Close to twenty company audits? Count what actually counts partner by partner — and check how long the firm can stay with the client in the auditor rotation tracker.
Section 141 of the Companies Act, 2013 does two things. Sub-section (1) says who can be an auditor at all: a chartered accountant in practice, or a firm — including an LLP — in which the majority of partners practising in India are qualified. Sub-section (3) then lists the persons who cannot be appointed even though they are qualified: a body corporate other than an LLP; an officer or employee of the company; a partner or employee of such an officer or employee; a person with a financial interest in, a debt to, or a guarantee in favour of the company or its group; a person with a business relationship with it; a person whose relative is a director or key managerial personnel; a person in full-time employment elsewhere or already at the twenty-company ceiling; a person convicted of fraud in the last ten years; and a person rendering a service barred by Section 144.
The money limits sit in Rule 10 of the Companies (Audit and Auditors) Rules, 2014. The auditor and the auditor’s partners cannot hold any security of or interest in the company, its subsidiary, its holding or associate company, or a subsidiary of that holding company — there is no small-holding allowance. A relative may hold securities of face value not exceeding ₹1 lakh. Indebtedness of the auditor, a relative or a partner to the company or those group entities disqualifies when it is in excess of ₹5 lakh, and a guarantee or security given for a third person’s indebtedness disqualifies when it is in excess of ₹1 lakh. Rule 10(4) defines a business relationship as any transaction entered into for a commercial purpose, with two exceptions: professional services an auditor is permitted to render, and transactions in the ordinary course of the company’s business at arm’s length price.
Section 144 supplies the last limb. An auditor may provide the company only such other services as the Board or the audit committee approves, and never — directly or indirectly, to the company, its holding company or its subsidiary — accounting and book-keeping services, internal audit, design and implementation of any financial information system, actuarial services, investment advisory services, investment banking services, outsourced financial services, or management services. “Indirectly” is defined widely: for a firm it covers the partners, the firm’s parent, subsidiary or associate entities, and any entity in which the firm or a partner has significant influence or control, or whose name, trade mark or brand the firm uses. Rendering any of these is itself a disqualification under Section 141(3)(i).
A three-partner firm is offered the statutory audit of a private company. One partner’s spouse holds shares in the company’s holding company with a face value of ₹1,40,000. Another partner has an outstanding vehicle loan of ₹3,80,000 from the company, which is a non-banking finance company. An associate entity that uses the firm’s brand maintains the books of the company’s subsidiary.