Compliances for Change of Auditors in a Company

Updated on April 12, 2025 04:06:10 PM

Changing auditors in a company is a major corporate decision that requires due care and in accordance with the provisions of the Companies Act, 2013. Whether the reason for the change is the end of the term of the auditor, resignation, or removal, the process involves various legal formalities and regulatory filings. The Ministry of Corporate Affairs (MCA) has put in place specific procedures for ensuring transparency, accountability, and integrity of financial reporting during such transitions.

The process is generally initiated through a Board of Directors' resolution, which is later approved by the shareholders through a general meeting. Depending upon the nature of the change, filings such as Form ADT-1, ADT-2, ADT-3, and MGT-14 would need to be filed within specific timelines. Also, in case of removal of an auditor before the completion of their term, prior approval of the Central Government is necessary.

The companies should also ensure that the new auditor provides written consent and a certificate of eligibility prior to the appointment. Non-compliance with these requirements could result in penalties and affect the company's compliance rating. It is, therefore, important for companies to recognize the rules and adhere to the due process when changing auditors.

ADT3 Certificate [Sample]

Download ADT3 Certificate [Sample]

The Process of Changing Auditors of a Company

The process of changing auditors according to compliances under the companies Act, 2013 is as follows:

  • Step-1: Letter of Resignation from Resigning Auditor must be received by filing Form ADT-3
  • Step-2: Written consent must be taken from the proposed auditor for his appointment and he must also disclose his eligibility.
  • Step-3: Board Meeting must be convened by the board members for changing the auditor.
  • Step-4: Pass a Board Resolution with a positive consent from the majority of the stakeholders.
  • Step-5: Send Notice to members for General Meeting for changing the auditor or filling up the vacancy.
  • Step-6: File Form ADT-1 With the Registrar of Companies(ROC) within 30 days of appointment of auditors along with the required fee and documents.

It must be noted that under the provisions of changing the auditor in a company may need professional assistance to complete the process smoothly. Contact our Team at Professional utilities to know about the compliances for change of auditors in a company.

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Reasons for Change in Auditors in a Company

Companies may choose to change their auditors for various reasons. Some common factors include:

  • Rotation Policies: In some jurisdictions, regulatory bodies require companies to rotate their audit firms periodically. This aims to enhance independence and objectivity in the audit process and prevent long-standing relationships between companies and auditors that could compromise impartiality.
  • Quality Concerns: Companies may opt for a change in auditors if they have concerns about the quality of services provided by their existing audit firm. This could involve issues such as recurring audit deficiencies, lack of industry expertise, or inadequate communication and responsiveness.
  • Mergers and Acquisitions: In cases of mergers, acquisitions, or corporate restructuring, a change in auditors is often necessary due to conflicts of interest or the need for a fresh perspective on the combined entity's financial statements.
  • Specialized Expertise: As businesses evolve, they may require auditors with specialized industry knowledge or experience. Companies might switch auditors to engage firms that have a deeper understanding of their specific industry, which can lead to more accurate and insightful financial reporting.
  • Additional Compliance Note: In order to act in compliance with the Companies Act, 2013, auditors must be replaced every five years in a company to maintain transparency in the operation. If in case there is no plan to make changes or replacement of the auditor then this decision must be taken in the Annual General Meeting and the resolution must be communicated to all the stakeholders. In order to act in compliance with the Companies Act, 2013, auditors must be replaced every five years in a company to maintain transparency in the operation. If in case there is no plan to make changes or replacement of the auditor then this decision must be taken in the Annual General Meeting and the resolution must be communicated to all the stakeholders.
Reasons for Change in Auditors in a Company
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Impact of Auditors on Businesses and Investors

Changing auditors can have implications for both businesses and investors:

Impact of Auditors on Businesses and Investors
  • Improved Audit Quality: A change in auditors can bring fresh perspectives, enhanced methodologies, and specialized expertise to the audit process. This can result in improved audit quality, ensuring more accurate and reliable financial reporting.
  • Enhanced Investor Confidence: When companies proactively change auditors, it demonstrates their commitment to transparency and accountability. This, in turn, can enhance investor confidence in the company's financial statements and the overall integrity of the financial reporting process.
  • Transition Costs: Changing auditors may involve certain costs and disruptions, such as additional time and resources required to facilitate the transition. However, these short-term inconveniences are usually outweighed by the long-term benefits of having an effective audit function.
  • Adjustments to Audit Procedures: Incoming auditors may employ different audit procedures and techniques compared to the previous auditors. While this can lead to a more robust audit, it may also result in adjustments to the company's internal controls and reporting systems to align with the new auditor's requirements.
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Conclusion

Change is an inherent part of the business world, and the decision to change auditors is no exception. Companies undertake this process for various reasons, such as regulatory requirements, quality concerns, industry expertise, or corporate events.

By understanding the reasons behind these changes and the process involved, businesses and investors can navigate the transition smoothly, ultimately leading to improved audit quality, enhanced investor confidence, and stronger financial reporting practices.

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Frequently Asked Questions

How do I change a company's auditor?

Company’s auditors can be changed by passing a board resolution and filing necessary forms with the ROC.

What is the reason for the change in auditor?

The reason for the change in auditor is internal policies, injecting fresh talent, compliance requirements, expertise, quality needs.

What is Section 140 of the Companies Act?

Section 140 of the Companies Act deals with removal, resignation of an auditor.

Do companies need to change auditors?

Yes, it is mandatory to change auditors every five years in all the companies to make sure about the quality of audits in a company.

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