Resigning a auditor from the company for misconduct

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A company is experiencing difficulties with their auditor who is demanding additional audit fees beyond the initially agreed amount and is refusing to provide a No Objection Certificate (NOC). The advice provided clarifies that an explicit NOC isn't mandatory for appointing a new auditor, and fee disputes shouldn't prevent a new appointment if the agreed fees were paid. The process for removing an auditor involves a Board resolution, filing Form ADT-2 with the Regional Director, and passing a Special Resolution at an EGM.

DIVYESH JAIN

DIVYESH JAIN (Querist)

08 September 2026 Dear Sir,

One of my client is facing issue with regard to Audit fees charged by the CA. At the time of finalizing the audit certain amount was agreed between my client and the CA and the same was shown in Books of Accounts and it was paid by my client. Now when the company is demanding NOC from the auditor then the auditor is saying audit fees is pending and is not ready to give NOC. The difference in Audit fees is huge with the one agreed between the company and now demanded by the CA.

Please help me how can the company remove the auditor in such a case without getting NOC from auditor.

Regards,
Divyesh Jain

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)

08 September 2026 NOC is not mandatory: The incoming auditor only requires mandatory written communication under ICAI guidelines, not an explicit NOC.

Disputed fees do not stop new appointment: If audit fees are genuinely under dispute and agreed fees were paid, the incoming CA can legally accept the audit after serving communication.

Removal process: To replace an auditor prior to term expiration without their cooperation, the company must pass a Board resolution, file Form ADT-2 for Regional Director approval, and pass a Special Resolution at an EGM within 60 days of approval under Section 140(1) of the Companies Act, 2013.

DIVYESH JAIN

DIVYESH JAIN (Querist)

09 September 2026 The company needs to complete tax audit before 30th September of this month. Will the above process will get approved by roc within that time period if filing is done today

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