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Microlesson · 5-min read

Eligibility, Qualifications and Disqualifications of Auditor (Section 141)

# Eligibility, Qualifications & Disqualifications — Section 141

## Who is qualified to be appointed as Auditor — Section 141(1)

  • Individual: Must be a Chartered Accountant (holding certificate of practice).
  • Firm (including LLP): Where majority of partners practicing in India are Chartered Accountants, the firm may be appointed in its firm name. Only the CA partners shall be authorised to act and sign on behalf of the firm.

## Disqualifications — Section 141(3)

The following persons shall NOT be eligible for appointment as auditor of a company:

### (a) Body Corporate

A body corporate other than an LLP.

### (b) Officer or Employee

An officer or employee of the company.

### (c) Partner / Employee of Officer or Employee

A person who is a partner, or who is in the employment, of an officer or employee of the company.

### (d) Holding Security or Interest

A person who, or his relative or partner:

PersonRestriction
Self or PartnerHolds any security or interest in the company, or its subsidiary, or its holding, or associate company, or subsidiary of holding company
RelativeMay hold security of face value not exceeding ₹1 lakh

Exception for Relatives: Security of face value ≤ ₹1,00,000. If the limit is exceeded, the auditor must take corrective action within 60 days.

### (d)(ii) Indebtedness

  • A person whose relative is indebted to the company / its subsidiary / holding / associate / subsidiary of holding company in excess of ₹5,00,000.

### (d)(iii) Guarantee/Security

  • A person who or whose relative has given guarantee or provided security in connection with the indebtedness of any third person to the company / its subsidiary / holding / associate in excess of ₹1,00,000.

### (e) Business Relationship

A person or firm who, whether directly or indirectly, has a business relationship with the company / its subsidiary / holding / associate, of such nature as may be prescribed.

Exception:

  • Transactions in the ordinary course of business at arm's length price.
  • Professional services rendered by the auditor.

### (f) Relative as Director / KMP

A person whose relative is a Director or is in employment of the company as a Director or KMP.

### (g) Holding Appointment in More than 20 Companies

A person who is in full-time employment elsewhere, OR a person who, or partner of a firm holding appointment as auditor, holds appointment as auditor of more than 20 companies (other than OPC, dormant company, small company and private company having paid-up share capital less than ₹100 crore).

### (h) Convicted of Fraud

A person who has been convicted by a court of an offence involving fraud and a period of 10 years has not elapsed from the date of such conviction.

### (i) Consulting & Specialized Services

A person who, directly or indirectly, renders any service referred to in Section 144 to the company or its holding / subsidiary company.

## Disqualification Incurred After Appointment — Section 141(4)

Where a person appointed as auditor of a company incurs any of the disqualifications mentioned in Section 141(3) after his appointment, he shall be deemed to have vacated his office and such vacation shall be deemed to be a casual vacancy in the office of the auditor.

Worked example

### Example 1

Example 1 — Relative holding shares: Mrs. X, wife of CA X, holds shares of face value ₹80,000 in ABC Ltd. Can CA X be appointed as auditor of ABC Ltd.?

Answer: Yes. Relatives are permitted to hold securities of face value up to ₹1,00,000. Since ₹80,000 is within the limit, CA X is eligible.

### Example 2

Example 2 — Relative indebted: CA Y is proposed as auditor of XYZ Ltd. His father has taken a loan of ₹4,50,000 from XYZ Ltd. Is CA Y eligible?

Answer: Yes. The disqualification under Section 141(3)(d)(ii) applies only if relative's indebtedness exceeds ₹5,00,000. Since ₹4,50,000 is within the limit, CA Y is eligible.

### Example 3

Example 3 — Ceiling of 20 Companies: CA Z is currently auditor of 18 public companies and 5 OPCs. Can he accept appointment as auditor of 3 more public companies?

Answer: Yes. OPCs, dormant companies, small companies, and private companies with paid-up capital < ₹100 crore are excluded from the ceiling. So CA Z has only 18 audits counting toward the limit. He can accept 2 more (to reach 20), but not 3.

### Example 4

Example 4 — Disqualification after Appointment: After appointment, CA P's spouse purchased shares of face value ₹2,00,000 in the audited company. What is the consequence?

Answer: Under Section 141(4), CA P is deemed to have vacated his office, creating a casual vacancy. The relative must dispose of excess holdings within 60 days; otherwise corrective action is required.

⚠️ Common exam mistakes

  • Forgetting that LLPs (although bodies corporate in nature) ARE eligible — only other bodies corporate are disqualified.
  • Applying the ₹1 lakh limit to the auditor or his partner himself — they cannot hold ANY securities. The ₹1 lakh limit applies only to relatives.
  • Confusing the monetary limits: ₹1 lakh (securities by relative), ₹5 lakh (indebtedness of relative), ₹1 lakh (guarantee by relative).
  • Counting OPCs, dormant, small, and small private companies (paid-up < ₹100 cr) in the 20-company ceiling — they are excluded.
  • Thinking 'business relationship' bars ALL transactions — arm's length ordinary-course transactions and professional services are exempted.
  • Treating disqualification incurred post-appointment as removal — it is automatic vacation creating a casual vacancy.
Bare-Act text Section 141 · Companies Act, 2013 · click to expand
Section 141(1): A person shall be eligible for appointment as an auditor of a company only if he is a chartered accountant: Provided 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. Section 141(3): The following persons shall not be eligible for appointment as an auditor of a company, namely:— (a) a body corporate other than a limited liability partnership registered under the Limited Liability Partnership Act, 2008; (b) an officer or employee of the company; ...
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