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Obtaining a copy of minutes by auditor

preshita (article) (28 Points)

21 April 2014

Can auditor ask for a copy of minutes of Board meeting as well as AGM ? Does a Statutory Auditor has a right to obtain a copy of minutes of Board meeting as well as AGM ? Please give answers along with sections and provisions of Companies Act.

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CA Saroj Kumar (Keen to learn something new every moments) (2588 Points)
Replied 22 April 2014

227. Powers and duties of auditors.

(1) Every auditor of a company shall have a right of access at all times to the books and accounts and vouchers of the company, whether kept at the head office of the company or elsewhere, and shall be entitled to require from the officers of the company such information and explanations as the auditor may think necessary for the performance of his duties as auditor.

(1A) 1[ Without prejudice to the provisions of sub- section (1), the auditor shall inquire-

(a) whether loans and advances made by the company on the basis of security have been properly secured and whether the terms on which they have been made are not prejudicial to the interests of the company or its members;

(b) whether transactions of the company which are represented merely by book entries are not prejudicial to the interests of the company;

(c) where the company is not an investment company within the meaning of section 372 or a banking company, whether so much of the assets of the company as consist of shares, debentures and other securities have been sold at a price less than that at which they were purchased by the company;

(d) whether loans and advances made by the company have been shown as deposits;

(e) whether personal expenses have been charged to revenue account;

(f) where it is stated in the books and papers of the company that any shares have been allotted for cash, whether cash has actually been received in respect of such allotment, and if no cash has actually been so received, whether the position as stated in the account books and the balance- sheet is correct, regular and not misleading.]

Clause 1 of section 227 gives auditors power to access all the information and explanation to the company as he think neccessary for carring out his audit....hence auditors can obtained Board metting as well as AGM minute copy for his purpose....

SURINDER VERMA (VP & CS) (22 Points)
Replied 23 May 2022

I have a different opinion.

U/s 143, an Auditor has just two rights (1) Right to access books of accounts and vouchers (2) Right to seek information and explanations. His rights stop there. He has no other rights, Books of accounts are entirely different from minutes book.

However, while enquiring into matters referred to in Section 143(1) (a) to (f) he may need to have access to the minutes book. Again, providing access to something is entirely different from providing copies of the same..

There is no provision in law under which an auditor can demand copy of minutes of Board Meeting.