Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 279

279. (1) Notwithstanding the provisions of this Part, an exempt proprietary
company that is not an unlimited company is not required to appoint an auditor
at an annual general meeting, whether that meeting is the first annual general
meeting held after the company is incorporated as, or becomes, such a company
or is a subsequent annual general meeting, if not more than one month before
the annual general meeting all the members of the company have agreed that it
is not necessary for the company to appoint an auditor.

(2) The directors of an exempt proprietary company that is not an unlimited
company are not required to comply with sub-section 280 (1) if all the members
of the company have agreed, on a date not later than 14 days after the
incorporation of the company, that it is not necessary for the company to
appoint an auditor.

(3) Where a company, by reason of the circumstances referred to in sub-section
(1) or (2), does not have an auditor, a secretary of the company shall record
a minute to that effect in the book containing the minutes of proceedings of
general meetings of the company.

(4) An exempt proprietary company that is not an unlimited company and that at
an annual general meeting did not appoint an auditor shall at the next
annual general meeting of the company appoint an auditor unless the conditions
referred to in sub-section (1) are satisfied.

(5) Where, by reason of the circumstances referred to in sub-section (1) or
(2), accounts or group accounts of a company required to be laid before the
company at its annual general meeting are not audited, there shall be included
in, or attached to, the annual return of the company for the financial year to
which the accounts or group accounts relate a certificate signed by not less
than 2 directors of the company stating whether-

   (a)  the company has, in respect of the financial year-

        (i)    kept such accounting records as correctly record and explain
               the transactions and financial position of the company;

        (ii)   kept its accounting records in such a manner as would enable
               true and fair accounts of the company to be prepared from time
               to time; and

        (iii)  kept its accounting records in such a manner as would enable
               the accounts of the company to be conveniently and properly
               audited in accordance with this Act; and

   (b)  the accounts and group accounts (if any) have been properly prepared
        by a competent person.

(6) Where-

   (a)  directors of a company state in a certificate in respect of a
        financial year of the company that-

        (i)    the company did not keep such accounting records as are
               required by this Act to be kept;

        (ii)   the accounting records of the company were not kept in the
               manner required by this Act; or

        (iii)  the accounts of the company have not been properly prepared by
               a competent person; or

   (b)  a director of a company has been convicted under sub-section 563 (2)
        of an offence in relation to a certificate under sub-section (5) of
        this section, there shall be deemed to be a vacancy in the office of
        auditor of the company and sub-section 280 (5) applies to that
        vacancy.

(7) Where a company, by reason of circumstances referred to in sub-section (1)
or (2), does not have an auditor and all the members of the company have
agreed that the company should appoint an auditor, an auditor may be appointed
as if a vacancy had occurred in the office of auditor.

(8) Within one month after a company that, by reason of the circumstances
referred to in sub-section (1) or (2), does not have an auditor ceases to be
an exempt proprietary company, the directors of the company shall appoint,
unless the company at a general meeting has appointed, a person or persons, a
firm or firms, or a person or persons and a firm or firms, as auditor or
auditors of the company.

(9) If, within 14 days after a company that has an auditor becomes an exempt
proprietary company, all the members of the company agree, this Act does not
prevent the company from terminating the appointment of the auditor and, where
the appointment is so terminated, a vacancy in the office of auditor of the
company shall be deemed not to have occurred.

(10) A person or firm appointed as auditor of a company under sub-section (6)
or (8) holds office, subject to this Division, until the next annual
general meeting of the company and sub-section (1) does not apply to or in
relation to that company.