is fixed by the Board of Directors as regards appointments
made by it. As regards other appointments, the company in general meeting fixes
the remuneration.
Section 225 makes provision for a resolution relating
to appointment or removal of auditor. A special notice must be given of a
resolution at the AGM (i) to appoint a person other than a retiring auditor; or
(ii) to provide that a retiring auditor shall not be re-appointed. When the
company receives this notice, it must forthwith send a copy of it to the
retiring auditor. The retiring auditors may make a written representation to
the company and ask that the same should be sent to all the members. The
company must, unless it receives the representation too late (i) state the fact
of the representation having been made, in any notice of the resolution given
to the members; and (ii) send a copy of the representation to every member to whom
notice of the meeting is sent. If a copy is not sent out in this way because
the representation was received too late or because of the company's default,
then the auditor may demand that his statement shall be read out at the
meeting. He shall, of course, have the right to be heard orally at the meeting.
However, the copies of the representation need not be sent out, nor need the
representation be read out, if the company or any aggrieved person applies to
the Company Law Board (CLB) and the CLB thinks that the auditor is abusing his
rights to secure needless publicity for defamatory matter.
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