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