Section 141: Eligibility, qualifications and disqualifications of auditors
This section sets out the eligibility, qualifications and disqualifications for auditors of a company.
The section, clause by clause
What the section says
In plain terms
(1)A person shall be eligible for appointment as an auditor of a company only if he is a chartered accountant:
A person can be appointed as an auditor of a company only if they are a chartered accountant, or a firm can be appointed if most of its partners practising in India are chartered accountants.
provisoProvided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be auditor of a company.
(2)Where a firm including a limited liability partnership is appointed as an auditor of a company, only the partners who are chartered accountants shall be authorised to act and sign on behalf of the firm.
If a firm is appointed as an auditor, only the partners who are chartered accountants can act and sign on behalf of the firm.
(3)The following persons shall not be eligible for appointment as an auditor of a company, namely:—
Certain people are not eligible to be auditors, including body corporates, company officers or employees, people with certain financial interests in the company, and those with business relationships with the company, as well as people who have been convicted of fraud in the last 10 years.
(3)(a)a body corporate other than a limited liability partnership registered under the Limited Liability Partnership Act, 2008 (6 of 2009);
(3)(b)an officer or employee of the company;
(3)(c)a person who is a partner, or who is in the employment, of an officer or employee of the company;
(3)(d)a person who, or his relative or partner—
(3)(d)(i)is holding any security of or interest in the company or its subsidiary, or of its holding or associate company or a subsidiary of such holding company:
provisoProvided that the relative may hold security or interest in the company office value not exceeding one thousand rupees or such sum as may be prescribed;
(3)(d)(ii)is indebted to the company, or its subsidiary, or its holding or associate company or a subsidiary of such holding company, in excess of such amount as may be prescribed; or
(3)(d)(iii)has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, or its subsidiary, or its holding or associate company or a subsidiary of such holding company, for such amount as may be prescribed;
(3)(e)a person or a firm who, whether directly or indirectly, has business relationship with the company, or its subsidiary, or its holding or associate company or subsidiary of such holding company or associate company of such nature as may be prescribed;
(3)(f)a person whose relative is a director or is in the employment of the company as a director or key managerial personnel;
(3)(g)a person who is in full time employment elsewhere or a person or a partner of a firm holding appointment as its auditor, if such persons or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies;
(3)(h)a person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction;
(3)(i)a person who, directly or indirectly, renders any service referred to in section 144 to the company or its holding company or its subsidiary company.
explanationExplanation.—For the purposes of this clause, the term “directly or indirectly” shall have the meaning assigned to it in the Explanation to section 144.]
(4)Where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment, he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor.
If an auditor becomes disqualified after being appointed, they must leave their position, which will be considered a casual vacancy in the office of the auditor.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Subs. by Act 29 of 2020, s. 29, for “five lakh rupees” (w.e.f. 21-12-2020).
- 1. Subs. by Act 1 of 2018, s. 42, for clause (i) (w.e.f. 9-2-2018).
This section refers to
Referred to by
Search the whole Act, or ask it a question, in the interactive browser.
Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.