Company Audit: Audit of Shares, Reasons
by Company audit refers to the statutory examination of the financial statements of a company, conducted by an independent auditor to express an opinion on whether they present a true and fair view of the company’s financial position and performance, as mandated under the Companies Act, 2013. Company audits are governed by extensive statutory provisions covering auditor appointment, qualifications, rights, duties, and reporting responsibilities, including specific requirements like reporting on internal financial controls. The audit ensures compliance with applicable accounting standards, protects the interests of shareholders and other stakeholders, and enhances the credibility and transparency of corporate financial reporting.
Provisions of Company Audit:
1. Appointment of Auditors (Section 139)
Section 139 governs the appointment of auditors, requiring every company to appoint an individual or firm as auditor at the first annual general meeting, who shall hold office from the conclusion of that meeting until the conclusion of the sixth annual general meeting, subject to ratification requirements in earlier years for certain companies. The first auditor of a company, other than a government company, must be appointed by the Board within thirty days of incorporation. For government companies, appointment is made by the Comptroller and Auditor General of India. This provision ensures continuity while embedding accountability mechanisms through periodic shareholder involvement in the appointment process.
2. Rotation of Auditors (Section 139(2))
To strengthen auditor independence, Section 139(2) mandates rotation of auditors for listed companies and certain prescribed classes of companies, restricting an individual auditor to a maximum term of five consecutive years and an audit firm to two terms of five consecutive years each. Following completion of the maximum term, a cooling-off period of five years applies before the same auditor or firm can be reappointed. This provision prevents overly familiar or complacent relationships developing between auditors and management over extended periods, which could compromise independence and objectivity, thereby enhancing the overall quality, freshness of perspective, and credibility of the audit process.
3. Qualifications and Disqualifications (Section 141)
Section 141 prescribes that only a chartered accountant holding a valid certificate of practice, or a firm where the majority of partners are practicing chartered accountants, is qualified to be appointed as auditor of a company. The section also lists specific disqualifications, including officers or employees of the company, persons holding securities in the company, individuals indebted to the company beyond prescribed limits, and those providing certain prohibited non-audit services. These disqualification criteria are designed to preserve auditor independence by preventing conflicts of interest that could compromise objective judgment, ensuring only genuinely independent, competent professionals are entrusted with the statutory audit function.
4. Remuneration of Auditors (Section 142)
Section 142 provides that the remuneration of an auditor shall be fixed by the company in general meeting or in such manner as may be determined therein, except that remuneration for the first auditor appointed by the Board may be fixed by the Board itself. Remuneration includes fees for audit services along with reasonable expenses incurred in connection with the audit, but excludes any facility provided to the auditor for other services rendered. This provision ensures transparency in auditor compensation, preventing management from using excessive fees or informal arrangements to unduly influence or compromise the auditor’s independence and professional judgment during the engagement.
5. Powers and Duties of Auditors (Section 143)
Section 143 grants auditors extensive powers, including the right to access books of account, vouchers, and records of the company at all times, and to require information and explanations from officers necessary for performing audit duties. It imposes corresponding duties, requiring auditors to report to members on whether financial statements give a true and fair view, comply with accounting standards, and specifically report on the adequacy and operating effectiveness of internal financial controls. Additionally, Section 143(12) mandates reporting suspected fraud to the Central Government or Audit Committee, reinforcing the auditor’s critical role in safeguarding stakeholder and public interest.
Audit of Shares:
Audit of shares involves examining and verifying the share capital and related transactions of a company. The auditor checks whether shares issued, allotted, transferred, forfeited, redeemed or bought back are properly authorised, accurately recorded and supported by appropriate documents. The audit also covers examination of the Memorandum and Articles of Association, minutes of meetings, statutory registers, share application records, allotment documents and relevant returns. The auditor verifies the number and value of shares, calls received, unpaid calls and share capital presented in the financial statements. Proper audit of shares helps detect errors, irregularities and unauthorised transactions and ensures that share capital is correctly presented and disclosed.
1. Verification of Issue of Share Capital
Audit of shares begins with verifying that shares have been issued in accordance with the provisions of the Companies Act, 2013, and the company’s Memorandum and Articles of Association, ensuring the authorized share capital limit has not been exceeded. Auditors examine board resolutions, prospectus or offer documents, and application and allotment records to confirm shares were issued following proper legal procedures, including compliance with SEBI regulations for listed companies. This verification ensures that share capital reflected in the balance sheet is genuine, properly authorized, and legally compliant, protecting the interests of shareholders and the integrity of the company’s capital structure.
2. Verification of Calls on Shares
Auditors verify that calls made on partly paid shares have been properly authorized by board resolution, correctly calculated based on the amount unpaid per share, and uniformly applied to all shareholders holding the same class of shares, in accordance with the Articles of Association. This includes checking that call notices were properly issued, call money received has been correctly recorded, and any calls-in-arrears are appropriately disclosed and followed up. Auditors also verify that calls have not been made in advance of requirements without proper authorization, ensuring the process adheres strictly to statutory and constitutional provisions governing share capital calls.
3. Verification of Forfeiture and Reissue of Shares
Audit procedures confirm that forfeiture of shares for non-payment of calls has been conducted strictly in accordance with the Articles of Association, following proper notice to defaulting shareholders and appropriate board authorization before forfeiture is executed. Auditors examine board minutes, forfeiture notices, and correspondence with shareholders to ensure due process was followed. Where forfeited shares are subsequently reissued, auditors verify that the reissue price and terms comply with legal requirements, particularly ensuring the combined amount received from the original and subsequent shareholder is not less than the nominal value, and that any surplus on reissue is properly transferred to capital reserve.
4. Verification of Transfer and Transmission of Shares
Auditors verify that transfer of shares between parties has been properly executed through valid share transfer deeds, duly stamped and recorded in the register of members, complying with procedural requirements under the Companies Act and SEBI regulations for listed entities. For transmission of shares, arising from death, insolvency, or inheritance, auditors check that proper legal documentation, such as succession certificates or probate, has been obtained before ownership is transferred in company records. This verification ensures the register of members accurately reflects genuine, legally valid ownership changes, protecting the integrity of shareholding records and preventing unauthorized or fraudulent transfers.
5. Verification of Buy-Back and Reduction of Share Capital
Auditors verify that any buy-back of shares or reduction of share capital undertaken by the company complies with the specific statutory provisions, procedural requirements, and disclosure norms prescribed under the Companies Act, including obtaining necessary shareholder and, where applicable, tribunal approvals. This includes checking that buy-back is conducted within permissible limits relative to paid-up capital and free reserves, and that reduction of capital follows due legal process protecting creditor interests. Proper verification of these capital restructuring transactions ensures compliance with legal safeguards designed to protect shareholders, creditors, and the overall integrity of the company’s capital base.
Reasons of Audit of Shares:
1. Ensuring Compliance with Legal and Regulatory Provisions
Audit of shares is essential to ensure that all share capital transactions, including issue, allotment, calls, forfeiture, and transfer of shares, comply strictly with the provisions of the Companies Act, 2013, SEBI regulations, and the company’s Memorandum and Articles of Association. Non-compliance can lead to legal penalties, invalidation of transactions, or regulatory action against the company and its officers. Auditors verify adherence to prescribed procedures, authorization requirements, and disclosure norms, protecting the company from legal risk while ensuring that share capital transactions have a valid legal foundation, safeguarding the interests of both the company and its shareholders.
2. Protecting Shareholder Interests
A key reason for auditing shares is to protect the interests of existing and prospective shareholders by ensuring that share issuances, transfers, and related transactions are conducted fairly, transparently, and without favoritism or manipulation. Auditors verify that shares are allotted following proper procedures, that pricing is fair and justified, particularly for preferential allotments or rights issues, and that no shareholder is unfairly diluted or disadvantaged. This protection is vital in maintaining shareholder confidence and trust in the company’s governance, ensuring that capital-raising activities are conducted in a manner that upholds equitable treatment of all shareholders, whether majority or minority.
3. Preventing Fraud and Manipulation in Capital Structure
Audit of shares helps detect and prevent fraudulent activities such as issuing shares beyond authorized capital limits, fictitious allotments, unauthorized forfeiture, or manipulation of share transfer records for personal gain. Given that share capital forms the foundation of a company’s ownership structure and financial standing, any manipulation can have far-reaching consequences for stakeholders and the integrity of corporate governance. Auditors scrutinize supporting documentation, board resolutions, and statutory registers to identify irregularities, ensuring the company’s capital structure genuinely reflects legitimate transactions and preventing misuse of the share issuance and transfer process by insiders or management.
4. Ensuring Accurate Financial Reporting
Since share capital directly impacts key figures in the balance sheet, including reported net worth, earnings per share calculations, and various financial ratios used by investors and analysts, accurate audit of shares is essential for reliable financial reporting. Errors or misstatements in share capital figures can distort the company’s apparent financial health and mislead stakeholders making investment or lending decisions. Auditors verify that share capital, securities premium, and related reserves are accurately recorded and disclosed in accordance with applicable accounting standards, ensuring the financial statements present a true and fair view of the company’s actual capital position.
5. Maintaining Integrity of Statutory Registers
Audit of shares ensures that statutory registers, such as the register of members and register of transfers, are accurately maintained and reflect genuine, legally valid ownership records at all times. These registers serve as authoritative evidence of shareholding, which is critical for determining voting rights, dividend entitlements, and other shareholder privileges. Auditors verify that entries in these registers correspond to actual transactions supported by proper documentation, preventing discrepancies that could lead to disputes over ownership or entitlements. Maintaining accurate registers upholds good corporate governance and provides a reliable record for legal, regulatory, and stakeholder purposes.