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Auditor Remuneration & Fee Approval Services

Auditor remuneration should be determined and approved through the applicable corporate process under the Companies Act and the company's governing documents. The correct approval route can depend on the type of appointment, company status and whether an Audit Committee or other regulatory framework applies. CorporateWalla assists with fee approval documentation, Board/shareholder resolutions, Audit Committee coordination, engagement terms and related statutory records.

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Auditor Remuneration Under the Companies Act

The Companies Act provides the statutory framework for auditor remuneration.

For an auditor appointed by the company, remuneration is generally determined in the manner prescribed by the Act, subject to the applicable appointment and approval structure.

The remuneration can include:

  • Professional audit fee
  • Reimbursement of expenses
  • Other amounts appropriately connected with the audit engagement

The exact treatment should be documented according to the appointment circumstances.

Auditor Fee vs CorporateWalla Service Fee

These are different.

Auditor remuneration

Amount payable to the statutory auditor/audit firm for the audit engagement.

CorporateWalla professional fee

Fee charged by CorporateWalla for compliance assistance, documentation, filing or related services.

Who Determines Auditor Remuneration?

The approval route depends on the appointment and company structure.

The company should review:

  • Section 142
  • Articles of Association
  • Appointment resolution
  • Audit Committee requirements
  • Listed-company/SEBI requirements
  • Government-company/CAG framework
  • Terms approved by members where applicable

For many non-government companies, auditor remuneration is determined in the manner prescribed by Section 142, subject to the applicable corporate process.

Audit Committee Involvement

Where an Audit Committee applies, it should be considered as part of the auditor appointment and remuneration process.

The committee may review or recommend:

  • Auditor appointment
  • Remuneration
  • Terms of appointment
  • Independence
  • Non-audit services
  • Other audit-related matters

The exact committee role should be checked against the current Companies Act and applicable SEBI requirements.

Listed Companies

Listed companies can have additional requirements relating to:

  • Audit Committee recommendation
  • Auditor remuneration
  • Disclosures
  • Independence
  • Non-audit services
  • Shareholder approval
  • Stock-exchange compliance

The current SEBI framework should be checked before finalising the approval workflow.

Government Companies

Government companies can have a separate auditor appointment framework involving the CAG.

Auditor remuneration should therefore be reviewed alongside the applicable government-company/CAG process rather than applying an ordinary private-company workflow.

What Can Auditor Remuneration Include?

Depending on the engagement:

  • Statutory audit fee
  • Agreed out-of-pocket expenses
  • Applicable taxes
  • Other permitted amounts

Any additional professional services should be separately assessed for legality, independence and approval.

Additional Services and Remuneration

If the auditor is asked to perform services outside the statutory audit, assess:

  • Whether the service is legally permitted
  • Whether Section 144 restricts it
  • Whether professional independence is affected
  • Whether separate approval is required
  • Whether the fee should be separately documented

Do not treat every advisory service as prohibited, but do not assume every service is permissible either.

Fee Negotiation

Auditor remuneration can be negotiated based on the actual engagement.

Factors can include:

  • Revenue/transaction volume
  • Number of locations
  • Number of subsidiaries
  • Accounting framework
  • Complexity
  • Internal controls
  • Consolidation
  • Regulatory requirements
  • Listed/public-interest status
  • Audit effort
  • Reporting requirements
  • Audit committee/governance needs

A specific fee is not legally mandatory merely because it is a market quote.

Auditor Remuneration Resolution

The documentation should accurately reflect:

  • Auditor name/firm
  • Appointment
  • Financial year/period
  • Approved remuneration
  • Reimbursement treatment
  • Authorised signatory
  • Applicable approval authority

Do not use a generic resolution without checking whether the company is listed, government-owned or subject to Audit Committee requirements.

Board Resolution

A Board resolution may be required or appropriate depending on the appointment and remuneration process.

It can document:

  • Consideration of proposed fee
  • Recommendation/approval
  • Authorisation
  • Engagement terms
  • Filing or record-keeping actions

The exact authority should be verified for the particular company.

Shareholder Approval

Where the applicable appointment structure requires member involvement, the remuneration should be documented consistently with the shareholder resolution and applicable Section 142 framework.

A separate shareholder resolution is not universally required for every company and every fee change.

Fee Revision

Auditor remuneration can change where:

  • Scope materially changes
  • Business expands
  • Group structure changes
  • Reporting requirements change
  • New regulatory obligations arise
  • Additional audit effort is required

A revised fee should be appropriately documented and approved.

Reimbursement of Expenses

The company and auditor can document treatment of reasonable agreed expenses.

The engagement should distinguish:

  • Audit fee
  • Reimbursable expenses
  • Taxes
  • Separate services

Not every expense is automatically reimbursable.

Auditor Rotation and Fee Approval

Auditor rotation is separate from remuneration.

A company must first determine whether the auditor is eligible for appointment/reappointment and whether rotation applies. See Auditor Rotation and Auditor Appointment.

Only after the appropriate appointment route is established should the remuneration documentation be finalised.

Auditor Resignation and Outstanding Fee

If an auditor resigns, the company should separately review:

  • Outstanding remuneration
  • Reimbursements
  • Engagement closure
  • Handover
  • Statutory filings
  • Replacement appointment

Outstanding fees do not automatically determine whether a replacement auditor can be appointed.

Auditor Removal and Fee

Auditor removal is governed by a separate statutory process. See Auditor Removal.

Do not use fee disputes as a substitute for the statutory removal procedure.

Engagement Letter

The approved remuneration should be reflected appropriately in the engagement documentation. See Auditor Engagement Letter.

The engagement letter should not override the statutory appointment or remuneration approval process.

Common Mistakes

Treating one market fee as a statutory fee

Auditor remuneration is engagement-specific.

Mixing auditor remuneration with professional compliance fees

These should be separately identified.

Ignoring Section 142

The statutory framework should be checked before finalising fee approval.

Ignoring Audit Committee requirements

Listed and specified companies can have additional governance requirements.

Treating expenses as automatically included

Expense treatment should be agreed and documented.

Bundling prohibited services

Section 144 should be reviewed before adding non-audit services.

Changing fees without documentation

Material changes should be appropriately approved and recorded.

Assuming shareholder approval is always required

The exact approval route depends on the appointment and company circumstances.

Using the same fee resolution for government companies

Government/CAG-related requirements can differ.

Pricing

CorporateWalla's assistance with auditor remuneration and fee approval is scope-based. The professional fee can depend on:

  • Resolution drafting
  • Company type
  • Listed/government status
  • Audit Committee involvement
  • Fee revision
  • Engagement complexity
  • Regulatory disclosures
  • Filing/documentation requirements

CorporateWalla's compliance fee is not the statutory auditor's remuneration.

Timeline

Timeline depends on:

  • Fee negotiation
  • Audit Committee schedule
  • Board meeting
  • General meeting where applicable
  • Regulatory requirements
  • Document finalisation

What Is Not Guaranteed

  • Acceptance of a proposed fee
  • Shareholder approval
  • Audit Committee recommendation
  • Regulatory acceptance
  • Appointment of the auditor
  • Audit outcome

Transparent 3-tier pricing

Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.

Resolution Draft

Custom quote

Timeline: Quoted on company type and approval route

Company type and appointment status review
Fee scope documentation
Board resolution
Fee schedule
Record-keeping of fee approval
General meeting documentation
Audit Committee recommendation
MOST POPULAR

Approval Pack

Custom quote

Timeline: Quoted on approvals and documents required

Company type and appointment status review
Board resolution
General meeting documentation where applicable
Audit Committee recommendation
Engagement letter and fee schedule
Record-keeping of fee approval
Regulatory disclosures for listed companies

Listed / Complex

Custom quote

Timeline: Quoted on listed / government status and complexity

Full fee approval process
Audit Committee coordination
Fee revision documentation
Regulatory disclosures
Engagement letter and fee schedule
Filing/documentation requirements

Every price above is a professional fee, excluding GST and government charges. 50% on delivery.

CorporateWalla's assistance is quoted on scope, because the work depends on resolution drafting, company type, listed or government status, Audit Committee involvement, fee revision, engagement complexity, regulatory disclosures and filing/documentation requirements. This professional fee is separate from the statutory auditor's remuneration and excludes GST.

How it works

Step 1

Identify company type

Determine whether the company is private/public, listed/unlisted, government/non-government or Section 8, whether an Audit Committee applies and any sector-specific regulation.

Step 2

Confirm appointment status

Check whether it is a new appointment, reappointment, rotation, casual vacancy or special appointment.

Step 3

Review auditor eligibility

Complete Section 141 and independence checks.

Step 4

Determine fee scope

Document the audit period, scope, reporting requirements, group entities, complexity and additional services, if any.

Step 5

Check Audit Committee requirements

Where applicable, obtain the required recommendation/review.

Step 6

Prepare approval documents

Prepare the Board resolution, general meeting documentation where applicable, Audit Committee recommendation, engagement letter and fee schedule.

Step 7

Approve remuneration

Complete the applicable corporate process.

Step 8

Maintain records

Keep the fee approval, resolution, engagement letter, invoice/payment records, reimbursement records and relevant regulatory disclosures.

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Documents required

Auditor appointment resolution
Auditor consent
Eligibility declaration
Audit Committee recommendation
Fee proposal
Board resolution
General meeting documentation where applicable
Engagement letter
Expense/reimbursement terms
Regulatory disclosure
Payment records

Why CorporateWalla®?

Fee approval documentation

The documentation accurately reflects the auditor, appointment, period, approved remuneration, reimbursement treatment and approval authority.

Board / shareholder resolutions

Resolutions are prepared for the approval route that actually applies, checked against Section 142 and the company's appointment structure.

Audit Committee coordination

Where an Audit Committee applies, its review or recommendation is built into the appointment and remuneration process.

Engagement terms and records

Approved remuneration is reflected in the engagement documentation, and fee approvals, invoices and reimbursement records are maintained.

Frequently asked questions

The applicable determination and approval mechanism is governed by Section 142 and the company's appointment structure, subject to applicable requirements.

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