Presentation

Provision related to appointment, Disqualification, Removal and resignation of Auditors under Companies Act 2013.
By- Salaj Goyal
Page 1
APPOINTMENT OF AUDITOR
1) Appointment of first auditor in case of every company except govt. company or company
owned/ controlled by CG/SG/CG and SG [139(6)]:-
Appointment of first auditor shall be made by board within 30 days of registration of
company. If Board fails to appoint the first auditor within given time then it shall inform to
members and members shall make the appointment of first auditor within 90 days of
information at an EGM. The First Auditor shall hold office till the conclusion of first AGM.
* No time period is mentioned for Board to inform the members about the Non
appointment of first auditor.
2) Appointment of first auditor in case of Government Company or company owned/
controlled by CG/SG/CG and SG 139(7):-
Appointment of first auditor shall be made by CAG within 60 days of registration of the
company. If CAG fails to appoint the first auditor within given time then Board of such
company shall appoint first auditor within 30 days. If Board fails to appoint the first auditor
within given time then it shall inform to members and members shall make the
appointment of first auditor within 60 days of information at an EGM. The First Auditor
shall hold office till the conclusion of first AGM.
* No time period is mentioned for Board to inform the members about the Non
appointment of first auditor.
3) Appointment of Subsequent Auditor in case of every company except Government
Company or company owned/ controlled by CG/SG/CG and SG[139(1)]:-
Appointment of auditor shall be made by members at First AGM and every subsequent 6th
AGM. Company shall intimate the auditor about appointment. After intimating, company
shall obtain written consent and certificate (accordance with the conditions prescribed in
section 141*) from auditor. Then, company is required to file a notice with the registrar
about the appointment within 15 Days of the meeting.
* Eligibility, Qualification and Disqualification of Auditors.
Note: The Auditor shall hold office for a period of 5 Years.
Note: Company can ratify such appointment at any AGM falling between 5 years from
such appointment.
4) Conditions for appointment of Subsequent Auditor in case of Listed Companies or
companies of such class [139(2)]:-
If an individual is appointed as an auditor for 1 term i.e. for 5 consecutive years then that
individual will not be eligible for reappointment for next 5 years from the expiry of his term
as an auditor of company.

By- Salaj Goyal
Page 2
Whereas, if an audit firm is appointed as auditor for 2 term i.e. for 10 consecutive years
then that audit firm will not be eligible for reappointment for next 5 years from the expiry
of its term as an auditor of company.
Note: Audit firm having common partner to the old audit firm of the company will not be
eligible for appointment.
Note: Any existing listed company is required to comply with the above mentioned
provisions within 3 years from the commencement of this act.
6) Appointment of Subsequent Auditor in case of Government Company or company
owned/ controlled by CG/SG/CG and SG [139(5)]:-
Appointment of auditor shall be made by CAG within 180 days from the commencement of
financial year. The Auditor shall hold office for a till the conclusion of AGM.
7) Appointment of auditor in Casual Vacancy in every company except Govt. Company or
company owned/ controlled by CG/SG/CG and SG [Section 139(8)(i)] :-
If casual vacancy is arising by resignation then vacancy shall be filled by the Company in its
meeting within 3 months from the date of recommendation of the Board.
Whereas casual vacancy is arising by other than resignation then vacancy shall be filled the
Board within 30 days.
8) Appointment of auditor in Casual Vacancy in case of Govt. Company or company owned/
controlled by CG/SG/CG and SG [Section 139(8)(ii)]:-
Casual vacancy shall be filled by CAG within 30 days. If CAG fails to fill the vacancy within
given time then BOD shall fill the vacancy within 30 days.
9) Rotation of Auditors [ 139(3)]:-
 Member can rotate auditing partner and his team for any interval.
 Audit can be conducted by 1 or more auditors.
10) Audit Committee [177] and Role Audit Committee in appointment of auditors [139(1 1)]:-
Every Listed Company shall form Audit Committee consisting of minimum 3 directors.
Whereas, Majority of directors should be independent and ability to read & understand
financial statement.
Role: Appointment, remuneration and term of appointment of auditor shall be made after
considering the recommendations of the Audit Committee.
Note: Committee existing before commencement of this act shall be reconstitute within 1
year of commencement in accordance of above mentioned provisions.

By- Salaj Goyal
Page 3
DISQUALIFICATIONS OF AUDITORS [141(3)]:
I. If any partner of the person holding interest or security in the company or its subsidiary, or
of its holding or associate company or a subsidiary of such holding company.
II. If any relative of the person holding interest or security whose face value exceeds Rs.
1000 or such sum as may be prescribed in the company or its subsidiary, or of its holding
or associate company or a subsidiary of such holding company.
Note: Relative means member of HUF, Husband and wife or related with person as may be
prescribed.
III. If any relative of the person is a director or employee of director or key managerial
personnel.
Note: Director means a director appointed to board of the company. Note: Key managerial
personnel means CEO/MD/Manager, CS, WTD, CFO and such other officer as may be
prescribed.
IV. Limit of indebt or guarantee is not mentioned and specified that any amount which may be
prescribed.
V. If person or firm has business relationship with in the company or its subsidiary, or of its
holding or associate company or a subsidiary of such holding company or associate
company.
VI. Any person whose subsidiary or associate company or any other form of entity, is engaged
as on the date of appointment in consulting and specialized services.
Note: Consulting and Specialized services means-
a) Accounting and book keeping services;
b) Internal audit;
c) Design and implementation of any financial information system;
d) Actuarial services;
e) Investment advisory services;
f) Investment banking services;
g) Rendering of outsourced financial services;
h) Management services; and
i) Any other kind of services as may be prescribed.
VII. Any person convicted by court of offence involving fraud and 10 years has not elapsed
from the date of such conviction.
VIII. Person holding appointment as auditor of more than 20 companies.
IX. Person in full time employment.

By- Salaj Goyal
Page 4
REMOVAL OF AUDITOR
The auditor appointed under section 139 may be removed from his office before the expiry of
the term only by –
(i) A special resolution of the company, and
(ii) Obtaining the prior approval of the Central Government in that behalf in the prescribed
manner.
(iii) The auditor concerned shall be given a reasonable opportunity of being heard, as
stipulated.
The significant changes are as under:
a) The Tribunal can suo moto or on an application from Central Government / any other
person concerned, direct the company to change the Auditor if it is satisfied that the
Auditor of a Company has, whether directly or indirectly, acted on a fraudulent manner or
abetted or colluded in any fraud by, or in relation to, the Company or its directors or
officers.
b) No Auditor shall be eligible for appointment as an Auditor of any Company for a period of 5
years from the date of order against whom order has been passed by Tribunal for his or its
removal from any Company as an auditor and he shall also liable for action under section
447.
c) An auditor for the purpose of this section shall also include the firm of Auditors which also
includes limited liability partnership.
d) In case of a firm, the liability shall be of the firm and that of every partner or partners who
acted in a fraudulent manner or abetted or colluded in any fraud by, or in relation to, the
company or its directors or officers.
e) Copy of auditor's representation, if any shall have to be filed with Registrar, if not
circulated to the members, as required.
f) Permission of shareholders by way of special resolution is also required for removal of
auditor, besides approval of Central Government.
g) No special notice is required where a retiring auditor is being removed on completion of a
5 or 10 year term.
h) Resigning auditor is required to file a statement within 30 days with the company and
registrar or CAG, as the case may be.
Resignation By Auditor
The auditor who has resigned from the company shall have to file a statement indicating the
reasons and other facts as may be relevant with regard to his resignation as follows:
(i) In case of other than Government Company, the auditor shall within 30 days from the date
of resignation, file such statement to the company and the registrar.
(ii) In case of Government Company or government controlled company, the auditor
appointment under sub-section (5) of section 139, shall within 30 days from the
resignation, file such statement to the company and the Registrar and also file the
statement with the Comptroller and Auditor General of India (CAG).

By- Salaj Goyal
Page 5
The form and content of the statement to be filed by the retiring auditor shall be prescribed by
way of rules. The onus to file such statement containing relevant facts and reasons for
resignation is on the resigning auditor and any contravention of sub section (2) is punishable
with monetary fine which could be minimum Rs. 50,000 and maximum Rs. 5 lakh.
Duty of auditor when he or it resign [140(2)]:-
Auditor is required to file a statement specifying the reasons and fact of resignation within 30
days of resignation with ROC and company or CAG in case of Govt. Companies. If auditor fails to
comply with above mentioned provisions then he shall be punishable with fee of Rs. 50,000- Rs.
500,000.
Duty of Company in case of representation received from auditor [140(4)]:-
Company is required to send a copy of the representation to every member and if copy of
representation is not sent then a copy shall be filed with registrar.
** END **

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