CA Anshika Patni
Overview of various sections for Auditor’s responsibility under Companies Act, 2013 and detailed analysis of Section 139.
Certain Sections of Companies Act, 1956 which are now not in existence as per Companies Act, 2013 are as follows:
Section 224A: Auditor not to be appointed except with the approval of the Company by Special resolution in certain cases.
Section 233A: Power of Central Govt. to direct Special Audit in certain cases
New Sections relating to Auditors:
|Section Name||Section No. as per New Companies Act,2013
|Section No. as per Old Companies Act, 1956|
|Appointment of Auditor
Removal, resignation of Auditor and giving of special notice
|Eligibility, Qualifications & Disqualifications of Auditors
|Remuneration of Auditor
|Powers and Duties of Auditor and AS
|Auditors not to render certain services.||144||New insertion|
|Auditor to sign Audit report
|Auditor to attend General Meeting||146||231|
|Punishment for contravention
|Central Govt. to specify audit of items of cost in respect of certain Companies.
Section 139 :
Overview of Section:
|Rules regarding Appointment of First Auditor:|
|In case of Govt. Company||Incase of other than Govt. Company|
||Appointment of Auditor by BOD within 30 days of Registration of Company. In case of failure by BOD, members of The company will appoint within 90 days at an EGM who shall hold office till the conclusion of first AGM.|
Rules regarding Appointment of Other Auditor:
It includes rules regarding rotation, reappointment and filing of casual vacancy.
1. Appointment of Auditor:
a. In case of Govt. Company:
Auditor will be appointed by the C&AG within 180 days from the commencement of the Financial Year, who shall hold office till the conclusion of the AGM.
b. In case of other than Govt. Company:
2. Some other Provisions regarding re appointment of Auditor:
a. A retiring auditor may be re- appointed at an AGM, if:
i. He is not disqualified for re-appointment
ii. He has not given the company a notice in writing of his unwillingness to be re appointed
iii. A special resolution has not been passed at that meeting appointing some other auditor or providing expressly that he shall not be appointed.
3. Where at an AGM, no auditor is appointed or re-appointed, the existing auditor shall continue to be the auditor of the Company.
4. Provisions for Listed and other prescribed Company:
If Mr. X is a common partner in firm XYZ and Firm VWX , then Firm VWX is also not eligible for appointment as auditor in Co. ABC Ltd. For that 5 years (i.e. from 2013-14 ).
Already existing Company shall comply with these provisions of listed company within three years from the date of commencement of this Act.
5. In case of Casual Vacancy:
Casual Vacancy to be filled by BOD within 30 days but the same should be approved by the members in a general meeting (EGM) to be convened within 3 months of the recommendation of the Board. He shall hold office till the conclusion of next AGM.