C1C2C3C4C5C6C7C8Part VII Accounts and Audit
Part VII (ss. 221-262) continued by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(a)
Part VII (ss. 221-262) amended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(2)(5)
Part VII (ss. 221-262) extended by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 1(3)(5)
Part VII (ss. 221-262) modified by S.I. 1990/355, arts. 6, 7, Sch. 2 paras. 1(4)(5), 3(2)(3)
Part VII (ss. 221-262) excluded by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 3(1)(3)
Part VII (ss. 221-262) restricted by S.I. 1990/355, arts. 6, 7, Sch. 2 para. 13(1)(b)
Pt. VII (ss. 221-262) applied (with modifications) (21.7.1993) by S.I. 1993/1820, reg. 4, Sch. paras.1, 2 (as amended (1.10.2005) by S.I. 2005/1987, reg. 3)
Pt. VII (ss. 221-262) applied (with modifications) (6.4.2001) by S.I. 2001/1090, reg. 3, Sch. 1 (as amended (4.3.2004) by S.I. 2004/355, art. 8, (1.10.2005) by S.I. 2005/1989, reg. 2, Sch. 1 and (12.1.2006) by S.I. 2005/3442, reg. 2(2)(b), Sch. 2 para. 3(1))
Pt. 7 (ss. 221-262) modified (1.8.2007) by The European Grouping of Territorial Cooperation Regulations 2007 (S.I. 2007/1949), regs. 6, 7, Sch. Pt. 1
Chapter I Provisions Applying to Companies Generally
Auditors’ report
C9235C11 Auditors’ report.
C101
A company’s auditors shall make a report to the company’s members on all annual accounts of the company of which copies are to be laid before the company in general meeting during their tenure of office.
F21A
The auditors' report must include–
a
an introduction identifying the annual accounts that are the subject of the audit and the financial reporting framework that has been applied in their preparation;
b
a description of the scope of the audit identifying the auditing standards in accordance with which the audit was conducted.
1B
The report must state clearly whether in the auditors' opinion the annual accounts have been properly prepared in accordance with the requirements of this Act (and, where applicable, Article 4 of the IAS Regulation).
2
The report must state in particular whether the annual accounts give a true and fair view, in accordance with the relevant financial reporting framework–
a
in the case of an individual balance sheet, of the state of affairs of the company as at the end of the financial year,
b
in the case of an individual profit and loss account, of the profit or loss of the company for the financial year,
c
in the case of group accounts, of the state of affairs as at the end of the financial year and of the profit or loss for the financial year, of the undertakings included in the consolidation as a whole, so far as concerns members of the company.
2A
The auditors' report–
a
must be either unqualified or qualified, and
b
must include a reference to any matters to which the auditors wish to draw attention by way of emphasis without qualifying the report.
3
The auditors shall consider whether the information given in the directors’ report for the financial year for which the annual accounts are prepared is consistent with those accounts; and if they are of opinion that it is not they shall state that fact in their report.
F14
If a directors’ remuneration report is prepared for the financial year for which the annual accounts are prepared the auditors shall in their report
a
report to the company’s members on the auditable part of the directors’ remuneration report, and
b
state whether in their opinion that part of the directors’ remuneration report has been properly prepared in accordance with this Act.
5
For the purposes of this Part, “the auditable part” of a directors’ remuneration report is the part containing the information required by Part 3 of Schedule 7A.
C13236F3C14 Signature of auditors’ report. C12
1
The auditors’ report shall state the names of the auditors and be signed F4and dated by them.
2
Every copy of the auditors’ report which is laid before the company in general meeting, or which is otherwise circulated, published or issued, shall state the name of the auditors.
3
The copy of the auditors’ report which is delivered to the registrar shall state the names of the auditors and be signed by them.
4
If a copy of the auditors’ report—
a
is laid before the company, or otherwise circulated, published or issued, without the required statement of the auditors’ names, or
b
is delivered to the registrar without the required statement of the auditors’ names or without being signed as required by this section,
the company and every officer of it who is in default is guilty of an offence and liable to a fine.
5
References in this section to signature by the auditors are, where the office of auditor is held by a body corporate or partnership, to signature in the name of the body corporate or partnership by a person authorised to sign on its behalf.
C16237F5C18 Duties of auditors. C15
C171
A company’s auditors shall, in preparing their report, carry out such investigations as will enable them to form an opinion as to—
a
whether proper accounting records have been kept by the company and proper returns adequate for their audit have been received from branches not visited by them, and
b
whether the company’s individual accounts are in agreement with the accounting records and returnsF7 and
c
(in the case of a quoted company) whether the auditable part of the company’s directors’ remuneration report is in agreement with the accounting records and returns.
C172
If the auditors are of opinion that proper accounting records have not been kept, or that proper returns adequate for their audit have not been received from branches not visited by them, or if the company’s individual accounts are not in agreement with the accounting records and returns, F8or if in the case of a quoted company the auditable part of its directors’ remuneration report is not in agreement with the accounting records and returns, the auditors shall state that fact in their report.
C173
If the auditors fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state that fact in their report.
F94
If—
a
the requirements of Schedule 6 (disclosure of information: emoluments and other benefits of directors and others) are not complied with in the annual accounts, or
b
where a directors’ remuneration report is required to be prepared, the requirements of Part 3 of Schedule 7A (directors’ remuneration report) are not complied with in that report,
the auditors shall include in their report, so far as they are reasonably able to do so, a statement giving the required particulars.
F64A
If the directors of the company have taken advantage of the exemption conferred by section 248 (exemption for small and medium-sized groups from the need to prepare group accounts) and in the auditors’ opinion they were not entitled so to do, the auditors shall state that fact in their report.
Pt. VII (ss. 221–262) applied with modifications by S.I. 1985/680, regs. 4–6, Sch.