Chapter X - Audit and Auditors
Section 146
Section 146: auditors to attend general meeting
All notices and communications about any general meeting must be sent to the company’s auditor. The auditor attends, personally or through a qualified authorised representative, unless the company grants an exemption, and has the right to be heard.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
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.
Introduction
Section 146 keeps the auditor informed about general meetings and gives the auditor a voice on business that concerns the auditor. Any representative must also be qualified to be an auditor.
Key takeaways
Notices
All notices of, and other communications about, any general meeting go to the auditor.
Attendance
The auditor attends unless exempted by the company, personally or through an authorised representative who is qualified to be an auditor.
Right to be heard
The auditor may be heard on any part of the business that concerns the auditor as auditor.
Sending notices to the auditor
Every notice and communication about any general meeting must be forwarded to the auditor. Add the auditor to the notice distribution list for every general meeting, not only the AGM.
Attendance and representation
Unless the company has exempted it, the auditor attends any general meeting, either personally or through an authorised representative who is also qualified to be an auditor. The auditor has the right to be heard on any part of the business that concerns the auditor as auditor.
Practical preparation
Send notices to the auditor. Record attendance or any exemption granted by the company. Confirm the representative’s qualification. Minute any statement made by the auditor. Penalties for contravention are in section 147.
Practical checklist
Do
- Record any exemption from attendance clearly.
- Check the representative is qualified to be an auditor.
Avoid
- Do not leave the auditor off notices of extraordinary general meetings.
- Do not deny the auditor a hearing on business that concerns the audit.
Illustrative example
Hypothetical: EGM on auditor removal
A company calls an extraordinary general meeting where business concerning the auditor is on the agenda.
Notify
Send the notice to the auditor.
Attend
The auditor or a qualified representative attends.
Hear
The auditor is heard on the business that concerns the auditor.
Outcome
- The meeting meets section 146. Specific auditor-removal procedures under other sections also apply.
Glossary
- Authorised representative
- A person authorised by the auditor to attend, who must also be qualified to be an auditor.
- Exemption
- Release from the duty to attend, given by the company under section 146.
Frequently asked questions
Must the auditor attend every general meeting?
Yes, unless the company exempts the auditor. The auditor may attend through a qualified authorised representative.
Can the auditor speak at the meeting?
Yes, on any part of the business that concerns the auditor as auditor.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026