Directors to perform the duties:

Therefore it cannot be that the auditors  are to be at the expense and trouble not merely of sending their report through the post but of delivering a copy to every member.  It seems that one is forced by circumstances to limit the meaning of the words "the members" and I hold that they mean "the members assembled in the familiar meeting".... whereas the report is to be made to the members in general meeting, then it would not be right, I think, to hold that the duty of the auditors is to make that report themselves to the members in general meeting unless they can themselves call a general meeting or can compel someone else to call a general meeting.  There are no means by which they can call a general meeting or compel other persons to convene a general meeting.  The only persons who can call a general meeting are the directors or the meeting who have called upon the directors to do so and they have failed to do so.  The audience themselves are powerless.

In my judgement the duty of the auditors, after having affixed their signatures to the reports annexed to a balance sheet, is confined to forwarding, that report to the secretary of the company, leaving the secretary of the company or the directors to perform the duties which the statute imposes of convening a general meeting to consider the report....The statute compels directors to convene a meeting once a year and compels directors to present reports to the general meeting and it is for the shareholders to see that the directors do their duty...the duty of the auditors is discharged by sending the report to  the company's secretary....."