Companies Act, 1990

Requisitioning of general meeting of company by resigning auditor.

186.—(1) A notice served on a company under section 185 which contains a statement in accordance with subsection (2) (b) of that section may also requisition the convening by the directors of the company of a general meeting of the company for the purpose of receiving and considering such account and explanation of the circumstances connected with his resignation from the office of auditor to the company as he may wish to give to the meeting.

(2) Where an auditor makes a requisition under subsection (1), the directors of the company shall, within 14 days of the service on the company of the said notice, proceed duly to convene a general meeting of the company for a day not more than 28 days after such service.

(3) Subject to subsection (4), where—

(a) a notice served on a company under section 185 contains a statement in accordance with subsection (2) (b) of that section, and

(b) the auditor concerned requests the company to circulate to its members—

(i) before the general meeting at which, apart from the notice, his term of office would expire, or

(ii) before any general meeting at which it is proposed to fill the vacancy caused by his resignation or convened pursuant to a requisition under subsection (1),

a further statement in writing prepared by the auditor of circumstances connected with the resignation that the auditor considers should be brought to the notice of the members,

the company shall—

(I) in any notice of the meeting given to members of the company state the fact of the statement having been made, and

(II) send a copy of the statement to the registrar of companies and to every person who is entitled under section 159 (1) of the Principal Act to be sent copies of the documents referred to in the said section 159 (1).

(4) Subsection (3) need not be complied with by the company concerned if, on the application either of the company or any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the court may order the company's costs on an application under this section to be paid in whole or in part by the auditor concerned notwithstanding that he is not a party to the application.

(5) An auditor of a company who has resigned from the office of auditor shall be permitted by the company to attend—

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

(b) any general meeting at which it is proposed to fill the vacancy caused by his resignation or convened pursuant to a requisition of his under subsection (1),

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

(6) If default is made in complying with subsection (2), (3) or (5), the company concerned, and every officer of the company who is in default, shall be guilty of an offence.