Section 342 – The Companies Act,1956

The Companies Act, 1956

342. RESIGNATION OF OFFICE BY MANAGING AGENT.

(1) Unless the managing agency agreement otherwise provides, a managing agent may, by notice to the Board, resign his office as from such date as may be specified in the notice but such resignation shall not be effective until it is accepted by the company under sub-section (7).(2) The managing agent shall cease to act as such with effect from the date so specified or from such later date, if any, as may be mutually agreed on between him and the Board; but the managing agent shall not be absolved from liability to the company for his acts whether of commission or omission, during, the period of his managing agency.(3) When notice of resignation is given as aforesaid, the Board shall require the managing agent within such time as may be fixed by it or such further time as may be allowed by it, to prepare, and the managing agent shall prepare, a report on the state of affairs of the company as on the date specified in the notice of resignation or such subsequent date as the Board may think suitable, not being later than that on which the managing agent ceases to act as such under sub-section (2), together with a balance sheet made out as on that date and a profit and loss account for the period commencing from the date up to which the last such account was prepared and ending with the date on which the managing agent ceases to act as such.(4) In case of default by the managing agent in complying with the requisition of the Board under sub-section (3), the Board shall itself cause a report on the state of affairs of the company as on the date specified in the notice of resignation or such subsequent date as the Board may think suitable, not being later than that on which the managing agent ceases to act as such under sub-section (2), together with a balance sheet made out as on that date and a profit and loss account for the period specified in sub-section (3), to be prepared.(5) The Board shall also obtain a report from the auditors of the company on such balance sheet and profit and loss account in accordance with section 227, 228 and 229 and place the managing agent’s resignation together with the report on the state of the company’s affairs, balance sheet, profit and loss account and auditors’ report mentioned above, before the company in general meeting.(6) In relation to any report made by the auditors a aforesaid, sections 230 to 233 shall apply in like manner as they apply in relationto the auditors’ report referred to therein.

(7) The company in general meeting may, by a resolution, accept the resignation or take such other action with reference thereto as it may deem fit.

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