2011 (2) TMI 1269 - HC - Companies Law

Auditor - removal of the Petitioner as statutory auditor - loss of confidence in petitioner auditor.

Summary

Issues:
Challenge to the removal of a statutory auditor under section 224(7) of the Companies Act, 1956 based on loss of confidence by the company.

Analysis:
The petitioner, a practicing Chartered Accountant, challenged an order for his removal as the statutory auditor of a company. The company sought approval from the Central Government under section 224(7) of the Act for the removal. The Regional Director considered various grounds raised by the company for removal, including lack of infrastructure, expertise in taxation matters, delay in audit completion, and alleged misbehavior. The Regional Director rejected all these grounds, except for the company's claim of loss of confidence in the petitioner.

The petitioner contended that the approval for removal based solely on loss of confidence was unjustified when all other grounds were disproved. The company argued that loss of confidence was a valid ground for removal as per a previous court judgment. However, the court noted that the impugned order was untenable as it accepted loss of confidence while rejecting all other allegations against the petitioner.

The court analyzed sections 224(7) and 225 of the Act, emphasizing the need for valid reasons for removing a statutory auditor and the procedural safeguards in place. It highlighted the importance of protecting auditors' independence and ensuring fair treatment. The court concluded that the impugned order did not align with the legislative intent behind the Act and set it aside.

The court distinguished the present case from a previous judgment cited by the company to support the removal based on loss of confidence. It clarified that the decision in the cited case did not apply to the current scenario. The court emphasized the need for genuine reasons for removing auditors in the best interests of the company and respecting professional autonomy.

Ultimately, the court found the impugned order legally unsustainable and overturned it. However, it ensured that the reversal would not impact actions taken based on the order. The petitioner's statement expressing disinterest in continuing as the statutory auditor was acknowledged, leading to the disposal of the writ petition and related application.