Vacancy

Delays in filing ADT-1 will attract the following additional fees:

Note: Penalty keeps increasing with delay. Timely filing is critical to avoid compliance risks.

Key Points to Remember

ADT-1 is compulsory even for Board-appointed auditors filling a casual vacancy.

• Filing window: 15 days from the date of appointment.
• Auditor’s consent and eligibility certificate are mandatory.
• Digital Signature of a Director and a professional (CA/CS) is needed.
• No exemption is given for casual vacancy appointments under the Companies Act, 2013.

Conclusion

Filing Form ADT-1 in the case of an auditor’s casual vacancy is not just a regulatory obligation—it’s a critical compliance step under the Companies Act, 2013. With the enhanced scrutiny and digital processes enforced by the MCA, companies must ensure timely and error-free filings to avoid penalties. Whether your auditor resigned or became disqualified, IndiaFilings ensures your Form ADT-1 filing is smooth, compliant, and stress-free.

How IndiaFilings Can Help You

Appointing an auditor in a casual vacancy involves legal and procedural nuances. IndiaFilings simplifies the process through:

•  Document Preparation: We draft Board resolutions, consent letters, and certificates.
•  Expert Review: Avoid rejections or errors with our CA/CS compliance checks.
•  E-Filing Support: We handle MCA portal submissions, DSC usage, and fee payments.
•  Timely Reminders: Get alerts for upcoming filing deadlines.
•  Acknowledgement Tracking: Receive SRN & status updates instantly. 

Let IndiaFilings help you stay 100% compliant with ROC obligations, hassle-free.

Get expert assistance from IndiaFilings today!