Companies Act 2013 – Eligibility, Qualifications and Disqualifications of Auditors

 


 

Section – 141 Eligibility, qualifications and disqualifications of auditors.

 

 

(1) A person shall be eligible for appointment as an auditor of a company only if he is a chartered accountant:

 

Provided that a firm whereof majority of partners practicing in India are qualified for appointment as aforesaid may be appointed by its firm name to be auditor of a company.

 

(2) Where a firm including a limited liability partnership is appointed as an auditor of a company, only the partners who are chartered accountants shall be authorised to act and sign on behalf of the firm.

 

(3) The following persons shall not be eligible for appointment as an auditor of a company, namely:

 

(a) a body corporate other than a limited liability partnership registered under the Limited Liability Partnership Act, 2008;

 

(b) an officer or employee of the company;

 

(c) a person who is a partner, or who is in the employment, of an officer or employee of the company;

 

(d) a person who, or his relative or partner :

(i) is holding any security of or interest in the company or its subsidiary, or of its holding or associate company or a subsidiary of such holding company:

 

Provided that the relative may hold security or interest in the company of face value not exceeding one thousand rupees or such sum as may be prescribed;


 

(ii) is indebted to the company, or its subsidiary, or its holding or associate company or a subsidiary of such holding company, in excess of such amount as may be prescribed; or

 

(iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, or its subsidiary, or its holding or associate company or a subsidiary of such holding company, for such amount as may be prescribed;

 

(e) a person or a firm who, whether directly or indirectly, has business relationship with the company, or its subsidiary, or its holding or associate company or subsidiary of such holding company or associate company of such nature as may be prescribed;

 

(f) a person whose relative is a director or is in the employment of the company as a director or key managerial personnel;

 

(g) a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor, if such persons or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies;

 

(h) a person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction;

 

(i) any person whose subsidiary or associate company or any other form of entity, is engaged as on the date of appointment in consulting and specialised services as provided in section 144.

 

(4) Where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment, he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor.

 

Where a firm including a limited liability partnership is appointed as an auditor of a company, only the partners who are chartered accountants shall be authorised to act and sign on behalf of the firm.

 

The power of Central Government prescribing conditions and restrictions for such grant, renewal, suspension or cancellation of auditors’ certificates to persons in Part B states is omitted.

 

Other categories of persons have been inserted in the Bill who are not eligible to be appointed as an auditor of the company. The scope of disqualifications for their eligibility is widened to ensure independence of auditor. If a person or his relative or partner is indebted to the company or its subsidiary or holding/ associate company or is holding any security or interest in the company or its subsidiary or associate company or has given any guarantee or provided any security in connection with the indebtedness of any third person to the company, or its subsidiary, or its holding or associate company or a subsidiary of such holding company for a sum which may be prescribed in the rules, then such persons are also disqualified.

 

Further, a person or a firm who has business relationship of such nature as may be prescribed with the company, or its subsidiary, or its holding or associate company or subsidiary of such holding company or associate company; a person whose relative is in the employment of the company as a director or key managerial personnel are also disqualified.

 

As per the Bill, a person who is in full employment elsewhere or a person or a partner of a firm holding appointment as its auditor, shall be disqualified for appointment if at that date of appointment or reappointment he is holding appointment as auditor of more than twenty companies.

 

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