Auditor appointed by the shareholders does not accept the appointment

2. In all other cases, it must be fixed by the company in general meeting or in
such manner as the company in general meeting may determine.
The expression 'remuneration' includes any sums paid by the company in respect
of the Auditor's expenses in carrying out his duties.
Notice that it is not necessary that the amount of remuneration be specified by the company in its general meeting. It would be enough if the manner in which the remuneration is to be fixed is laid down in the general meeting. It is also not essential that the remuneration be fixed in the same general meeting in which the Auditor is appointed.
However, an Auditor may receive separate remuneration for services rendered other than the audit work, e.g., for advising on taxation matters, writing up the accounts, etc. Such a remuneration does not ordinarily require the sanction of the general meeting. However, a separate disclosure of all amounts paid to the Auditor in whatever capacity is required to be made in the Profit and Loss Account under
Schedule VI, classified as below:
1. As Auditor;
2. As Adviser or in any other capacity in respect of
(a) taxation matters;
(b) company law matters; and
(c) management services.
3. Other amounts paid in any other manner.
Q 29. Where the annual general meeting is not held within the period prescribed by Section 166, shall the office of the Auditor fall vacant by the date general meeting ought
1"(0 have been held?
.9l.ns. Section 224 (1) of the Companies Act, 1956 provides that an Auditor shall hold office from the conclusion of one annual general meeting until the conclusion of the next annual general meeting. Accordingly, the Auditor is expected to continue in office till the annual general meeting is actually held and concluded. Thus, if an annual general meeting is adjourned, his tenure will extend till the conclusion of the adjourned meeting.

Q 30. At an annual general meeting held on 25th September 1989, the Auditor was appointed to hold office upto the conclusion of the next annual general meeting. The next annual general meeting was convened on 20th September 1990 but stood adjourned without transacting any business. Does the retiring Auditor continue in office?
.9l.ns. According to Section 224 (1), an Auditor appointed at an annual general meeting holds office from the conclusion of that AGM to the conclusion of the next
AGM. In the present case, the Auditor was to hold office upto conclusion of the AGM duly convened but adjourned. As the adjourned meeting is merely a continuation of the original meeting, the AGM remains unconcluded and the retiring Auditor continues to hold the office till the conclusion of the meeting.

Q 31. Where the Auditor appointed by the shareholders does not accept the appointment, can the Board of Directors be authorised by the shareholders to appoint new Auditors?