Clarification on Rotation of Auditor

Every company is required at its first annual general meeting (AGM) to appoint an individual or a firm as an auditor. The auditor shall hold office from the conclusion of that meeting till the conclusion of its 6th AGM and thereafter till the conclusion of every 6th meeting

The appointment of auditor is to be ratified at every AGM.

Individual Auditors are to be compulsorily rotated every 5 years and audit firm every 10 years in listed companies & certain other classes of companies, as may be prescribed.

Transition period of 3 years provided to the companies to comply with the mandatory rotation of auditor requirement

Listed company or all unlisted public companies having paid up share capital of Rs. 10 crore or more, all private limited companies having paid up share capital of Rs. 20 crore or more, all companies having public borrowings from financial institutions, banks or public deposits of Rs. 50 fifty crores or more shall not appoint or re-appoint an individual as auditor for more than one term of 5 consecutive Years; and an audit firm as auditor for more than two terms of 5 consecutive years.

These auditor (either individual/audit firm) can be re-appointed after cooling off period of 5 years. Three years transition period will be given to comply this requirement. No audit firm shall be appointed as auditor of the company for a period of five years, if same firm presently having a common partner(s) to the previous audit firm, whose tenure has expired in a company immediately preceding the financial year. The right of the company to remove the auditor or the right of the auditor to resign from such office of the company is not affected by this sub-section. Thus, an auditor can resign or be removed by the shareholders before completion of his term as discussed above. The firm shall include a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008.

ROTATION OF AUDITORS-   has to comply with in three years from the commencement of the Act

Section 139(3) Members of a company can provide for following by passing a resolution:

(a) In the audit firm appointed by it, the auditing partner and his team shall be rotated at such intervals as may be resolved by members; or

(b) The audit shall be conducted by more than one auditor. A transition period of 3 years from the commencement of the Act has been prescribed for the company existing on or before the commencement of the Act, to comply with the provisions of the rotation of auditor.

Illustration on the aforesaid section –Individual Auditor

No of Audit Consecutive Year at Present	Max. no in which he/she can be appointed as Auditor
5	3
4	3
2	3
1	4

 b). Firm as a Auditor

No of Audit Consecutive Year at Present	Max. no in which he/she can be appointed as Auditor
10	3
8	3
6	4
4	6
5	5
2	8

 Explanation: Three year transitional Period allowed to both individual & CA firm as auditor to comply with the same.

Note : An individual as auditor for more than one term of 5 consecutive Years; and an audit firm as auditor for more than two terms of 5 consecutive years.

Illustration

Q.1.For the purpose of rotation of auditors, whether the period for which the individual or the firm has held office as auditor prior to the commencement of the Act shall be taken into consideration for calculating the period of five consecutive years, in case of individual; or ten consecutive years for firm.

Ans. Yes, as per rule 6(3) of Companies (Audit and Auditors) Rules, 2014, the period for which the individual or the firm has held office as auditor prior to the commencement of the Act shall be taken into consideration for the purpose of rotation of auditors. For example, in case of listed and prescribed companies, if an individual has completed four years as an auditor on April 01, 2014, he can continue for one more year in the same company and not more than that. Further, if he wishes to again get appointed there, he may do so after the cooling period of five years from the completion of his term of five years.

Q.2. Please Clarify whether the appointment of Cost auditor shall be for a period of 5/ 10 years like that of the Statutory Auditor as prescribed under Section 139.

Ans: The Concepts of Cost auditor and statutory auditor are completely different from each other. No Order has been issued by the Central Government till date. Hence, old Orders, guidelines rules and regulation regarding the cost audit issued under Companies Act, 1956 will continue to be applicable to the Company for 2014-15.