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Microlesson · 5-min read

Auditor's Attendance at General Meeting & Right to be Heard

# Auditor's Attendance at General Meetings

## The Core Rule

The auditor of a company has a mandatory duty to attend every general meeting. This is not an option — it is a statutory obligation.

## Two Ways to Attend

The auditor can fulfil this duty in one of two ways:

1. Personally — attending the meeting himself.

2. Through an authorized representative — but that representative must himself be qualified to be an auditor (i.e., a Chartered Accountant in practice).

## Exemption

The company can exempt the auditor from attending. If the company specifically exempts him, he need not attend.

## Right to be Heard

During the meeting, the auditor has the right to be heard — but only on that part of the business of the meeting which concerns him as auditor.

Example: He can speak when his audit report is being discussed, but he cannot speak about, say, a proposed merger that has no audit angle.

## Why this matters

This ensures that members can directly question the auditor about qualifications, observations or adverse remarks in his report, and the auditor cannot hide behind absence.

Worked example

### Example 1

Q. Mr. P, the statutory auditor of XYZ Ltd., sends his articled assistant (who is not a CA) to attend the AGM on his behalf. Is this valid?

A. No. The authorized representative attending the AGM must himself be qualified to be an auditor (i.e., a CA in practice). An articled assistant does not meet this qualification. Mr. P has not complied with Section 146.

⚠️ Common exam mistakes

  • Thinking that the auditor can send any employee or staff member as his representative — the representative must be qualified to be an auditor.
  • Assuming the auditor has a right to speak on every item of business — he only has a right to be heard on matters that concern him as auditor.
  • Forgetting that the company can exempt the auditor from attendance.
Bare-Act text Section 146 · Companies Act, 2013 · click to expand
The person appointed as an auditor of the company shall 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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