Companies Act, 1990

Resolutions relating to appointment and removal of auditors and rights of auditors who have been removed.

184.—(1) Section 161 of the Principal Act is hereby amended by the substitution of the following subsections for subsections (1) and (2)—

“(1) Extended notice within the meaning of section 142 shall be required for—

(a) a resolution at an annual general meeting of a company appointing as auditor a person other than a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed,

(b) a resolution at a general meeting of a company removing an auditor before the expiration of his term of office, and

(c) a resolution at a general meeting of a company filling a casual vacancy in the office of auditor.

(2) On receipt of notice of such an intended resolution as is mentioned in subsection (1), the company shall forthwith—

(a) if the resolution is a resolution mentioned in paragraph (a) of the said subsection (1), send a copy thereof to the retiring auditor (if any),

(b) if the resolution is a resolution mentioned in paragraph (b) of the said subsection (1), send a copy thereof to the auditor proposed to be removed, and

(c) if the resolution is a resolution mentioned in paragraph (c) of the said subsection (1), send a copy thereof to the person (if any) whose ceasing to hold the office of auditor of the company occasioned the casual vacancy.

(2A) An auditor of a company who has been removed shall be entitled to attend—

(a) the annual general meeting of the company at which, but for his removal, his term of office as auditor of the company would have expired, and

(b) the general meeting of the company at which it is proposed to fill the vacancy occasioned by his removal, and

to receive all notices of, and other communications relating to, any such meeting which a member of the company is entitled to receive and to be heard at any general meeting that such a member attends on any part of the business of the meeting which concerns him as former auditor of the company.”.

(2) The reference in subsection (5) of the said section 161 to a resolution to remove the first auditors by virtue of subsection (6) of section 160 of the Principal Act shall be construed as including a reference to a resolution to remove an auditor other than the first auditors before the expiration of his term of office.