Chapter X - Audit and Auditors
Section 145
Section 145: auditor to sign audit reports
The appointed auditor signs the auditor’s report, and signs or certifies other company documents, in line with section 141(2). Adverse qualifications, observations or comments must be read at the general meeting and be open to inspection by members.
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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
The person appointed as an auditor of the company shall sign the auditor’s report or sign or certify any other document of the company in accordance with the provisions of sub-section (2) of section 141, and 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.
Introduction
Section 145 links signing authority to section 141(2), which deals with audit firms and the partners authorised to act and sign for them. It also gives members visibility of adverse audit remarks.
Key takeaways
Signing
The auditor signs the report, and signs or certifies other documents, in accordance with section 141(2).
Read at the meeting
Qualifications, observations or comments that have an adverse effect on the company’s functioning are read before the general meeting.
Inspection
Those remarks are open to inspection by any member.
Who signs
The person appointed as auditor signs the auditor’s report, or signs or certifies other company documents, following section 141(2). Where a firm is appointed, check that the signatory is authorised under that provision.
Adverse remarks at the meeting
Qualifications, observations or comments on financial transactions or matters that have an adverse effect on the company’s functioning, as mentioned in the auditor’s report, must be read before the company in general meeting. They must also be open to inspection by any member.
Practical preparation
Confirm who is authorised to sign. Identify adverse remarks in the report. Include their reading in the meeting agenda and script. Make the report available for members’ inspection. Penalties for contravention are in section 147.
Practical checklist
Do
- Script the reading of adverse remarks into the general meeting proceedings.
- Check that the signatory is authorised under section 141(2).
Avoid
- Do not skip the reading of adverse remarks at the meeting.
- Do not restrict members from inspecting the remarks.
Illustrative example
Hypothetical: qualified opinion
The auditor’s report contains a qualification affecting the company’s operations.
Identify
Mark the adverse qualification.
Read
Read it before the general meeting.
Inspect
Make it available for inspection by members.
Outcome
- Members are informed as section 145 requires.
Glossary
- Qualification
- An auditor’s reservation in the audit report.
- Section 141(2)
- The provision on audit firms and the partners authorised to act and sign for them.
Frequently asked questions
Must every audit remark be read at the AGM?
Section 145 requires qualifications, observations or comments that have an adverse effect on the company’s functioning to be read before the general meeting.
Can members inspect these remarks?
Yes. They are open to inspection by any member.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026