Treat attendance as a meeting-level control
Companies Act section 146 requires notices and other communications relating to any general meeting to be forwarded to the company's auditor. Unless exempted by the company, the auditor attends personally or through an authorised representative qualified to be an auditor. The section also gives a right to be heard on business concerning the person as auditor. A year-end audit completion email does not replace this meeting-specific process. ICSI Companies Act e-book: section 146.
Keep forwarding and attendance separate
Create a complete general-meeting population from the company's records, rather than checking only the AGM. Match notices, agenda materials and later communications with the auditor forwarding evidence. Then record attendance or exemption separately. The statutory exemption language concerns attendance; it should not be treated as permission to omit the notices and other communications which the section directs to be forwarded. ICSI Companies Act e-book: section 146.
Authorisation and qualification are different facts
A representative needs authority to act for the auditor and qualification to be an auditor. An ordinary staff member's availability is insufficient evidence of the latter. Retain the authority letter and the relevant professional/eligibility evidence. The representative's own attendance confirmation must identify the meeting; one blanket attendance assertion should not cover several dates without support. Apply any other applicable eligibility requirements rather than reducing qualification to a job title. ICSI Companies Act e-book: section 146.
Document a company exemption precisely
Section 146 says exempted by the company, without prescribing a special exemption form in its text. Record the company's valid decision, authority, meeting scope and communication to the auditor. Do not invent a statutory exemption form or a universal number of days for making the request. An auditor's inability-to-attend email is a request or explanation, not on its own proof that the company exempted attendance. ICSI Companies Act e-book: section 146.
Respect the auditor's right to be heard
Plan the agenda and practical arrangements so the auditor or qualified authorised representative can address business concerning the auditor. This right is not an unrestricted speaking mandate on every commercial matter, and attendance does not turn the auditor into a voting member merely by holding office. Record material auditor participation accurately without suggesting that the auditor approved management's decisions simply by being present. ICSI Companies Act e-book: section 146.
Reconcile the completed meeting file
Before closing the compliance checklist, tie together the meeting identity, final communications, forwarding proof, authorisation, qualification, actual attendance and any exemption. Flag missing evidence rather than converting it into an assumption of compliance. A later document may clarify facts but does not automatically cure every historical omission. This article explains section 146 controls; it does not calculate penalties under separate provisions or determine the validity of a resolution. ICSI Companies Act e-book: section 146.
Applicable primary references
ICSI Companies Act e-book: section 146
Six worked illustrations
All facts and amounts below are fictional. Assumptions describe the model, not additional statutory rules.
Illustrative example 1: All general meetings
There are 1 AGM and 3 EGMs: the population is 4 meetings, not 1. Forwarding and attendance/exemption evidence should cover all four general meetings in this fictional company.
Illustrative example 2: Separate notice coverage
Notices were forwarded for 3 of 4 meetings. Coverage is 75%, with 1 missing forwarding record. Even if attendance was exempted for that fourth meeting, verify the separate communication requirement.
Illustrative example 3: Attendance reconciliation
Across 5 meetings, the auditor attends 2, qualified authorised representatives attend 2, and a valid company exemption covers 1. The tally is 2 + 2 + 1 = 5, leaving no unexplained meeting in this control register.
Illustrative example 4: Unqualified substitutes
Three proposed substitutes are screened; 2 have the required qualification evidence and 1 does not. Only 2 of 3 pass that evidence test; the third cannot be marked compliant solely because an authority letter exists.
Illustrative example 5: Communication completeness
One meeting generates a notice, an amended agenda and 2 further communications: 4 items. If only 3 forwarding records exist, the missing-item count is 1. The model is a document control, not a statutory four-document rule.
Illustrative example 6: Exemption requests versus decisions
The auditor requests exemption for 3 meetings; company records support exemption for 2. One request remains unresolved. Do not mark all 3 exempt merely because requests were sent.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | List general meetings | Reconcile AGM and EGM records for the period. |
| 2 | Collect communications | Include amendments and later meeting communications. |
| 3 | Verify forwarding | Match each document to evidence of sending to the auditor. |
| 4 | Plan attendance | Assign auditor or an eligible authorised representative. |
| 5 | Check authority | Retain the meeting-specific or sufficiently scoped authorisation. |
| 6 | Check qualification | Preserve evidence that the representative qualifies to be an auditor. |
| 7 | Examine exemption | Identify the company's decision and its meeting coverage. |
| 8 | Enable participation | Provide a practical opportunity on auditor-related business. |
| 9 | Record actual events | Keep attendance and relevant proceedings accurately. |
| 10 | Reconcile exceptions | Resolve missing records without assuming automatic cure. |
Sixteen practitioner FAQs
1. Does section 146 cover only the AGM?
No. Its wording extends to any general meeting.
2. Must notices be sent to the auditor?
Yes, along with other communications relating to the meeting.
3. Can the auditor send a representative?
Yes, if authorised and qualified to be an auditor.
4. Is authorisation alone sufficient?
No; qualification must also be established.
5. Can a receptionist substitute merely to sign attendance?
Do not treat ordinary staff availability as the required qualification.
6. Who exempts attendance?
The statutory wording is exemption by the company.
7. Is an auditor's request itself an exemption?
No. Retain the company's valid decision.
8. Does the section prescribe an exemption form?
Its text does not specify a special form.
9. Is there a universal seven-day exemption deadline here?
No such deadline appears in section 146.
10. Does exemption remove the forwarding requirement?
Do not equate attendance exemption with permission to omit communications.
11. May the auditor speak on every business topic?
The stated right concerns business affecting the person as auditor.
12. Does attendance confer voting rights as auditor?
The section does not confer membership or votes simply by attendance.
13. Should amended agendas be tracked?
Yes; other meeting communications should be included in the forwarding control.
14. Can one attendance entry cover several meetings?
Only if it accurately identifies and supports each event; do not assume coverage.
15. Does this checklist determine resolution validity?
No; that requires examination of all applicable law and facts.
16. What is the most useful closing reconciliation?
Meeting population against forwarded communications and supported attendance, representation or exemption.
Conclusion
Track every general meeting, every auditor communication and each attendance or exemption record. Section 146 allows an authorised representative who is qualified to be an auditor.