Section 747 of The Companies Act No. 17 of 2015: Rights of resigning auditor
(1) This section applies if an auditor’s notice of resignation is accompanied by a statement of the circumstances connected with the resignation.
(2) A resigning auditor may deposit with the notice of resignation a signed requisition calling on the directors of the company to convene a general meeting of the company for the purpose of receiving and considering such explanation of the circumstances connected with the resignation as the auditor may wish to place before the meeting.
(3) The auditor may request the company to circulate to its members—
(a) before the meeting convened on the 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 the auditor's resignation; a statement in writing,
not exceeding two thousand words, setting out the circumstances that gave rise to the resignation.
(4) The company shall—
(a) in any notice of the meeting given to members of the company, state the fact of the statement having been made; 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 company is not required to send copies of the representations to the members if the members would not receive their copies of the representations before the beginning of the meeting.
(6) If subsection (5) is not complied with, each director who failed to take all reasonable steps to ensure that such a meeting was convened commits an offence and on conviction is liable to a fine not exceeding one million shillings.
(7) Within twenty-one days after the auditor of a company has resigned, the directors shall convene a meeting for a day that is not more than twenty eight days after the date on which the notice convening the meeting is given.
(8) If a copy of the statement referred to in subsection (3) is not sent out as required because it was received too late or because of the company's default, the auditor may require the statement to be read out at the meeting.
(9) If the company or a person affected claims that the representations made by the auditor contain defamatory matter, the company or person may apply to the Court for an order under subsection (11).
(10) The auditor is entitled to be served with a copy of such an application and to be heard at the hearing of the application by the Court.
(11) On the hearing of such an application, the Court shall, if satisfied that the representations of the auditor contain defamatory matter, make an order that they need not be sent out to the company's members and need not be read out at the meeting, but if not so satisfied, it shall dismiss the application.
(12) If the Court has made an order under subsection (11)—
(a) copies of the auditor's representations need not be sent out to the company's members; and
(b) those representations need not be read out at the meeting.
(13) An auditor who has resigned from office has, in relation to a companygeneral meeting referred to in subsection (3)(a) or (b), the same rights as an auditor who has been removed from office under section 742.
(14) When subsection (13) applies, the references to matters concerning a person as auditor are to be treated as references to matters concerning the person as a former auditor.
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