Companies Act Section 143 — Powers and duties of auditors and auditing standards
CHAPTER X AUDIT AND AUDITORS
Commercial / Corporate
Summary
Sub-section (1) gives every auditor of a company the right to access the company's books of account and vouchers at all times, whether these are kept at the registered office or anywhere else. The auditor can also demand from company officers any information or explanation needed to perform audit duties. The auditor must inquire into specific matters: whether loans and advances made on security are properly secured and whether their terms harm the company or its members; whether transactions shown only as book entries harm the company; whether assets like shares, debentures, and other securities (for companies that are not investment or banking companies) were sold for less than their purchase price; whether loans and advances have been wrongly shown as deposits; whether personal expenses have been charged to the revenue account; and whether shares stated as allotted for cash actually received cash, and if not, whether the accounts and balance sheet present the position correctly and without being misleading. The proviso adds that an auditor of a holding company also has the right to access records of its subsidiaries and associate companies, to the extent needed for consolidating financial statements.
Sub-section (2) requires the auditor to make a report to the members of the company on the accounts examined and on every financial statement that must be laid before the company in a general meeting. The report must take into account the provisions of the Act, accounting and auditing standards, and other matters required to be included in the audit report. Based on the auditor's best information and knowledge, the report must state whether the accounts and financial statements give a true and fair view of the company's affairs at the end of the financial year, including profit or loss and cash flow for that year, along with any other prescribed matters.
Sub-section (3) lists what the auditor's report must also state. Under clause (a), it must state whether the auditor sought and obtained all necessary information and explanations, and if not, the details and their effect on the financial statements. Under clause (b), it must state whether proper books of account required by law have been kept, as far as appears from the auditor's examination, and whether adequate returns have been received from branches not visited. Under clause (c), it must state whether the report on any branch office accounts audited by someone other than the company's auditor has been sent to the auditor, and how the auditor dealt with it. Under clause (d), it must state whether the balance sheet and profit and loss account are in agreement with the books of account and returns. Under clause (e), it must state whether the financial statements comply with accounting standards. Under clause (f), it must include the auditor's observations or comments on financial transactions or matters that adversely affect the company's functioning. Under clause (g), it must state whether any director is disqualified from being appointed under sub-section (2) of section 164. Under clause (h), it must include any qualification, reservation, or adverse remark relating to maintenance of accounts and connected matters. Under clause (i), it must state whether the company has adequate internal financial controls with reference to financial statements and whether those controls are operating effectively. Under clause (j), it must include such other matters as may be prescribed.
Sub-section (4) provides that if any matter required to be included in the audit report is answered in the negative or with a qualification, the report must state the reasons for that negative answer or qualification.
Sub-section (5) deals with Government companies or companies owned or controlled by the Central Government, State Governments, or both. In such cases, the Comptroller and Auditor-General of India appoints the auditor under section 139 and directs how the accounts are to be audited. The appointed auditor must then submit a copy of the audit report to the Comptroller and Auditor-General, which must include any directions issued by the Comptroller and Auditor-General, the action taken on those directions, and their impact on the accounts and financial statements.
Sub-section (6) gives the Comptroller and Auditor-General of India the right, within sixty days of receiving the audit report under sub-section (5), to conduct a supplementary audit of the financial statements through authorised persons, and to require additional information to be furnished for that audit. The Comptroller and Auditor-General may also comment upon or supplement the audit report. The proviso states that any such comments or supplements must be sent by the company to every person entitled to copies of the audited financial statements and placed before the annual general meeting in the same manner and at the same time as the audit report.
Sub-section (7) allows the Comptroller and Auditor-General of India, without prejudice to other provisions in this Chapter, to order a test audit of the accounts of any company covered under sub-section (5) or sub-section (7) of section 139, if considered necessary. The provisions of section 19A of the Comptroller and Auditor-General's (Duties, Powers and Conditions of Service) Act, 1971 apply to the report of such test audit.
Sub-section (8) deals with branch offices. If a company has a branch office, its accounts must be audited either by the company's auditor appointed under the Act, or by another person qualified to be appointed as an auditor under the Act and appointed under section 139. If the branch is outside India, the accounts may be audited by the company's auditor, or by an accountant or other person qualified under the laws of that country. The duties and powers of the company's auditor regarding the branch audit and any branch auditor are as prescribed. The proviso states that the branch auditor must prepare a report on the branch accounts examined and send it to the company's auditor, who will deal with it in the audit report as considered necessary.
Sub-section (9) requires every auditor to comply with the auditing standards.
Sub-section (10) begins to address the Central Government's powers, but the official text
Official Text
(1) Every auditor of a company shall have a right of access at all times to the books of account and vouchers of the company, whether kept at the registered office of the company or at any other place and shall be entitled to require from the officers of the company such information and explanation as he may consider necessary for the performance of his duties as auditor and amongst other matters inquire into the following matters, namely:—
(a) whether loans and advances made by the company on the basis of security have been properly secured and whether the terms on which they have been made are prejudicial to the interests of the company or its members;
(b) whether transactions of the company which are represented merely by book entries are prejudicial to the interests of the company;
(c) where the company not being an investment company or a banking company, whether so much of the assets of the company as consist of shares, debentures and other securities have been sold at a price less than that at which they were purchased by the company;
(d) whether loans and advances made by the company have been shown as deposits;
(e) whether personal expenses have been charged to revenue account;
(f) where it is stated in the books and documents of the company that any shares have been allotted for cash, whether cash has actually been received in respect of such allotment, and if no cash has actually been so received, whether the position as stated in the account books and the balance sheet is correct, regular and not misleading:
Provided that the auditor of a company which is a holding company shall also have the right of access to the records of all 1[its subsidiaries and associate companies] in so far as it relates to the consolidation of its financial statements with that of 1[its subsidiaries and associate companies.]
(2) The auditor shall make a report to the members of the company on the accounts examined by him and on every financial statements which are required by or under this Act to be laid before the company in general meeting and the report shall after taking into account the provisions of this Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of this Act or any rules made thereunder or under any order made under sub-section (11) and to the best of his information and knowledge, the said accounts, financial statements give a true and fair view of the state of the company’s affairs as at the end of its financial year and profit or loss and cash flow for the year and such other matters as may be prescribed.
(3) The auditor’s report shall also state—
(a) whether he has sought and obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purpose of his audit and if not, the details thereof and the effect of such information on the financial statements;
(b) whether, in his opinion, proper books of account as required by law have been kept by the company so far as appears from his examination of those books and proper returns adequate for the purposes of his audit have been received from branches not visited by him;
(c) whether the report on the accounts of any branch office of the company audited under sub-section (8) by a person other than the company’s auditor has been sent to him under the proviso to that sub-section and the manner in which he has dealt with it in preparing his report;
(d) whether the company’s balance sheet and profit and loss account dealt within the report are in agreement with the books of account and returns;
(e) whether, in his opinion, the financial statements comply with the accounting standards;
(f) the observations or comments of the auditors on financial transactions or matters which have any adverse effect on the functioning of the company;
(g) whether any director is disqualified from being appointed as a director under sub-section (2) of section 164;
(h) any qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith;
(i) whether the company has adequate 1[internal financial controls with reference to financial statements] in place and the operating effectiveness of such controls;
(j) such other matters as may be prescribed.
(4) Where any of the matters required to be included in the audit report under this section is answered in the negative or with a qualification, the report shall state the reasons therefor.
(5) 2[In the case of a Government company or any other company owned or controlled, directly or indirectly, by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, the Comptroller and Auditor General of India shall appoint the auditor under sub-section (5) or sub-section (7) of Section 139 and direct such auditor the manner in which the accounts of the company are required to be audited and] thereupon the auditor so appointed shall submit a copy of the audit report to the Comptroller and Auditor-General of India which, among other things, include the directions, if any, issued by the Comptroller and Auditor-General of India, the action taken thereon and its impact on the accounts and financial statement of the company.
(6) The Comptroller and Auditor-General of India shall within sixty days from the date of receipt of the audit report under sub-section (5) have a right to,—
(a) conduct a supplementary audit of the financial statement of the company by such person or persons as he may authorise in this behalf; and for the purposes of such audit, require information or additional information to be furnished to any person or persons, so authorised, on such matters, by such person or persons, and in such form, as the Comptroller and Auditor-General of India may direct; and
(b) comment upon or supplement such audit report:
Provided that any comments given by the Comptroller and Auditor-General of India upon, or supplement to, the audit report shall be sent by the company to every person entitled to copies of audited financial statements under sub section (1) of section 136 and also be placed before the annual general meeting of the company at the same time and in the same manner as the audit report.
(7) Without prejudice to the provisions of this Chapter, the Comptroller and Auditor-General of India may, in case of any company covered under sub-section (5) or sub-section (7) of section 139, if he considers necessary, by an order, cause test audit to be conducted of the accounts of such company and the provisions of section 19A of the Comptroller and Auditor-General’s (Duties, Powers and Conditions of Service) Act, 1971 (56 of 1971), shall apply to the report of such test audit.
(8) Where a company has a branch office, the accounts of that office shall be audited either by the auditor appointed for the company (herein referred to as the company’s auditor) under this Act or by any other person qualified for appointment as an auditor of the company under this Act and appointed as such under section 139, or where the branch office is situated in a country outside India, the accounts of the branch office shall be audited either by the company’s auditor or by an accountant or by any other person duly qualified to act as an auditor of the accounts of the branch office in accordance with the laws of that country and the duties and powers of the company’s auditor with reference to the audit of the branch and the branch auditor, if any, shall be such as may be prescribed:
Provided that the branch auditor shall prepare a report on the accounts of the branch examined by him and send it to the auditor of the company who shall deal with it in his report in such manner as he considers necessary.
(9) Every auditor shall comply with the auditing standards.
(10) The Central Government may prescribe the standards of auditing or any addendum thereto, as recommended by the Institute of Chartered Accountants of India, constituted under section 3 of the Chartered Accountants Act, 1949 (38 of 1949), in consultation with and after examination of the recommendations made by the National Financial Reporting Authority:
Provided that until any auditing standards are notified, any standard or standards of auditing specified by the Institute of Chartered Accountants of India shall be deemed to be the auditing standards.
(11) The Central Government may, in consultation with the National Financial Reporting Authority, by general or special order, direct, in respect of such class or description of companies, as may be specified in the order, that the auditor’s report shall also include a statement on such matters as may be specified therein: 1[Provided that until the National Financial Reporting Authority is constituted under section 132, the Central Government may hold consultation required under this sub-section with the Committee chaired by an officer of the rank of Joint Secretary or equivalent in the Ministry of Corporate Affairs and the Committee shall have the representatives from the Institute of Chartered Accountants of India and Industry Chambers and also special invitees from the National Advisory Committee on Accounting Standards and the office of the Comptroller and Auditor-General.] 2[
(12) Notwithstanding anything contained in this section, if an auditor of a company in the course of the performance of his duties as auditor, has reason to believe that an offence of fraud involving such amount or amounts as may be prescribed, is being or has been committed in the company by its officers or employees, the auditor shall report the matter to the Central Government within such time and in such manner as may be prescribed:
Provided that in case of a fraud involving lesser than the specified amount, the auditor shall report the matter to the audit committee constituted under section 177 or to the Board in other cases within such time and in such manner as may be prescribed:
Provided further that the companies, whose auditors have reported frauds under this sub-section to the audit committee or the Board but not reported to the Central Government, shall disclose the details about such frauds in the Board's report in such manner as may be prescribed.]
(13) No duty to which an auditor of a company may be subject to shall be regarded as having been contravened by reason of his reporting the matter referred to in sub-section (12) if it is done in good faith.
(14) The provisions of this section shall mutatis mutandis apply to—
(a) the 3[cost accountant] conducting cost audit under section 148; or
(b) the company secretary in practice conducting secretarial audit under section 204. 4[
(15) If any auditor, cost accountant, or company secretary in practice does not comply with the provisions of sub-section (12), he shall, —
(a) in case of a listed company, be liable to a penalty of five lakh rupees; and
(b) in case of any other company, be liable to a penalty of one lakh rupees.]