Section 143 — Powers and duties of auditors and auditing standards

(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 c ompany 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 a nd 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 exp lanations 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 requ ired 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 bra nch 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 au ditors 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, reservatio n or adverse remark relating to the maintenance of accounts and
other matters connected therewith;

1. Subs. by Act 1 of 2018, s. 43, for “its subsidiaries” (w.e.f. 9-2-2018).

(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 Compt roller 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 supp lementary 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 In dia 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, constitute d 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:

1. Subs. by Act 1 of 2018, s. 43, for “internal financial controls system” (w.e.f. 9-2-2018).
2. Subs. by notification No. S.O. 2226(E), dated 4th September, 2014 for certain words (w.e.f. 4-9-2014).

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 Reporti ng 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 fr auds 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 compa ny 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.]