Professional Documents
Culture Documents
Appointment of Auditor
Appointment of Auditor
Introduction
Auditor as per Companies Act, 2013
Manner of Auditor’s appointment
Rotation of an Auditor
Role of an Auditor
Internal auditor
Appointment of Auditors as under Section 139 of Companies
Organization & services
Difference from internal auditor
External Auditors' Liability to Third Parties
Comptroller and Auditor General of India
Scope of audits
Appointment of Auditor - Online Process
Remuneration of Auditors
Audit Report
Conclusion
1
Introduction
3
Qualifications of an Auditor:
4
Types of auditors
5
Auditor as per Companies Act, 2013?
The auditor’s duties under the said act include verifying and auditing the
financial statements of the company to determine whether they provide a
true and fair view of the financial position, performance, and cash flows
of the company. The auditor is also responsible for ensuring that the
company has maintained proper books of account and internal financial
controls.
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Manner of Auditor’s appointment
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Section 139(1) mandates the appointment of an auditor in the first AGM
of the company and subsequent auditors for a term of five consecutive
years at a time. The appointment of the auditor can be made by
the Board of Directors or the members of the company, and certain
eligibility criteria and procedures need to be followed.
The following steps must be followed for the appointment of the first
auditor in case of a company other than a government company:
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The members of the company shall pass an ordinary resolution to
appoint the first auditor, and the appointed auditor shall hold
office until the conclusion of the first AGM.
The appointed auditor shall also provide his consent and
eligibility certificate to the company.
It is essential to appoint the first auditor of the company within the
stipulated time to ensure the proper functioning and compliance of the
company with the provisions of the Companies Act, 2013. The
appointment of an auditor in the first AGM of the company is mandatory
under the Act, and any delay in the appointment of the auditor may
result in the company facing penalties and non-compliance issues.
9
Rotation of an Auditor
Sections 139(2), 139(3), and 139(4) of the said act are known as
Rotation of an Auditor and these are as:
Section 139(2) – Appointment of a Subsequent Auditor: This
section mandates every company to appoint an auditor in each
AGM after the first AGM until the conclusion of the sixth AGM.
The appointment shall be made by the shareholders of the
company.
Section 139(3) – Remuneration of Auditor: This section states
that the remuneration of the auditor shall be fixed by the Board
of Directors or the Audit Committee. The remuneration should
be in accordance with the prescribed guidelines and should be
approved by the shareholders.
Section 139(4) – Eligibility of an Auditor: This section lays
down the eligibility criteria for an auditor. The auditor must be a
Chartered Accountant in practice and should not be disqualified
under Section 141.
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Role of an Auditor
The role of an auditor under the said act is outlined in various sections of
the act. The key sections that define the role of an auditor are:
Internal auditor
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the objectivity of an internal audit. An internal auditor is responsible to
the Board functionally and administratively to the management of the
company, and the auditor submits the report to the Board. Their job
description is said to include financial record examination, compliance
analysis, risk management, and theft and fraud detection skills, along
with good communication.
External auditor
13
Chartered Accountants and Certified General Accountants have served
in that role.
For public companies listed on stock exchanges in the United States, the
Sarbanes-Oxley Act (SOX) has imposed stringent requirements on
external auditors in their evaluation of internal controls and financial
reporting. In many countries external auditors of nationalized
commercial entities are appointed by an independent government body
such as the Comptroller and Auditor General. Securities and Exchange
Commissions may also impose specific requirements and roles on
external auditors, including strict rules to establish independence.
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o Thereafter auditor shall be appointed at every 6th AGM. This is
subject to ratification by shareholders at every AGM by passing
Ordinary Resolution. A retiring auditor may be re-appointed if he
is not disqualified and no other auditor is appointed. However, if
ratification is not given then Board shall appoint another auditor
following procedure for appointment.
o Practical steps:
o Audit Committee / Board shall consider the qualification and
experience of proposed auditor and may call for such info. as
it may deem fit.
o Where Audit Committee exists, it shall recommend to the
Board the name of proposed auditor. If Board agrees it shall
further recommend the proposed auditor to the members in
AGM. In case of disagreement, Board shall cite the reason
for disagreement.
Where Audit Committee does not exist the Board shall
recommend to the members at AGM
o The auditor appointed by passing an Ordinary resolution.
o The auditor shall hold office till the conclusion of 6th AGM,
the AGM in which he is appointed shall be counted as first
AGM.
o Before the appointment a certificate for consent must be
obtained from auditor.
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Organization & services
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controls and statements. Any relationship between the external auditors
and the entity, other than retention for the audit itself, must be disclosed
in the external auditor's reports. These rules also prohibit the auditor
from owning a stake in public clients and severely limits the types of
non-audit services they can provide.
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Detection of fraud
Under the Ultramares doctrine, auditors are only liable to 3rd parties
who are specifically named. The Restatement Standard opens up their
liability to named "classes" of individuals. The foreseeability standard
puts accountants at the most risk of liability, by allowing anyone who
might be reasonably foreseen to rely on an auditor's reports to sue for
damages sustained by relying on material information.
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While the Ultramares doctrine is the majority rule, (to the relief of many
new and budding accountants pursuing an auditing career!) the
restatement standard is preferred in several states and is growing in
popularity. The foreseeability standard will not likely be widely adopted
anytime soon because the cost (time and financial) of litigation would be
enormous.
CFOs, company accountants, and other employees are not provided the
same luxuries of the doctrine of privity. Their material actions and
statements open them (and their companies) up to liability from third
parties damaged by relying on these statements.
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Comptroller and Auditor General of India
The reports of the CAG are laid before the Parliament/Legislatures and
are being taken up for discussion by the Public Accounts Committees
(PACs) and Committees on Public Undertakings (COPUs), which are
special committees in the Parliament of India and the state legislatures.
The CAG is also the head of the Indian Audit and Accounts Department,
the affairs of which are managed by officers of Indian Audit and
Accounts Service, and has 43,576 employees across the country (as on
01.03.2020).
20
In 1971, the central government enacted the Comptroller and Auditor
General of India (Duties, Powers, and Conditions of Service) Act, 1971.
In 1976, CAG was relieved from accounting functions.[5] Articles 148 –
151 of the Constitution of India deal with the institution of the CAG of
India.
The CAG is ranked 9th and enjoys the same status as a sitting judge of
Supreme Court of India in order of precedence. The former Lt. Governor
of UT of Jammu Kashmir G. C. Murmu is the current CAG of India. He
assumed office on 8 August 2020. He is the 14th CAG of India.
21
Scope of audits
Profit and loss accounts and balance sheets kept under the order of the
President or Governors
Receipts and stock accounts. CAG also audits the books of accounts of
the government companies as per Companies Act.
22
India ruled that the CAG General could audit private firms in revenue-
share deals with government.
The CAG has been a regular member of the United Nations' Panel of
External Auditors, and has previously served as the Chairman of its
Board of Auditors, after being elected in 2011.[14][15] The CAG is at
present serving as external auditor of two UN organisations:[16]
Suggested Reforms
As the CAG, Vinod Rai was constantly in the limelight for its reports
exposing mega corruption, particularly in 2G spectrum case,
Commonwealth Games scam, Coal mine allocation scam and others. In
November 2009, the as CAG, he requested the government to amend the
1971 Audit Act to bring all private-public partnerships (PPPs),
Panchayati Raj Institutions and societies getting government funds
within the ambit of the CAG. The amendment further proposes to
enhance CAG's powers to access information under the Audit Act. In the
past, almost 30% of the documents demanded by CAG officials have
been denied to them.[19] The PPP model has become a favourite mode
of executing big infrastructure projects worth millions of rupees and
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these projects may or may not come under the audit purview of the
CAG, depending on sources of funds and the nature of revenue sharing
agreements between the government and the private entities. As of 2013,
it is estimated that 60 percent of government spending does not come
under the scrutiny of the CAG.[20]
In June 2012, Lal Krishna Advani, a veteran Indian politician and former
Deputy Prime Minister of India as well as former Leader of the
Opposition in Indian Parliament), suggested that CAG's appointment
should be made by a bipartisan collegium consisting of the prime
minister, the Chief Justice of India, the Law Minister and the Leaders of
the Opposition in the Lok Sabha and the Rajya Sabha. Subsequently, M
Karunanidhi, the head of Dravida Munnetra Kazhagam (DMK) party
and five times Chief Minister of Tamil Nadu,[24] supported the
suggestion. Advani made this demand to remove any impression of bias
or lack of transparency and fairness because, according to him, the
current system was open to "manipulation and partisanship". Similar
demand was made by many former CEC's such as B B Tandon, N
Gopalaswamy and S Y Quraishi; however, the government did not seem
too keen.[26]
24
CPI MP Gurudas Dasgupta wrote a letter to the PM and demand CAG
be appointed by the collegium of consisting the PM, the CJI and the
leader of the opposition in Lok Sabha but the PM declined. Former CAG
V. K. Shunglu has suggested in its CWG scam report that CAG be made
a multi-member body.
Section 139 of Companies Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014 prescribes the conditions relating to appointment
of auditors at an AGM of the company. Every company shall be required
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to appoint an auditor at First/Subsequent AGM for a term not less than 5
years.
Re-appointment of Auditor
If the auditor completes his term of 5 years, the auditor’s term shall
expire. The company has to re-appoint the auditors in such case. A
company can re-appoint a retiring auditor if:
The following companies except OPC and Small company shall not
appoint or reappoint an individual for more than one term of five
consecutive years or an auditor firm for more than for more than two
terms of five consecutive years:
26
Listed Companies
An auditor is person who review and verify all the financial documents
of a company. The main duty of an auditor is that whether the financial
statements of a company follow Generally Accepted Accounting
Principles (GAAP). Every company shall requires to appoint an
individual auditor or audit firm as first auditor and subsequent auditor.
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The auditor of a company protects the interest of shareholders. Every
company needs to appoint an auditor as per the provisions of Companies
Act, 2013.
Remuneration of Auditors
Section 143(1) provided that Every auditor can access at all times to the
books of accounts, vouchers and seek such information and explanation
from the company and enquire such matters as he considers necessary,
including the matters specified in sub-Clauses (a) to (f). It is the duty of
every auditor to make proper enquiry regarding these matters, besides
other matters and if he is satisfied, it is not necessary to disclose this fact
in his report.
Audit Report
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Section 143 (2) prescribed that auditor shall make a report to the
members of the company on the accounts examined by him and on every
financial statement which is required to be laid in the general meeting of
the company. The Audit report should take into consideration the
provisions of this Act, the Accounting and Auditing standards and
matters which are required under this Act or rules made thereunder or
under any order made u/s 143(11). The Audit report should state that to
the best of his information and knowledge, the said accounts and
financial statements give a true and fair view of the state of the
company’s affair as at the end of the financial year and the profit or loss
and the cash flow for the year and such other matters as may be
prescribed.
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Conclusion
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