Independent director as internal auditor

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abhishek kadam (Querist)
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19 February 2013 Dear All,

Our's is an Public Listed Company, my question is:-
1) whether an Independent Director can act as an Internal Auditor of an Company...?? The Director will be paid sitting fees only against for attending Board Meeting

Regards,

Abhishek

CA. Sunil Kumar

CA. Sunil Kumar (Expert)
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19 February 2013 Independent director is one which has no material or pecuniary relationship or transaction with the company.

And Clause 45 of Listing agreement says that the independent auditor should not a partner or executive of the auditors/lawyers/consultants of the company for the last three years.

hence he can't be auditor if he is independent director.

abhishek kadam

abhishek kadam (Querist)
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19 February 2013 Dear SunilKumar Sir,

But Independent Director will act as internal auditor only,but he wont certify. Is that OK..??

CA. Sunil Kumar

CA. Sunil Kumar (Expert)
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19 February 2013 His responsibility is to keep an eye on the work done. He can review the work as being a part of Audit committee. His work is like a watchdog then how can he work as a team-partner..!

he can discuss the audit policies,review their work and even investigate the matters as being a part of audit commitee.

you can check section 292A of companies Act for further clarification.

abhishek kadam

abhishek kadam (Querist)
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19 February 2013 Thank you Sir...! :)

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