Form ADT-2 is an application filed by a company seeking approval from the Regional Director/Registrar of Companies for the removal of an auditor from office before the expiry of their term. It is governed by Section 140(1) of the Companies Act, 2013 read with Rule 7(1) of the Companies (Audit and Auditors) Rules, 2014.


Who Should File ADT-2 / When is it Filed

A company that wishes to remove its auditor before the expiry of the auditor’s term must first pass a special resolution and obtain the previous approval of the Central Government (delegated to the Regional Director) by filing Form ADT-2.


Important Checkpoints Before Filing

  • No mandatory data field should be left blank; required supporting documents must be attached in the specified format
  • The business user must be associated with, or authorised by, the company to e-file on its behalf
  • The signing authority must hold a valid, non-expired, non-revoked DSC, registered on the MCA portal against the DIN/PAN/Membership number entered
  • Dates entered must be on or after the date of incorporation, and generally on or before the system date (except the “To date” in ADT-1’s field 4(i))
  • No other ADT-2/ADT-3 form should be pending for approval in respect of the same auditor/auditor’s firm
  • Signatories must hold an approved DIN or valid PAN or Membership number, associated with the CIN under the selected designation (not applicable for IRP/RP/liquidators)
  • The SRN of ADT-1 quoted must be valid, approved, and associated with the CIN
  • The membership number entered must be valid as per the ICAI database
  • The “From date” and “To date” for the period of appointment must be entered correctly for joint auditors, without overlap issues
  • The signing DIN must not be flagged for disqualification
  • For resubmission: original application (with linked forms) must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed

Step-by-Step Filing Process

  1. Login to MCA portal → MCA Services → Company e-Filing → Approval Services (ROC/RD/HQ)
  2. Access “ADT-2 – Removal of Auditor”
  3. Enter/search/select CIN
  4. Fill up the application, quoting the ADT-1 SRN and auditor details
  5. Optionally save as draft
  6. Submit the webform and note the SRN
  7. Affix DSC
  8. Upload the DSC-affixed PDF on MCA portal within 15 days of SRN generation
  9. Pay Fees within 7 days of successful upload (or due date + 2 days, whichever is earlier — otherwise the SRN is cancelled)
  10. Receive acknowledgement

Signing Requirements

  • Digitally signed by an authorised signatory with an approved DIN or valid PAN/Membership number, associated with the CIN under the selected designation

Fee Structure

Normal Fee — Companies with Share Capital

Nominal Share Capital (INR)Fee (INR)
Up to 25,00,0002,000
25,00,000 to 50,00,0005,000
50,00,000 to 5,00,00,00010,000
5,00,00,000 to 10 crore or more15,000
10 crore or more20,000
Applicant TypeFee (INR)
Company limited by guarantee without share capital2,000
Section 8 company (valid license)2,000

No additional/delay fee is prescribed for ADT-2.


Processing Mode

Form ADT-2 is processed in Non-STP mode — every filing is reviewed manually.



Frequently Asked Questions (FAQs)

Q1. What resolution must precede filing of ADT-2? A special resolution of the company approving removal of the auditor before expiry of term.

Q2. Which webform’s SRN must be quoted in ADT-2? A valid, approved SRN of Form ADT-1, associated with the CIN.

Q3. Is ADT-2 processed automatically? No, it is always processed in Non-STP mode with manual review.

Q4. Can two ADT-2 filings be pending for the same auditor simultaneously? No — no other ADT-2/ADT-3 form may be pending for approval in respect of the same auditor/auditor’s firm.

Q5. Is there a delay fee for ADT-2? No — the Instruction Kit does not prescribe an additional/delay fee for this form.


Disclaimer

This article is based on the official Instruction Kit for Form ADT-2 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.

In case of any inconsistency or doubt, readers are advised to refer to the official MCA access page for ADT-2 and resources available on the MCA website.