(a).

• The directors may appoint the first auditor and can fill casual vacancy.
• The first auditors are appointed during incorporation (during delivery of particulars to the Registrar under sec 13 & 14 of Act 992) or within three months of incorporation.
• The auditor must consent in writing prior to the appointment.
• When any casual vacancy occurs (e.g. resignation etc.), the surviving or continuing auditor(s), if any, may act until the appointment of a new one.
• Auditors are appointed by ordinary resolution at AGM.
• The Registrar may appoint auditors if the company shall have no auditors for a continuous period of three months.
• The auditor must be duly qualified in accordance with Act 992.

(b).

• Members in general meeting can act in any matter if the BOD is disqualified or unable to act by reason of deadlock or otherwise.
• Make recommendations on actions to be taken by the BOD.
• Ratify or confirm actions taken by the BOD.
• Institute legal proceedings if the BOD refuse neglect to do so.
• Remove the entire BOD or a director by ordinary resolution.
• Sell their shares.
• Agree to mergers or acquisitions, go into voluntary liquidation etc.
• Can be held personally (jointly and severally) criminally and civilly liable for actions under Act 992 e.g. fraud, dishonesty, self-dealing etc. or when the corporate veil is lifted.
• Powers and actions of the courts, auditors, Registrar etc.
• Sec 189: Directors with company with shares shall not without the approval of an ordinary resolution of the company:
  • Sell, lease or dispose of the whole or substantially the whole of the undertaking or assets of the company.
  • Issue any new or unissued share, other than treasury shares, unless certain conditions are met.
  • Make voluntary contribution to any charitable or other fund, unless certain conditions are met, etc.

(c).

According to Eighth Schedule of Act 992. The following persons are entitled to attend the general meeting of the company:

• Every member of the company
• Every director
• Every auditor for the time being of the company
• Every legal representative, receiver, or a trustee in bankruptcy of a member.

(d).

• A resolution in writing signed by all members entitled to attend and vote on such resolution at a general meeting or duly authorised representatives of bodies corporate.
• For a one-member company, that member.
• It is valid and effective for all purposes as if passed at duly convened general meeting of the company.
• Deemed as a special resolution if described so.
• Deemed passed on the date the last member signed.
• Statement of a date of a members’ signature on the resolution is prima facie evidence of signing by that member on that date.
• Cannot be used to remove an auditor or director of the company.