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Microlesson · 5-min read

Auditor's Right & Duty to Attend General Meeting — Section 146

# Auditor to Attend General Meeting — Section 146

## Provisions

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

2. The auditor shall, unless otherwise exempted by the company, attend such general meeting either by himself or through his authorised representative — who shall also be qualified to be an auditor.

3. The auditor shall have the right to be heard at the meeting on any part of the business which concerns him as auditor.

## Key Points

  • It is a right as well as a duty of the auditor to attend the GM.
  • Authorized representative must be qualified to be an auditor (i.e., a Chartered Accountant in practice).
  • The auditor is heard only on matters that concern him as auditor — not on every agenda item.
  • Exemption from attending must come from the company (i.e., shareholders by resolution).

## Reading Aloud — Section 145

The qualifications, observations or comments on financial transactions or matters which have any adverse effect on the functioning of the company mentioned in the auditor's report shall be read before the company in general meeting and shall be open to inspection by any member of the company.

Worked example

### Example 1

Q. Notice of AGM of ABC Ltd was not sent to the statutory auditor. Comment.

A. This is a violation of Section 146. All notices of GM must be forwarded to the auditor. The auditor has a statutory right to receive such notices and a duty to attend (unless exempted).

⚠️ Common exam mistakes

  • Forgetting that the right to be heard is limited to matters concerning the auditor as auditor.
  • Treating attendance as purely a right and ignoring the duty aspect.
  • Allowing a non-CA representative to attend — the authorised representative must be qualified to be an auditor.
Bare-Act text Section 146 · Companies Act, 2013 · click to expand
Section 146: 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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