Ministry of Corporate Affairs (MCA) General Circular No. 06/2019 provided one-time fee waiver relief for companies filing e-Form ADT-1 for auditor appointments where details were previously submitted through Form GNL-2 between April 1, 2014 and October 20, 2014.
Background of the MCA Clarification on Auditor Appointment Filings
Following the enactment of the Companies Act 2013, companies were required under Section 139 to file e-Form ADT-1 within 15 days of appointing an auditor at an Annual General Meeting (AGM). However, during the initial implementation window from April 1, 2014 to October 20, 2014, the standalone e-Form ADT-1 was not yet deployed on the MCA21 portal. To maintain compliance, the MCA permitted companies to attach auditor appointment documents inside Form GNL-2 (a general filing form).
The E-Form INC-22A (ACTIVE) Filing Challenge
When the MCA later introduced e-Form INC-22A (Active Company Tagging Identities and Verification - ACTIVE), it mandated that companies disclose valid auditor appointment filing details, specifically the Service Request Number (SRN) of e-Form ADT-1. Companies that had filed auditor details via Form GNL-2 during the 2014 transition found themselves unable to complete Form INC-22A because the system specifically searched for ADT-1 SRN records. Attempting to file ADT-1 retroactively triggered steep cumulative additional fees under standard fee rules.
Key Relief Granted by MCA Circular on May 13, 2019
To resolve this bottleneck, the MCA issued a General Circular clarifying relief terms for affected corporate entities:
- Fee Waiver Eligibility: Companies that filed auditor appointment details through Form GNL-2 between April 1, 2014 and October 20, 2014 were permitted to file e-Form ADT-1 for that appointment tenure without any additional filing fee.
- Relief Window: The fee waiver remained open until June 15, 2019, allowing companies to regularize ADT-1 records on MCA21.
- Resolution of ACTIVE Status: Upon regularizing ADT-1, companies obtained the valid SRN needed to submit Form INC-22A without paying penalties or losing active corporate status.
Applicability of Additional Fees for Post-Deployment Filings
The MCA circular made a clear distinction regarding late compliance. Companies that continued filing auditor appointments through Form GNL-2 after e-Form ADT-1 was deployed on October 20, 2014 were not granted fee relief. For such instances, filing e-Form ADT-1 required paying standard statutory fees along with mandatory additional fees calculated based on the delay period under the Companies (Registration Offices and Fees) Rules.
Best Practices for Statutory Auditor Filings and RoC Compliance
Proper auditor documentation is a cornerstone of corporate governance under Section 139 and Section 140 of the Companies Act 2013. Companies should ensure that auditor appointment resolutions passed at AGMs, consent letters, and eligibility certificates under Section 141 are documented accurately before filing. Integrating auditor filing checks alongside filing financial statements through Form AOC-4 XBRL safeguards companies against portal rejection. Maintaining systematic calendar tracking for all annual RoC compliances prevents sudden fee spikes and protects corporate credit ratings.