Implementation Guide on Resignation/
Withdrawal from an Engagement to Perform
Audit of Financial Statements
Foreword
In 2018, there have been number of mid-term resignations by auditors
particularly auditors of listed companies. The matter being a concern for various
stakeholders it has been decided to examine the reasons and circumstances
leading to resignation of auditors and a Group has been constituted. After
considering the matter, a need was felt to create further awareness among the
members about the circumstances and responsibility of auditors under the
framework of Standards on Auditing in such circumstances through issuing
appropriate guidance. The task of developing guidance for the members was
entrusted to the Auditing and Assurance Standards Board (AASB) of ICAI.
I am happy that AASB has brought out this "Implementation Guide on
Resignation/Withdrawal from an Engagement to Perform Audit of Financial
Statements". The Implementation Guide deals with various aspects of auditors'
resignation in simple and easy to understand language.
I wish to place my appreciation for CA. Shyam Lal Agarwal, Chairman, Auditing
and Assurance Standards Board for bringing out this Implementation Guide for
the benefit of the members at large.
New Delhi CA. Naveen N. D. Gupta
November 30, 2018 President, ICAI
Preface
Large number of mid-term resignations by auditors this year has become matter
of concern for various stakeholders. To examine the reasons and circumstances
leading to resignation of auditors, a Group was constituted and it was decided to
issue guidance for the members on the matter. The task of developing guidance
for the members was entrusted to the Auditing and Assurance Standards Board
(AASB).
It gives me immense pleasure to place in hands of the members, this
"Implementation Guide on Resignation/Withdrawal from an Engagement to
Perform Audit of Financial Statements" brought out by AASB. The
Implementation Guide contains guidance on various aspects of auditors'
resignation like circumstances leading to withdrawal/ resignation, procedure to be
followed by auditors in case of resignation, auditor's responsibilities, professional
obligations to be complied with by auditors. The Appendix to the Implementation
Guide contains references of relevant paragraphs of various Standards on
Auditing, SQC 1 and ICAI's Code of Ethics which deal with auditors' resignation.
The Implementation Guide has been prepared by the Secretariat with the help of
CA. Lalit Kumar. I am grateful to him for sparing time out of his pressing
preoccupations. Further, I also thank CA. Deepa Agarwal, CA. Bhupendra
Mantri, CA. Prahalad Gupta, CA. Dhananjay J. Gokhale and other Board
Members for their contribution in the Implementation Guide. I also extend my
heartfelt gratitude to CA. M M Chitale, Honourable Past President, ICAI for his
valuable inputs in finalizing this Implementation Guide.
I wish to express my sincere thanks to CA Naveen N D Gupta, Honourable
President, ICAI and Honourable Vice-President, ICAI for their continuous
guidance and support in endeavors of the Board.
I wish to also place on record, the appreciation of Vice-Chairman of the Board
and the other members of the Council for their suggestions, support and
guidance in finalising this Implementation Guide as well as other
pronouncements of the Board. I also wish to thank CA. Megha Saxena,
Secretary, CA Rajnish Agarwal, Sr. E. O. and other officers and staff of the Board
for their efforts.
I am confident that the members and other interested readers would find the
Implementation Guide useful.
November 30, 2018 CA. Shyam Lal Agarwal
Kolkata Chairman,
Auditing and Assurance Standards Board
Introduction
1. The objective of this Implementation Guide is to provide guidance to
auditors in case of resignation/ withdrawal from an engagement to perform audit
of financial statements.
2. The financial statements of an entity are prepared by the management of
the entity to provide information about the financial position, financial
performance and cash flows of the entity that is useful to a wide range of users in
making economic decisions. The purpose of an audit is to enhance the degree of
confidence of intended users in the financial statements. This is achieved by the
expression of an opinion by the auditor on whether the financial statements are
prepared, in all material respects, in accordance with an applicable financial
reporting framework and are free from material misstatement whether due to
fraud or error. An audit of financial statements is intended to provide credibility to
the financial statements through the report issued by an auditor.
3. The auditor needs to comply with the Standard on Quality Control (SQC) 1 -
"Quality Control for Firms that Perform Audits and Reviews of Historical Financial
Information, and Other Assurance and Related Services Engagements",
Standards on Auditing (SAs), the Code of Ethics and other relevant
pronouncements issued by the ICAI.
4. An audit of financial statements is based on the `premise'1 relating to the
responsibilities of management and, where appropriate, those charged with
governance, on which an audit is conducted. According to this premise, the
management and, where appropriate, those charged with governance have
certain responsibilities that are fundamental to the conduct of an audit in
accordance with SAs. These responsibilities, inter alia, include providing the
auditor with:
(a) All information, such as records and documentation, and other matters
that are relevant to the preparation and presentation of the financial
statements;
(b) Any additional information that the auditor may request from management
and, where appropriate, those charged with governance; and
(c) Unrestricted access to those within the entity from whom the auditor
determines it necessary to obtain audit evidence.
1 Refer to SA 200, "Overall Objectives of the Independent Auditor and the Conduct of an Audit in
Accordance with Standards on Auditing" for the premise, relating to the responsibilities of management and,
where appropriate, those charged with governance, on which an audit is conducted.
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5. Section 143 of the Companies Act, 2013 (`the Act') provides the auditor
with wide powers to discharge the duties assigned under the Act. These include
right of access at all times to the books of account and vouchers of the Company
and entitlement 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. Further, the Act also specifies the manner of appointment of auditor and
the procedures to be followed in case a company wishes to remove an auditor
before the expiry of his term. The Act also permits the auditor to resign from the
statutory position of auditor by following the procedures laid down in the Act and
the Rules issued thereunder.
6. The premise relating to the responsibilities of management and those
charged with governance and the powers of the auditors specified in section 143
of the Act and several other provisions under the Act are directed towards
ensuring that the auditor is able to perform the audit in accordance with the
Standards on Auditing. An auditor is also permitted as per the Standards on
Auditing to withdraw from an engagement to audit financial statements.
7. This Implementation Guide provides guidance about circumstances
leading to withdrawal/resignation from an existing engagement, auditor's
responsibilities and professional obligations to be complied with by an auditor in
resigning or withdrawing from an engagement to audit financial statements.
Circumstances Leading to Withdrawal/Resignation
8. Because of the variety of the circumstances that may arise, it is not
possible to describe definitively when withdrawal from an engagement is
appropriate. The SAs envisage certain situations which require the auditor to
consider withdrawal from the engagement to audit financial statements.
9. A firm is also required to comply with the requirements of SQC 1 in
performing audits, reviews of historical financial information and for other
assurance and related services engagements. An auditor can resign from the
statutory audit of a company while evaluating the engagement and/or client
acceptance as envisaged in SQC 1.
10. The Code of Ethics also requires an auditor to consider resigning from an
engagement when it is concluded that a requirement established by the Code of
Ethics cannot be met and the resignation is the only available alternative.
11. It is expected that an auditor may withdraw/resign from the engagement in
circumstances that are covered by the professional pronouncements referred to
in paragraph 8 to 10 above. A list of those circumstances is given as
Appendix to this Implementation Guide.
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Resignation/Withdrawal from an Existing Engagement
12. When considering resignation/withdrawal from an engagement, the auditor
should:
(a) Consider the circumstances and determine whether the circumstances
leading to withdrawal or resignation are those referred to in paragraphs 8
to 10 above;
(b) Comply with the requirements of the applicable SAs; and
(c) Communicate with the appropriate level of management and, where
appropriate, those charged with governance the circumstances,
consideration thereof and the conclusions reached by the auditor.
13. Once a communication is given to the appropriate level of management
and, where appropriate, those charged with governance, the auditor should seek
a written response to the communication. It is expected that the management
and, where appropriate, those charged with governance should respond to the
communication made by the auditor within a reasonable period of time. The
auditor, prior to resignation, should evaluate the responses received to determine
whether the responses have any effect on the conclusions drawn by the auditor
in the circumstances.
14. It is expected that if an engagement to audit the financial statements has
once been accepted, the auditor should discharge the professional obligations
associated with the role and responsibility of an auditor. Unless there are
circumstances that are covered in the SAs, SQC 1 and the Code of Ethics issued
by ICAI where resignation is the only available alternative, the auditor should
complete the engagement accepted.
15. The practicality of withdrawing from the audit may depend on the stage of
completion of the engagement at the time that management imposes the scope
limitation. If the auditor has substantially completed the audit, the auditor may
decide to complete the audit to the extent possible, disclaim an opinion and
explain the scope limitation within the Basis for Disclaimer of Opinion section
prior to withdrawing. In certain circumstances, withdrawal from the audit may not
be possible if the auditor is required by law or regulation to continue the audit
engagement. It is therefore advised that the auditor should discharge his
professional obligations.
16. The auditor is therefore advised, particularly in case of listed entities, to
comply as below:
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(a) In case an auditor has signed all the quarters (either limited review or
audit) of a financial year, except the last quarter, then the auditor has to
finalize the audit report for the said financial year before resignation.
(b) In other cases, the auditor should resign after issuing limited review/audit
report for the previous quarter with respect to the date of resignation.
(c) To the extent information is not provided to the auditor or the management
imposes a scope limitation, the auditor should provide an appropriate
disclaimer in the audit report.
17. There could also be situations, as below, where the auditor cannot
complete the engagement:
(a) The auditor cannot legally continue as auditor.
(b) Where the firm obtains information that would have caused it to decline an
engagement if that information had been available earlier.
(c) There has been an unavoidable circumstance beyond the control of the
firm, where the firm cannot work for the assignment.
Auditor's Responsibilities
18. When an auditor resigns from the statutory position of being an auditor of
a company, the auditor is required to file form ADT 3, Notice of Resignation by
the Auditor2 with the Registrar of Companies (ROC). The Form ADT 3, inter alia,
also requires the auditor to specify the reasons for resignation and other facts
relevant to the resignation. The auditor should describe the circumstances while
giving the reasons for resignation suitably, instead of mentioning ambiguous
reasons such as other pre-occupation or personal reasons or administrative
reasons or health reasons or mutual consent or unavoidable reasons. The
auditor should give valid reason like pending/ non-payment of audit fees is a valid
reason for resignation.
19. Further, the auditor is also advised to include the following in the letter of
resignation, as applicable:
(a) If the withdrawal or resignation results from an inability to obtain sufficient
appropriate audit evidence, the reasons for that inability;
(b) The possible effects on the financial statements of undetected
misstatements, if any, could be both material and pervasive;
2
Refer to Rule 8 of the Companies (Audit and Auditors) Rules, 2014.
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(c) If the matter is related to a material misstatement of the financial
statements that relates to specific amounts in the financial statements
(including quantitative disclosures), the auditor should include a
description and quantification of the financial effects of the misstatement,
unless impracticable;
(d) If the withdrawal or resignation results from inability of the auditor/the firm
to complete the engagement due to bonafide reasons (Refer paragraph 17
above);
(e) The fact that circumstances leading to withdrawal or resignation from the
engagement were communicated to an appropriate level of the
management, and where appropriate, to those charged with governance;
(f) The response from the management or those charged with governance on
the written communication made by the auditor [Refer paragraph 12(c)]. If
response is not received, state the fact.
(g) Prior to resignation, the last audit/ limited review report issued by the
auditor.
20. In case the management and, where appropriate, those charged with
governance do not respond to the communication sent by the auditor (refer
paragraph 13 above), the auditor should state this fact in Form ADT 3 and the
letter of resignation.
21. The auditor may also consider it necessary to take legal advice to
evaluate if there are any other legal responsibilities associated with the
resignation/withdrawal from the engagement.
Professional Obligations
22. When a new auditor (`incoming auditor') is appointed by an entity, the
incoming auditor, prior to accepting the position as auditor is required to
communicate with the previous auditor.3 The Code of Ethics recognizes that
professional courtesy alone is not the major reason for requiring a member to
communicate with the existing accountant who is a member of the Institute. The
underlying objective is that the member may have an opportunity to know the
reasons for the change in order to be able to safeguard his own interest, the
legitimate interest of the public and the independence of the existing accountant.
3
Refer to Clause 8 of Part I of the First Schedule to the Chartered Accountants Act, 1949, "Professional
misconduct in relation to Chartered Accountants in Practice".
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Therefore, it is the professional obligation of the outgoing auditor to respond to
any such request on receiving the communication from the auditor who has been
appointed in his place, as soon as possible setting out in detail the reasons,
which according to him had given rise to the change and other attendant
circumstances but without disclosing any information as regards the affairs of the
client which he is not competent to do. In view of the above, the outgoing auditor
should share with the incoming auditor, a copy of letter of resignation stating the
reasons as submitted with the ROC as referred to in paragraph 18.
23. Since such a communication by the incoming as well as outgoing auditor
is required under Clause 8 of Part I of First Schedule to the Chartered
Accountants Act 1949, the disclosure of circumstances as required in this
Implementation Guide shall not be construed as breach of confidentiality by the
outgoing auditor.
Documentation
24. The auditor should maintain documentation to demonstrate compliance
with the requirements of this Implementation Guide, SAs, SQC 1, and the Code
of Ethics as relevant. Such documentation should be retained by the auditor for a
period of 7 years from the date of resignation.
Applicability
25. This Implementation Guide is applicable in case of audits of all listed
entities. Further, in case of audits of banks, insurance companies and other
corporate entities, the guidance given in this Implementation Guide be also
followed, as applicable.
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Appendix: References given in SQC 1, SAs and Code of Ethics
References given in SQC 1 and SAs
S.N. Standard Paragraph
1. SQC 1, Quality Control for Firms that Perform Audits 18, 22, 34, 35
and Reviews of Historical Financial Information, and
Other Assurance and Related Services
Engagements
2. SA 200, Overall Objectives of the Independent 12, 24
Auditor and the Conduct of an Audit in Accordance
with Standards on Auditing
3. SA 210, Agreeing the Terms of Audit Engagements 17
4. SA 220, Quality Control for an Audit of Financial 11, A6-A7
Statements
5. SA 240, The Auditor's Responsibilities Relating to 38, A53- A56
Fraud in an Audit of Financial Statements
6. SA 250, Consideration of Laws and Regulations in A18
an Audit of Financial Statements
7. SA 260(Revised), Communication with Those A53
Charged with Governance
8. SA 315, Identifying and Assessing the Risks of A108
Material Misstatement Through Understanding the
Entity and Its Environment
9. SA 580, Written Representations A24
10. SA 705(Revised), Modifications to the Opinion in the 13-14, A13-A15
Independent Auditor's Report
11. SA 706(Revised), Emphasis of Matter Paragraphs A10
and Other Matter Paragraphs in the Independent
Auditor's Report
12. SA 720(Revised), The Auditor's Responsibilities 18, A43, A46,
Relating to Other Information A47
References given in Code of Ethics (Under revision)
Paragraphs number 100.7, 100.20, 220.5, 280.4, 290.120, 290.135, 290.168,
290.184, and 290.199
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