182

SECRETARIAL PRACTICE
the directors fail to exercise their powers of appointing the
first auditors the company in general meeting may do so
[s. 132 (4)].

It is clear that ‘the first annual general meeting’ just men-
tioned is not the same as the statutory meeting.

Whether auditors have or have not been previously
appointed as above, a company is bound to appoint an
auditor or auditors at each annual general meeting, to hold
office until the next annual general meeting [s. 132 (1)].
Failing any such appointment being made at any annual
general meeting, any member of the company may apply
to the Board of Trade, who may appoint an auditor for
the current year [s. 132 (2)].

The following persons are disqualified from appointment as
auditor (1) any director or officer of the company, (2) any
body corporate, (3) except in the case of a private company,
any person who is a partner of or in the employment of any
officer of the company. A body corporate acting under an
appointment made before the 3rd August, 1928, may however
complete his duties under such appointment [s. 133].

If the directors or the company have previously appointed
the first auditors, their names and addresses must appear in
any prospectus issued on the formation of the company [s. 35
and the fourth schedule] or in the statement in lieu of pros-
pectus [s. 40 and the fifth schedule]. And if before the
statutory meeting the directors or the company have appointed
the first auditors, their names and addresses must appear
in the statutory report, and they must certify it so far as it
relates to the shares allotted, to the cash received in respect of
such shares, and to the receipts and payments of the company
on capital account [s. 113). If there are no auditors, the
directors’ certificate of the statutory report [s. 113 (3)] must
suffice.

The balance sheet, which is required by s. 110 to be included
in the Annual Return, must have been audited by the com-
pany’s auditors.

As regards the appointment at an annual general meeting of
new auditors in the place of existing auditors, this is provided
for by s. 132 (3), the effect of which may be stated as follows:

Retiring auditors may be re-elected at the annual
meeting, without previous notice of intention to
nominate them.

Other auditors may be elected at the meeting, subject
to the condition that a member must have given
notice to the companv not less than fourteen davs