Auditor Appointment Kit — ADT-1, Consent & Eligibility Certificate
Everything needed to appoint a statutory auditor at the AGM under Section 139(1) of the Companies Act, 2013: the board recommendation, the auditor’s written consent, the eligibility certificate under Rule 4, and the members’ resolution — with the ADT-1 filing step. Download the editable Word file or the fillable PDF.
What is in the kit
| Part | Document | Given by |
|---|---|---|
| A | Board resolution recommending the appointment to the members | Board of Directors |
| B | Written consent to act as auditor — Rule 4(1)(a) | Proposed auditor |
| C | Eligibility certificate — Section 139(1) & Rule 4(1)(b), Section 141 | Proposed auditor |
| D | Ordinary resolution appointing the auditor at the AGM | Members |
How the appointment works
A statutory auditor is appointed by the members at the Annual General Meeting under Section 139(1), to hold office from the conclusion of that AGM until the conclusion of the sixth AGM — a five-year term. The Board (or the Audit Committee, where one is required) recommends the appointment. Before the appointment, the company must obtain the auditor’s written consent and a certificate that the appointment is within the limits of the Act and that the auditor is not disqualified under Section 141. After the appointment, the company files Form ADT-1 within 15 days of the meeting.
Section 141 — who cannot be appointed
Among others, a body corporate (except an LLP), an officer or employee of the company, a person with a business relationship or indebtedness beyond the limits (indebtedness up to Rs 5,00,000; guarantee up to Rs 1,00,000; a relative may hold securities of face value up to Rs 1,00,000), a person whose relative is a director or KMP, a person in full-time employment elsewhere or already auditor of more than twenty companies, and a person convicted of fraud in the last ten years, are disqualified from appointment.
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Auditor Appointment – FAQs
Who appoints the statutory auditor?
The members appoint the auditor at the AGM under Section 139(1), on the recommendation of the Board (or Audit Committee), for a term ending at the conclusion of the sixth AGM.
Is the auditor ratified every year?
No. The annual ratification requirement was removed with effect from 7 May 2018, so the auditor holds office for the full five-year term without yearly ratification.
What must the company obtain before appointment?
The auditor’s written consent and a certificate under Rule 4 that the appointment is within the limits of the Act and that the auditor is not disqualified under Section 141.
When is Form ADT-1 filed?
The company files ADT-1 with the Registrar within 15 days of the meeting in which the auditor is appointed.
My Cloud Accountant prepares the board recommendation, consent and eligibility certificate, drafts the AGM resolution and files ADT-1 within the timeline. Talk to us »
Format current as of July 2026. General information only, not legal advice.