Amended and updated notes on section 146 of Companies Act 2013. Detail discussion on provisions and rules related to auditors to attend general meeting.
Chapter X (Sections 139–148) of the Companies Act, 2013 (CA 2013) deals with the provisions related to audit and auditors. Section 146 of CA 2013 provides for Auditors to attend general meeting.
Recently, we have discussed in detail section 145 (Auditor to sign audit reports, etc.) of CA 2013. Today, we learn the provisions of section 146 of Companies Act 2013.
The provisions of section 146 are effective from 1-April-2014. You may refer Notification No. S.O. 902(E) issued dated 27.03.2014. In this article, you will learn detail of the provisions of section 146 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014.
Section 146 of the Companies Act, 2013 (CA 2013) provides for Auditors to attend general meeting of the company. This section corresponds to section 231 of the Companies Act, 1956 i.e. Right of auditor to attend general meeting. Section 146 of CA 2013 has come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27/03/2014.
As per section 146 of the CA 2013, 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.
From the above provision it is crystal clear that the company should have to send general meeting notices to the auditor of the company i.e. the person appointed under section 139 of CA 2013. Further, the statutory auditors should be present at the general meeting to attend any queries/doubts of the shareholders of the company.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | X |
| Chapter Name | Audit and Auditors |
| Section No. | 146 |
| Section Name | Auditors to attend general meeting |
| Monthly Updated Edition | Company Law PDF |
General Meeting Notices must be sent to Statutory Auditors
In accordance with the provisions of section 146, all notices of any general meeting shall be sent to the auditor of the company. General meeting includes Annual General Meeting (AGM) and Extraordinary General Meeting (EGM) of the company.
You may refer the provisions of section 96 for AGM and Section 100 for calling EGM. As per section 101 of CA 2013, a general meeting of a company may be called by giving not less than clear 21 days’ notice either in writing or through electronic mode in prescribed manner.
Note that all other communications relating to any general meeting shall also be forwarded to the auditor of the company.
If any of the provisions of section 146 is not complied, the following persons shall be punishable under section 147 of the Companies Act, 2013 as mentioned hereunder:
- i) the company shall be punishable with fine which shall not be less than ₹25,000 but which may extend to ₹5 lakhs; and
- ii) every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to 1 year or with minimum fine of ₹10,000 which may be extend up to ₹1lakh, or with both.
Compulsory for Auditors to attend General Meeting of Company
Under the Companies Act, 1956, there was not mandatory for auditors to attend the general meeting of the company, rather the auditors had only right to attend the general meeting. You may refer section 231 of the old Companies Act, 1956 i.e. Right of auditor to attend general meeting. However, in the Companies Act, 2013, it has now been made compulsory for auditors to attend AGM/EGM under section 146 i.e. Auditors to attend general meeting.
In accordance with the provisions of section 146 of the CA 2013, the auditor shall attend 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.
The auditor may attend the general meeting either by himself or through his authorised representative. Note that the representative must also be qualified to be an auditor of that company. However, the auditor is permitted to be exempted by the company to attend the general meeting.
Section 146 of Companies Act 2013: Auditors to attend general meeting
Section 146 shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014.
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.