Section 141 - Removal of an auditor

(1) A resolution to remove an auditor or to appoint any other person in the place of that auditor is not effective unless,

(a) a written notice has been given to the company of the intention to pass the resolution, not less than thirty-five days before the general meeting at which the resolution is to be moved and on receipt of the resolution, the company has forthwith sent a copy of the resolution to the auditor concerned;

(b) the resolution is passed at a general meeting of the company; and

(c) the company has given the members notice of the resolution at the same time and in the same manner as the company gives notice of meetings or, if that is not practicable, has given the members notice of the resolution in the same manner as notices of meetings are required to be given not less than twenty-one days before the meeting.

(2) For the purposes of subsection (1),

(a) if, after notice of the intention to move the resolution is given to the company, an annual general meeting is called for a date thirty-five days or less after the notice has been given to the company, the notice is properly given; and

(b) in the case of a resolution to remove an auditor appointed by the directors in accordance with subsection (4) of section 139 or to appoint any other person in place of an auditor so appointed, subsection (1) shall have effect with the substitution of fourteen days for thirty-five days in paragraph (a) of subsection (1) and seven days for twenty-one days in paragraph (c) of subsection (1).

(3) The auditor concerned is entitled

(a) to be heard on the resolution at the meeting; and

(b) to send to the company a written statement, and the company shall send copies of the statement with every notice of the annual general meeting or, if the statement is received too late, shall forthwith circulate to each person entitled under subparagraph (f) of paragraph 1 of the Eighth Schedule the notice of the meeting in the same manner as notices of meetings are required to be given.

(4) The company is not required to send or circulate the statement under paragraph (b) of subsection (3),

(a) if the statement is received by the company less than seven days before the meeting; or

(b) if the Court, on an application made by the company or any other person who claims to be aggrieved, so orders on being satisfied that the statement is unreasonably long or that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; the Court may order the costs of the applicant to be paid in whole or in part by the auditor although the auditor is not a party to the application.

(5) Without limiting the right of the auditor to be heard orally on the resolution, the auditor may, unless the Court makes an order under subsection (4), also require that the written statement by the auditor be read to the meeting.

(6) If the resolution is passed, the resolution shall not take effect until the conclusion of the annual general meeting.