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Microlesson · 5-min read

Section 146 — Auditor to Attend General Meeting

# Section 146 — Auditor to Attend General Meeting

## 1. Notice to Auditor

  • All notices of, and other communications relating to, any general meeting shall be forwarded to the auditor of the company.

## 2. Attendance Obligation

  • The auditor shall, unless otherwise exempted by the company, attend any general meeting:
  • Either himself, OR
  • Through his Authorised Representative (AR), who must be qualified to be an auditor (i.e., a CA holding COP).

## 3. Right to be Heard

  • The auditor (or his AR) shall have the right to be HEARD at the general meeting on any part of the business which concerns him as auditor.

## Summary Table

AspectRequirement
Notice of GMMust be sent to auditor
AttendanceMandatory (himself or AR) unless exempted by company
AR QualificationMust be qualified to be auditor (CA in practice)
Right to be heardYes, on matters concerning him as auditor

Worked example

### Example 1

Example 1: XYZ Ltd holds its AGM on 30th September. It does not send notice to its statutory auditor. → Violation of Section 146(1).

### Example 2

Example 2: The auditor of ABC Ltd sends his article clerk (CA student) as representative at the AGM. → NOT valid — AR must be a person qualified to be an auditor (CA in practice).

### Example 3

Example 3: At the AGM, a shareholder proposes a resolution related to the audit qualification. The auditor wishes to clarify. → He has a statutory right to be HEARD on that matter.

⚠️ Common exam mistakes

  • Thinking notice is required only for AGM — Section 146 applies to ALL general meetings (AGM + EGM).
  • Sending any employee/partner as AR — only a person qualified to be an auditor can represent.
  • Believing the auditor has a right to speak on all matters — only matters concerning him AS auditor.
  • Ignoring the company's power to exempt the auditor from attendance.
Bare-Act text Section 146 · Companies Act, 2013 · click to expand
All notices of, and other communications relating to, any general meeting shall be forwarded to the auditor of the company, and the auditor shall, unless otherwise exempted by the company, attend either by himself or through his authorised representative, who shall also be qualified to be an auditor, any general meeting and shall have right to be heard at such meeting on any part of the business which concerns him as the auditor.
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