Friday, 7 November 2014

Auditor to attend Annual General Meeting



Under the 1956 Act, it was entirely up to the auditor whether to attend any general meeting of the company or not and whether or whom to depute as his representative at such meetings. Section 146 of the 2013 Act brings a sea change in this. Now, auditor shall, unless otherwise exempted by the company, attend any general meeting : (i) by himself or (ii) through his authorised representative who is qualified to be an auditor.

Section 146 deals with:

  • Duty of company to forward notices of general meetings to auditors 
  • Auditor’s duty to attend general meeting and right to be heard at general meeting

  
Notices of general meetings to be forwarded to the auditor of the company
The first limb of section 146 provides that all notices of, and other communications relating to, any general meeting shall be forwarded to the auditor of the company. The forwarding of notices and other communications is required irrespective of whether the agenda for the meeting contains any item related to accounts or audit or auditors.

Auditor’s duty to attend general meeting and right to be heard at general meeting
The second limb of section 146 deals with auditor’s attendance at general meetings and auditor’s right to be heard at general meetings. The second limb of section 146 provides as under:
(A)he auditor shall, unless otherwise exempted by the company, attend any general meeting
(i)by himself, or
(ii)through his authorised representative who is qualified to be an auditor.
(B)The auditor shall have right to be heard at such meeting on any part of the business which concerns him as the auditor.

The following points are noteworthy:

  • Section 146 makes auditor’s attendance at general meetings compulsory either by himself or authorized representative qualified to be an auditor. 
  • Such attendance is compulsory whether or not any matter related to accounts or audit or auditors is scheduled in the agenda of the general meeting. 



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