|
|
|
|
|
|
Lesson#6
|
LEGAL CONSIDERATION REGARDING AUDITING
|
|
|
|
LEGAL CONSIDERATION REGARDING AUDITING
The Audit Requirement
• Not all limited
companies are required to have their financial statements audited. Nor are all
companies required to produce financial statements in the same
formats as many exemptions may
apply to small and medium sized companies.
• Broadly speaking, small
companies are exempt from the audit requirement, small and medium sized
companies may file abbreviated accounts with the registrar of
companies and small companies may
prepare accounts with reduced disclosures for their members.
Appointment, Duties, Rights and Liabilities of Auditor
Appointment:
First Auditors
a) The first auditors of a company shall be appointed by the
directors within 60 days of
incorporation of the company [252(3)]
b) The first auditors will hold office till the first annual
general meeting [252(3)].
c) If the directors fail to appoint the first auditors, the
members shall appoint the first
auditors, provided further that the auditors such appointed
shall not be removed during
the tenure expect through a special resolution [(252(6)].
d) Where the first auditors are not appointed either by the
directors or by the members within
120 days of incorporation of the company, the Securities &
Exchange Commission of
Pakistan (Commission) will appoint the auditor [252(6)].
Subsequent Auditors
(a) At each annual general meeting the company (members) shall
appoint the auditors [252(1)].
(b) The auditors shall hold office from the conclusion of that
meeting till the conclusion of
next annual general meeting [Section 252(1)].
(c) If no auditors are appointed at annual general meeting
Commission shall appoint an auditor.
To exercise this power the company must give notice to
Commission within one week of
these powers having become exercisable [252(7)].
Note: Provided that an
auditor or auditors appointed in a general meeting may be removed before
conclusion of the next annual general meeting through a special
resolution [252(1)].
Casual Vacancy
a) Any casual vacancy shall be filled by directors. [Sec
252(4)].
b) Auditors so appointed shall hold office till next annual
general meeting.[Sec 252(5)]
c) If directors do not appoint auditors to fill casual vacancy
within 30 days, Commission may
appoint an auditor.[Sec 252(6)]
Commission’s powers to appoint auditors [252(6)]
The Securities & Exchange Commission of Pakistan may appoint an
auditor if the following situations arise:
a) First auditors are not appointed within 120 days from
incorporation;
b) Subsequent auditors are not appointed in annual general
meeting;
c) Casual vacancy is not filled within 30 days; and
d) Auditors appointed are unwilling to act as auditors.
To exercise this power, the company must give notice to
Commission within one week of its powers
becoming exercisable.
page
16
SUMMARY
Auditors Time of
appointment
Appointing
Authority
Term of
Office
Appointing
Authority in
default
Remarks
First 1st
Auditors
Within 60 days
of
Incorporation
Directors Till first
AGM
Members Members shall appoint 1st
auditors at a general meeting
within 120 days. After 120
days SECP may make the
appointment.
Subsequent
Auditors
AGM Members Till next
AGM
SECP If auditors are not appointed
in Auditors AGM. AGM,
SECP may appoint auditors.
Casual
Vacancy
Within 30 days
of the vacancy
Directors Till next
AGM
SECP After 30 days of vacancy.
Vacancy of the vacancy
AGM SECP may appoint
auditors.
Remuneration of Auditors [252(8)]
Fixation of remuneration of auditors depends upon the authority
appointing the auditors, i.e.
i) If auditors are appointed by directors, directors shall fix
the remuneration.
ii) If auditors are appointed by COMMISSION, COMMISSION shall
fix remuneration.
iii) In all other cases, the members (Company) shall fix the
remuneration.
Note: Minimum hourly
rates are also recommended by The Institute of Chartered Accountants of Pakistan
(ICAP) which is specified in members’ Handbook Volume II (Part
II ATR-14).
SUMMARY
Appointing Authority Remuneration Fixed by
a) Directors Directors
b) Commission Commission
c) In all other case Members (Company)
Procedure for Change of Subsequent Auditors/ Removal of Auditors
/ Appointment of New
Auditors (Section-253)
New auditors can be appointed in place of retiring auditors if
the following requirements are fulfilled.
a) Notice from a member is required for a resolution at the AGM
(253(1)).
b) The member shall give notice to the company at least 14 days
before the AGM that he
intends to propose the appointment of another person as auditor
(253(2)).
c) On receipt of the notice the company shall send a copy of
such notice to the:
i) retiring auditor, forthwith
ii) members, at least seven days before the AGM. (253(2))
d) In case of a listed company, notice shall be published at
least in one issue of an English
and an Urdu daily newspaper having circulation in the province
where the stock
exchange(s) is situate on which the shares of the company are
listed.
e) The retiring auditor can make representations and the company
shall send a copy of
representation to a member or it may be read at AGM.
Provided that the representation cannot be sent OR read at the
AGM if the Registrar does not
permit so on the application of the company or any other person.
(253 (3)).
f) A company within 14 days after the AGM shall notify to the
Registrar of the
i) appointment of new auditors with their consent letter.
253(5).
page
17
ii) retirement or removal of auditors. Section 253(6)
Note: Under the
Schedule-I Part-I of the Chartered Accountant Ordinance, 1961 new auditor
accepting
the appointment without communicating with the previous auditor
shall be deemed to be guilty of
professional misconduct. The Institute of Chartered Accountant
of Pakistan has issued Auditing Technical
release (ATR-2) explaining what does the word "Communication"
means. Therefore, it is necessary for the
new auditors to communicate with the previous auditors before
accepting the appointment to ascertain that
he has no objection on professional grounds, regarding the
appointment. Clause 7 of the Schedule requires
that incoming auditor should ensure before accepting the
appointment, that requirements of the Companies
Ordinance, 1984 regarding his appointment have been fulfilled.
Change of Auditors - Checklist
Actions Required Timing
Notice from a member from the date of AGM At least 14 days
Send Copy of the notice to:
a) The retiring auditor forthwith
b) Members At least 7 days before
The date of AGM Publication of the fact in newspapers anytime
before the AGM. That notice has been
received. Representation by auditors Sent to members before AGM
or read at AGM.
Notification of the change to the Registrar within 14 days after
the date of AGM.
Removal of Auditors
i) First auditor appointed by the directors may be removed by
the members in a general
meeting.
ii) Another person nominated by a member shall be appointed in
place of the outgoing
auditor.
iii) The notice of nomination of the proposed auditor should be
given to the member’s at least
14 days before the general meeting and all the procedure stated
above would be required to
be followed in this case also.
iv) An auditor or auditors appointed in an annual general
meeting may be removed before
conclusion of the next annual general meeting through a special
resolution.
v) In the above case, SECP may appoint the auditor(s) of the
company.
Qualification & Disqualification of Auditors
Qualification 254(1)
For appointment as auditor of:
a) a Public Company or
b) a Private Company which is a subsidiary of a Public Company.
c) a Private Company having paid up capital of three million
rupees or more.
The person must be a Chartered Accountant within the meaning of
the Chartered Accountants Ordinance,
1961.
Note: For listed
companies an auditor must have a satisfactory QCR (quality control review)
rating issued
by ICAP.
Disqualifications 254(3)
Following persons are not qualified to become auditors of a
company:
i) Present directors, other officer or employees of the company
or who held these offices
during the last three years.
ii) A partner or employee of a director, other officer or
employee of the company.
iii) A spouse of a director.
page
18
iv) A person who is indebted to the company.
v) A body corporate.
vi) A person or his spouse or minor children or in case of firm
all partners of such firm who
holds any shares of an audit client or any of its associated
companies.
Provided that if such a person holds shares prior to his
appointment as auditors, whether as an individual or
a partner in a firm the fact shall be disclosed on his
appointment as auditor and such person shall disinvest
such shares within ninety days of such appointment.
vii) A person disqualified for appointment as an auditor due to
above reasons is disqualified
from holding the office of auditor of another company which is a
subsidiary or holding
company of that company 254(4). |
|
|
|
|