5)

SECRETARIAL PRACTICE
of their information and the explanations given

to them, and as shown by the books of the com-

pany.
Every auditor of a company shall have a right of
access at all times to the books and accounts and
vouchers of the company, and shall be entitled to
require from the directors and officers of the com-
pany such information and explanation as may be
necessary for the performance of the duties of the
auditors.
Theauditors of a company shall be entitled to attend any
general meeting of the company at which any accounts
which have been examined or reported on by them
are to be laid before the company and to make any
statement or explanation they desire with respect to
the accounts.

(2)

3)

The last provision was introduced by the Companies Act,
1928. It would seem that the auditors cannot use the power
conferred on them by this provision to make good their own
errors or omissions except perhaps as regards very minor
matters.

The above imposes upon the directors and officers of the
company, including- the secretary, correlative duties, which
are (a) to produce at all times to the auditors the books (i.e.,
not merely books of account, but also minute books, &c.),
accounts, and vouchers of the company; and (b) to give at all
times to the auditors such information and explanation as
may be necessary to enable them to perform their duties.

The headnote to the case of Republic of Bolivia Exploration
Syndicate (1914), I Ch. 439 thus usefully summarises some of
the main duties and responsibilities of auditors: ‘Auditors
are bound to know or make themselves acquainted with their
duties under the company’s articles and under the Companies’
Acts for the time being in force, and if the audited balance
sheets do not show the true financial condition of the com-
pany, and damage is thereby occasioned, the onus is on the
auditors to show that this damage is not the result of any
breach of duty on their part. Auditors are primd facie
responsible for ultra vires payments made on the faith of their
balance sheet, but whether and to what extent they are
responsible for not discovering and calling attention to the
illegality of payments made prior to the audit must depend on
the special circumstances of each case.’

Any regulations, precluding auditors from availing them-

selves of all the information to which thev are entitled under