Sri Lanka Consolidated Acts

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Companies Act (No. 17 of 1982) - Sect 156

Appointment and remuneration of auditors

156.
(1) Every company shall at each annual general meeting, appoint an auditor or auditors to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting.
(2)At any annual general meeting a retiring auditor, however appointed, shall be re-appointed without any resolution to that effect being passed unless-
(a) he is not qualified for reappointment; or
(b) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he snail not be reappointed; or
(c) he has given the company notice in writing of his unwillingness to be reappointed :
(3) Where at an annual general meeting no auditors are appointed or reappointed, the Registrar may appoint a person to fill the vacancy.
(4) The company shall, within one week from the date on which the power of the Registrar under the provisions of subsection (3) becomes exercisable, give the Registrar notice of that fact, and, where a company fails to give notice as required by the provisions of this subsection, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable to a default fine.
(5)
(a) Subject as hereinafter provided, the first auditors of a company may be appointed by the directors at any time before the first annual general meeting, and auditors so appointed shall hold office until the conclusion of that meeting:
(b) The directors may fill any casual vacancy in the office of auditor, but while any such vacancy continues, the surviving or continuing auditor or auditors, if any, may act.
(6) The remuneration of the auditors of a company-
(a) in the case of an auditor appointed by the directors or by the Registrar, may be fixed by the directors or by the Registrar, as the case may be;
(b) subject to the provisions of paragraph (a), shall be fixed by the company at a genera] meeting or in such manner as the company at a general meeting may determine.
(7)
(a) No person other than a registered auditor shall be eligible for appointment as an auditor under the provisions of this section.
(b) Regulations shall be made providing for-
(i) the qualifications necessary in order to secure such registration; and
(ii) the procedure for the registration of auditors ;
(iii) the fees payable for such registration.
(8) Where persons practising in partnership as auditors are appointed in the firm name, each of the partners of the firm at the time of the appointment, shall be deemed to be appointed as auditors and such appointment shall continue notwithstanding any subsequent change in the constitution of the partnership, provided at least one of the original partners so appointed, remains in the firm.
(9) Any person who acts as an auditor of a company without being registered as an auditor under the provisions of subsection (7) shall be guilty of an offence and shall be liable to a fine not exceeding rupees five hundred or to imprisonment of either description for a term not exceeding one year or to both such fine and imprisonment.


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