Companies Act 1985

[F1 237 Duties of auditors. E+W+S

(1) 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 returns[F2 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.]

(2) 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, [F3 or 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.

(3) 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.

[F4 (4) 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.]]

[F5 (4A) 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.]

Textual Amendments

F1 New ss. 235–237 inserted (subject to the saving and transitional provisions in S.I. 1990/355, arts. 6–9, Sch. 2, by Companies Act 1989 (c. 40, SIF 27), ss. 1, 9, 213(2) as part of the text inserted in place of ss. 221–262 (as mentioned in s. 1(a) of the 1989 Act)

F2 S. 237(1)(c) and preceding word inserted (1.8.2002) by The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 5

F3 Words in s. 237(2) inserted (1.8.2002) by The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 10(2)

F4 S. 237(4) substituted (1.8.2002) by The Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), reg. 6

F5 S. 237(4A) inserted (2.2.1996) by S.I. 1996/189, reg. 6

Modifications etc. (not altering text)

C1 Ss. 235-237 applied (with modifications) (31.12.2004) by The Insurance Accounts Directive (Lloyd's Syndicate and Aggregate Accounts) Regulations 2004 (S.I. 2004/3219), reg. 3(4)(a), Sch.

C2 S. 237 applied with modifications by S.I. 1990/2570, regs. 6(1)(a), 15

C3 Ss. 226-237 extended (with modifications) (19.12.1993) by S.I. 1993/3245, reg. 3

C4 S. 237(1)-(3) applied (with modifications)(23.12.1996) by S.I. 1996/943, reg. 29(2)(a)