Union of India - Act
The Companies (Audit and Auditors) Rules, 2014
UNION OF INDIA
India
India
The Companies (Audit and Auditors) Rules, 2014
Rule THE-COMPANIES-AUDIT-AND-AUDITORS-RULES-2014 of 2014
- Published on 31 March 2014
- Commenced on 31 March 2014
- [This is the version of this document from 31 March 2014.]
- [Note: The original publication document is not available and this content could not be verified.]
1. Short title and commencement.
2. Definitions.
3. Manner and procedure of selection and appointment of auditors.
| Provided that while considering the appointment, the Audit Committee or the Board, as the case may be, shall have regard to any order or pending proceeding relating to professional matters of conduct against the proposed auditor before the Institute of Chartered Accountants of India or any competent authority or any Court.(2) The Audit Committee or the Board, as the case may be, may call for such other information from the proposed auditor as it may deem fit.(3) Subject to the provisions of sub-rule (1), where a company is required to constitute the Audit Committee, the committee shall recommend the name of an individual or a firm as auditor to the Board for consideration and in other cases, the Board shall consider and recommend an individual or a firm as auditor to the members in the annual general meeting for appointment.(4) If the Board agrees with the recommendation of the Audit Committee, it shall further recommend the appointment of an individual or a firm as auditor to the members in the annual general meeting.(5) If the Board disagrees with the recommendation of the Audit Committee, it shall refer back the recommendation to the committee for reconsideration citing reasons for such disagreement.(6) If the Audit Committee, after considering the reasons given by the Board, decides not to reconsider its original recommendation, the Board shall record reasons for its disagreement with the committee and send its own recommendation for consideration of the members in the annual general meeting; and if the Board agrees with the recommendations of the Audit Committee, it shall place the matter for consideration by members in the annual general meeting.(7) The auditor appointed in the annual general meeting shall hold office from the conclusion of that meeting till the conclusion of the sixth annual general meeting, with the meeting wherein such appointment has been made being counted as the first meeting:Provided that such appointment shall be subject to ratification in every annual general meeting till the sixth such meeting by way of passing of an ordinary resolution.Explanation.- For the purposes of this rule, it is hereby clarified that, if the appointment is not ratified by the members of the company, the Board of Directors shall appoint another individual or firm as its auditor or auditors after following the procedure laid down in this behalf under the Act. |
4. Conditions for appointment and notice to Registrar.
5. Class of Companies.
- For the purposes of sub-section (2) of section 139, the class of companies shall mean the following classes of companies excluding one person companies and small companies:-6. Manner of rotation of auditors by the companies on expiry of their term.
| Number of consecutive years for which anindividual auditor has been functioning as auditor in the samecompany [in the first AGM held after the commencement ofprovisions of section 139(2)] | Maximum number of consecutive years for which hemay be appointed in the same company (including transitionalperiod) | Aggregate period which the auditor would completein the same company in view of column I and II |
| I | II | III |
| 5 years (or more than 5 years) | 3 years | 8 years or more |
| 4 years | 3 years | 7 years |
| 3 years | 3 years | 6 years |
| 2 years | 3 years | 5 years |
| 1 year | 4 years | 5 years |
2. Consecutive years shall mean all the preceding financial years for which the individual auditor has been the auditor until there has been a break by five years or more.
Illustration explaining rotation in case of audit firmIllustration 2:-| Number of consecutive years for which an auditfirm has been functioning as auditor in the same company [in thefirst AGM held after the commencement of provisions of section139(2)] | Maximum number of consecutive years for which thefirm may be appointed in the same company (including transitionalperiod) | Aggregate period which the firm would complete inthe same company in view of column I and II |
| I | II | III |
| 10 years (or more than 10 years) | 3 years | 13 years or more |
| 9 years | 3 years | 12 years |
| 8 years | 3 years | 11 years |
| 7 years | 3 years | 10 years |
| 6 years | 4 years | 10 years |
| 5 years | 5 years | 10 years |
| 4 years | 6 years | 10 years |
| 3 years | 7 years | 10 years |
| 2 years | 8 years | 10 years |
| 1 year | 9 years | 10 years |
2. Consecutive years shall mean all the preceding financial years for which the firm has been the auditor until there has been a break by five years or more.
7. Removal of the auditor before expiry of his term.
8. Resignation of auditor.
- For the purposes of sub-section (2) of section 140, when an auditor has resigned from the company, he shall file a statement in Form ADT-3.9. [ [Omitted by Notification No. G.S.R. 432(E), dated 7.5.2018 (w.e.f. 31.3.2014).]
***]| 9. Liability to devolve on concerned partners only.- In case of criminal liability of any audit firm, the liability other than fine, shall devolve only on the concerned partner or partners, who acted in a fraudulent manner or abetted or, as the case may be, colluded in any fraud. |
10. Disqualifications of auditor.
10A. [ [Inserted by Notification No. G.S.R. 722(E), dated 14.10.2014 (w.e.f. 31.3.2014).]
For the purposes of clause (i) of sub-section (3) of section 143, for the financial years commencing on or after 1st April, 2015, the report of the auditor shall state about existence of [internal financial controls with reference to financial statement] and its operating effectiveness:Provided that auditor of a company may voluntarily include the statement referred to in this rule for the financial year commencing on or after 1st April, 2014 and ending on or before 31st March, 2015.]11. Other matters to be included in auditors report.
- The auditor's report shall also include their views and comments on the following matters, namely:-12. Duties and powers of the company's auditor with reference to the audit of the branch and the branch auditor.
13. Reporting of frauds by auditor.
14. Remuneration of the Cost Auditor.
- For the purpose of sub-section (3) of section 148,-| {| | ||
| [FORM NO. ADT-1] [Substituted by Notification No. G.S.R. 174(E), dated 16.2.2018 (w.e.f. 31.3.2014).][Pursuant to section 139 of the Companies Act, 2013 and Rule 4(2) of the companies (Audit and Auditors) Rules, 2014] | Notice to the Registrar by company forappointment of auditor |
| Form languageEnglishHindi | |
| Refer the instruction kit forfiling the form. |
| 1. | (a) *Corporate identity number (CIN) of company | {| |
| (b) | Global location number (GLN) of company | {| | |
| 2. | (a) | Name of the company | {| |
| (b) | Address of the registered office of the company | {| | |
| (c) | *email id of the company | {| | |
| 3. | (a) | *Whether company is falling under any class of companies as per section 139(2)YesNo |
| 3. | (b) | Nature of appointment | {| |
| 4. | *Whether joint auditors have been appointedYesNo |
| *Number of auditor(s) appointed | {| | ||
| I. | (a) | *Category of auditorIndividualAuditor's firm |
| (b) | *Income-tax permanent account number of auditor or auditor's firm | {| | |
| (c) | *Name of the auditor or auditor's firm | {| | |
| (d) | *Membership number of auditor or auditor's firm's registration number | {| | |
| (e) | *Address of the auditor or auditor's firm | Line I | {| | |
| Line II | {| | |||
| *City | {| | ||
| *State | {| | ||
| Country | {| | ||
| *Pin code | {| | ||
| *e-mail ID of the auditor's firm | {| | ||
| (f) | *Period of accounts for which appointed | {| | |
| From | (DD/MM/YYYY) |
| {| | |||
| To | (DD/MM/YYYY) |
| (g) | *Number of financial year(s) to which appointment relates | {| | |
| (h) | *Whether the appointment of auditor is within the limit of twenty companies as specified in sub-section 3(g) of section 141YesNo |
| (i) | *Specify the tenure of previous appointment(s) of the auditor or auditor's firm or its member in the same company in which audit was conducted or is functioning ( excluding previous years having break of five or more years as specified in Rule 6) |
| *Number of Financial year(s) | {| | ||
| S. No. | Person appointed as auditor | Financial year Start date | Financial year End date |
| 5 | (a) | * Whether auditor(s) have been appointed in Annual general meeting (AGM)YesNo |
| (b) | If yes, date of AGM | {| | |
| (DD/MM/YYYY) |
| 6. | *Date of appointment | {| | |
| (DD/MM/YYYY) |
| 7. | (a) | * Whether auditor is appointed due to casual vacancy in the office of auditorYesNo |
| (b) | *Specify the SRN of relevant form | {| | |
| (c) | * person vacated the the officeIndividualAuditor's Firm |
| (d) | *Mention the membership number of auditor or Registration Number of auditor's firm who has vacated the office | {| | |
| (e) | *Mention the date of such vacancy | {| | |
| (f) | *Reasons of the casual vacancy | {| | |
| Attachments | List of Attachments | ||
| (1) | Copy of the intimation sent by company; | {| | |
| Declaration | |
| I am authorized by the Board of Directors of theCompany vide resolution number *Dated *to sign this form anddeclare that all the requirements of Companies Act, 2013 and therules made thereunder in respect of the subject matter of thisform and matters incidental thereto have been complied with.I also declare that all the information given herein above istrue, correct and complete including the attachments to thisform and nothing material has been suppressed. | |
| *To be digitally signed by | |
| *Designation | |
| *Director identification number of the director; or | |
| DIN or PAN of the manager/CEO/CFO; or | |
| Membership number of the Company secretary |
| Note: Attention is also drawn to provisions ofSection 448 of the companies Act which provide for punishment forfalse statement |
| This eForm has been taken on file maintained by the registrar of companies through electronic mode and on the basis of statement of correctness given by the company |
| {| | ||
| [FORM NO. ADT-2] [Substituted by Notification NO. G.S.R. 174(E), dated 16.2.2018 (w.e.f. 31.3.2014).][Pursuant to section 140(I) of the Companies Act, 2013 and Rule 7(I) of the companies (Audit and Auditors) Rules, 2014] | Application for removal of auditor(s)from his/their office before expiry of term |
| Form languageEnglishHindi |
| Refer instruction kit for details. | {| | |
| 1. | *(a) | Corporate identity number (CIN) of the company | {| |
| (b) | Global location number (GLN) of the company | {| | |
| 2. | (a) | Name of the company | {| |
| (b) | Address of the registered office of the company | {| | |
| (c) | *email ID of the company | {| | |
| 3. | *Details of the application clearly indicating the grounds for seeking removal of auditor |
| {| | |
| 4. | *Whether the accounts have been qualified during last three yearsYesNoNot applicableIf Yes, give details |
| {| | |
| 5. | *Details of opportunity given to auditor concerned for being heard |
| {| | |
| 6. | *Whether any civil or criminal proceedings are pending between the company and the concerned officersYesNoIf Yes, give details |
| {| | |
| 7. | (a) | *Date of appointment of the concerned auditor | {| |
| (b) | *SRN of relevant form filed for appointment of the auditor | {| | |
| (c) | *Category of auditorIndividualAuditor's firm |
| (d) | *Membership number of the auditor or Registration number of the firm | {| | |
| (e) | *Period for which the auditor was appointed | {| | |
| From | to |
| 8. | *Whether any special notice has been received for removal of auditorYesNo |
| *If yes, mention the date of receipt of notice | {| | |
| Percentage of capital held by the members giving such notice or percentage of the number of members in case of company limited by members | {| | |
| 9. | *Whether all due audit fee has been paid to the concerned auditorsYesNo |
| If no mention the amount of arrears | {| | |
| 10. | Details of other services been rendered by such auditors to the company |
| {| | |
| 11. | *Pendency of Audit i.e. number of financial years for which audit is pending |
| {| | |
| 12. | * Stage of accounts of the company for each of such financial year which is yet to be approved by the Board or approved by the Board but yet to be handed over to auditors or approved by the Board, handed over to auditors by audit not yet completed or audit completed, draft report not yet given by the auditors. |
| Financial year end date | State of accounts | Particulars |
| 13. | * Whether there is any dispute with regard to the Books of Accounts in the possession of auditors but not delivered back to the companyYesNo |
| Attachments | List of Attachments | ||
| (1) | Details of the grounds for seeking removal of auditor | {| | |
| Declaration | |
| I am authorized by the Board of Directors of theCompany vide resolution number**Datedto sign this form anddeclare that all the requirements of Companies Act, 2013 and therules made thereunder in respect of the subject matter of thisform and matters incidental thereto have been complied with.I also declare that all the information given herein above istrue, correct and complete including the attachments to thisform and nothing material has been suppressed. | |
| *To be digitally signed by | |
| *Designation | |
| *Director identification number of the director; or | |
| DIN or PAN of the manager or CEO or CFO; or | |
| Membership number of the Company secretary |
| Note: Attention is also drawn to provisions ofSection 448 and section 449 which provide for punishment for false statement and false evidence. |
| For office use only: | |||
| eForm Service request number (SRN) | eForm filing date | (DD/MM/YYYY) | |
| Digital signature of the authorising officer | |||
| This e-Form is hereby approved | |||
| This e-Form is hereby rejected | |||
| Date of signing | (DD/MM/YYYY) |
| FORM NO. ADT-3 |
| [See rule 8 of Companies (Audit and Auditors)Rules, 2014] |
| Notice of Resignation by the Auditor |
| 1. (a) Corporate identity number (CIN) or foreign companyregistration number (FCRN) of the company: |
| (b) Global Location Number (GLN)of company: |
| 2. (a) Name of the company: |
| (b) Address of the registeredoffice or of the principal place of business in India of thecompany: |
| (c) E-mail ID of the company: |
| 3. Category of AuditorIndividualFirm |
| 4. (a) Income Tax PAN of auditor or auditor's firm |
| (b) Name of the auditor orauditor's firm |
| (c) Membership Number of auditoror auditor's firm's registration number |
| (d) Address of the auditor orauditor's firm |
| (e) City |
| (f) State |
| (g) Pin code |
| (h) Email id of the auditor orauditor's firm |
| 5. Reasons for resignation |
| 6. Whether letter of resignation is attached Yes/No |
| 7. Any other facts relevant to the resignation |
| Verification |
| I hereby confirm that the information given in this form andits attachments is correct and complete. |
| I am duly authorised to sign and submit this form. |
| To be digitally signed by Auditor / Partner of the audit firm |
| Whether Associate or Fellow: |
| ____ Associate _____ Fellow |
| Membership Number: |
| Attachments: |
| 1. Resignation letter, if attached |
| 2. optional attachments, if any. |
| Form No.ADT-4 |
| Report to the Central Government |
| [See rule 13(4) of the Companies (Audit andAuditors) Rules, 2014] |
| Date: |
| Subject:Report under sub-section (12) of section 143of the Companies Act, 2013 on suspected offence involving fraudbeing committed or having been committed |
| 1) (a) Name of the Company |
| (b) CIN: |
| (c) Address of the RegisteredOffice: |
| 2) (a) Name of the auditor or auditor's Firm |
| (b) Membership Number |
| (c) Address |
| 3) Date of the annual general meeting when the Auditor wasappointed or reappointed |
| 4) SRN and date of filing |
| 5) Address of the office or location where the suspectedoffence is believed to have been or is being committed |
| 6) Full details of the suspected offence involving fraud(attach documents in support) |
| 7) Particulars of the officers or employees who are suspectedto be involved in the commission of the offence, if any: |
| a) Name(s) : |
| b) Designation |
| c) If Director, his DIN |
| d) PAN |
| 8) Basis on which fraud is suspected: |
| 9) Period during which the suspected fraud has occurred |
| 10) Date of sending report to the Board or Audit committee asper rule 13(1) |
| 11) Date of reply received from Board or Audit committee, ifany and if so received, attach copy thereof and give gist of thereply |
| 12) Whether the auditor is satisfied with the reply of theBoard or Audit committee. Yes _____ No _____. |
| 13) Estimated amount involved in the suspected fraud; |
| 14) Details of steps , if any, taken by the company in thisregard; |
| (Furnish full details with references) |
| 15) Any other relevant information. |
| Verification |
| I, ...................., Proprietor/Partner of................., Chartered Accountants do hereby declare thatthe information furnished above is true, correct and complete inall respects including the attachments to this form. |
| (Name, Signature andSeal of the Auditor) |
| Attachments: |
| 1 Optional attachments |
| Note :The report on this form along with attachmentsthereto is to be given in a sealed cover to the Secretary,Ministry of Corporate Affairs in the manner provided in Rule 13. |