Section 283. Rights of resigning auditor of a public company

(1) This section applies where the notice of resignation of an auditor of a public company is accompanied with a statement of the circumstances connected with his resignation.

(2) The auditor may give the notice of resignation referred to in section 281 together with a signed requisition calling on the directors of the company to immediately convene a general meeting of the company for the purposes of receiving and considering the explanation of the circumstances connected with his resignation as he may wish to place before the meeting.

(3) The auditor may request the company to circulate a statement in writing not exceeding a reasonable length of the circumstances connected with the auditor’s resignation to its members—

(a) before the meeting convened on auditor’s requisition; or

(b) before any general meeting at which the auditor’s term of office would otherwise have expired or at which it is proposed to fill the vacancy caused by his resignation.

(4) The company shall—

(a) state the fact that the statement referred to in subsection (3) has been made in any notice of the meeting given to members of the company; and

(b) send a copy of the statement to every member of the company to whom notice of the meeting is or has been sent.

(5) The directors shall hold the general meeting required under this section within twenty-eight days from the date of the receipt of the notice of a requisition made under subsection (2).

(6) If a copy of the statement referred to in subsection (4) is not sent as required due to the default of the company, the auditor may, without prejudice to his right to be heard orally, require that the statement be read out at the meeting.

(7) A copy of a statement need not be sent and the statement need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the auditor is using this section to secure needless publicity or the matter is defamatory.

(8) The Court may order the company’s costs on such an application to be paid in whole or in part by the auditor, notwithstanding that the auditor is not a party to the application.

(9) An auditor who has resigned has, notwithstanding his resignation, the rights conferred by section 285 in relation to any general meeting of the company as mentioned in paragraph (3)(a) or (b).

(10) In this section, any reference in section 285 to matters concerning the auditor as an auditor shall be construed as references to matters concerning the auditor as a former auditor.

(11) Every director who fails to take all reasonable steps to secure that a meeting is convened under subsection (5) commits an offence.