TABLE OF CONTENTS CERTIFICATION ; DECLARATION ; . ACKNOWLEDGEMENT ; RESEARCH METHODOLOGY; TABLE OF CONTENTS ; TABLE OF CASES ; INTRODUCTION ; CHAPTER ONE: CONCEPT OF CORPORATE GOVERNANCE AND THE ROLE OF AUDITOR IN CORPORATE GOVERNANCE; Concept of corporate Governance ; Definitions of Corporate Governance ; Theories of Corporate Governance ; Definition of Stakeholders ; Who are Stakeholders; The link between the audit role and corporate governance ; Origin and meaning of Audit; Definition of Audit; Importance of auditing and role of auditors in corporate governance ; External Auditor ; Internal Auditor ; Audit Committee ; The role of Audit Committees ; CHAPTER TWO: APPOINTMENT, QUALIFICATION, DISQUALIFICATION, STATUTORY POWERS, OBLIGATIONS AND RESPONSIBILITIES OF AUDITOR IN INDIA; Appointment of Auditor ; Removal of auditor ; Remuneration of auditors ; Special notice for appointment or reappointment of auditor ; Qualification/ Disqualification of Auditor; Automatic vacation on becoming disqualified ; Rights duties and liabilities of Auditors ; Statutory duties of Auditor ; Other duties under the Companies Act; Contractual duties ; Duty to have reasonable care and skill; Duty of auditors regarding mandatory accounting standards ; Duties arising out of Professional Ethics ; Auditor's duty under other Statutes ; Penalty ; Status of the Company Auditor ; CHAPTER THREE: CONCEPTUAL ANALYSIS OF LAW RELATING TO NEGLIGENCE; Duty of Care ; Standard of skill and care of Auditor ; Standard of care required ; Breach of duty ; Liabilities of Professional accountant; To whom is the auditor's duty owed ; Duty of Care Owed to the Company ; Duty of Care Owed to Investors ; Duty of Care Owed to Shareholders ; Duty of Care Owed to Lenders ; CHAPTER FOUR: THE COMMON LAW SCOPE OF THE AUDITOR'S DUTY OF REASONABLE CARE AND SKILL; The evolution of the auditor's duty of reasonable care and skill ; Earliest Cases Prior to 1900 ; Reasonable care does not mean that an auditor is a "bloodhound ; Early Twentieth Century Perceptions ; Suspicious circumstances; Cases reported during the second half of the twentieth century ; An Auditor has to be Suspicious ; The Ten Principles of Pacific Acceptance Corporation Ltd v. Forsyth ; An Auditor must have due Regard to the Possibility of Fraud ; CHAPTER FIVE: ANALYSIS of US LAW ON AUDITOR'S DUTY OF CARE; Auditor independence ; Requirements in conflict of interest situations ; The Responsibility for Fair Financial Reports ; American auditing standards ; Auditing Standards in India and auditor's responsibilities relating to fraud in audit of financial statements; U.S Case law on reasonable care and skill; Testing and sampling audit evidence ; Does this procedure provide a reasonable assurance that Fraud will be discovered? ; The detection of fraud ; Detection of Fraud is the Specific Object of the Audit ; Is there a general Duty to detect Fraud ; CHAPTER SIX: CONCLUSION AND SUGGESTIONS ; BIBLIOGRAPHY.