Section 120. The annual ordinary meeting of shareholders shall appoint an auditor and determine the remuneration of the auditor of the company every year. The former auditor may be re-appointed.

Section 121. The auditor shall not be a Director, staff, employee, or person holding any position in the company.

Section 122. The auditor has the power to examine the accounts, documents, and other evidence relating to the income and expenditure as well as assets and liabilities of the company during working hours of the company. In this regard, the auditor is empowered to interrogate the directors, staff, employees, persons holding any position in the company, and agents of the company, including the power to instruct said persons to give facts or furnish documents pertaining to the operations of the company.

Section 123. The auditor shall prepare and set forth report to the annual ordinary meeting of shareholders as required by the law on audit.

Section 124. The balance sheet, the profit and loss account, and the report of the auditor of the company shall be in Thai language, property typewritten.

Section 125. The auditor has the right to give written explanations to the meeting of shareholders and has duty to attend the meeting of shareholders at which the balance sheet, the profit and loss account, and the problems pertaining to accounting of the company are considered in order to make clarifications in respect of audit to the shareholders, and the company shall make available to the auditor all reports and documents receivable by the shareholders in such meeting of shareholders to the auditor.

Section 126. The shareholders have the right to make a request to inspect the balance sheet, profit and loss, and the report of the auditor at any time during workhours of the company and they may ask the company the issue a copy of said documents duly certified correct. For such service the company may change for expenses as stipulated in the articles of association of the company.

Section 127. The company shall send the annual report together with copies of the balance sheet and the profit and loss account duly examined and approved by the meeting of shareholders and a copy of the minutes of meeting of shareholders only in the part concerning approval of the balance sheet, profit and loss account, and distribution of dividend, duly certified correct by the authorized signature, to the registration. The company shall also publish the balance sheet for public information in a newspaper for a period of at least one day within one month from the date of approval of the meeting of shareholders.

CHAPTER 9
Inspection

Section 128. Shareholders holding shares amounting to not less than one-fifth of the total number of shares sold or shareholders amounting to not less than one-third of the total number of shareholders may subscribe their name to an application to the Registrar requesting him to appoint an inspector to examine into the affairs and financial status of the company and to also inspect the operation of the board of directors.

In the application under paragraph one the applicants shall point out distinctly the points for inspection and name one shareholders as their representative and give his address.

The Registrar shall issue an order appointing a competent official or competent officials the inspector or inspectors, and in the order the Registrar shall specify distinctly the points for inspection.

Section 129. The Registrar may appoint one or more competent officials to be an inspector or inspectors to examine the operation of the company when he has plausible reason to suspect that
(1) The company has operated a scheme to defraud the creditors of the company or to create debts despite the knowledge that it will never be able to repay;
(2) the company has violated or failed to comply with this Act or made any false information in the application for registration, in the balance sheet or in the profit and loss account, or in the report submitted to the Registrar or made known to the general public.
(3) the directors or the executive officers of the company have operated the business in contrary to the objective of the company or have been dishonest to the company or the shareholders of the company;
(4) there was any act done to cause an unfair disadvantage to minority shareholders;
(5) the business management of the company may cause damage to the shareholders;

In the order appointing the inspector the Registrar shall specify distinctly points for inspection and notify the company in writing thereof.

Section 130. In the performing duties under Section 128 and Section 129, the inspector has powers as follows:
(1) to enter the office and other premises of the company during workhours of the company;
(2) to order a directors, staff, employees, persons holding any position in the company, and agents of the company and the auditor, including persons who used to hold or have said position or duty and have departed there from for not more than one year, to testify,
(3) to order the persons under (2) to produce or furnish accounts and documents pertaining to the operation of business of the company

In the case where the inspector is of the opinion that, in carrying out the inspection for which he is designated, to also inspect other companies or private companies under Section 114(1) and (2) because of certain interrelation, he shall obtain approval of the Registrar to empower him to inspect such companies on related matters only.

In performing duties under paragraph one or paragraph two, the inspector shall be a competent official under the Criminal law and the persons concerned shall provide reasonable assistance and convenience.

Section 131. The inspector shall report on the results of the inspection together with his or her opinion to the Registrar within two months from the date of appointment. If he or she cannot complete the inspection within said period, the inspector shall report the inspection results to the Registrar every two months.

Section 132. Upon receipt of the report on inspection results from the inspector, the Registrar shall proceed as follows:
(1) to deliver a copy of such report to the company within seven days from the date of receipt thereof;
(2) to notify to the proper authorities to take legal action against persons who committed offenses under this Act
(3) to order the company to operate business in compliance with this Act;
(4) to notify in writing to the creditors or any persons who may have suffered damage according to the inspection report.

Section 133. The company which receives the report under Section 132(1) shall summarize the report and deliver it to the shareholders within fourteen days from the date of receipt of the report. The company shall prepare a complete copy of the report at the company for the shareholders to inspect.

Section 134. The following persons shall advance expenses incurred in the inspection of the company:
(1) the shareholders who requested the Registrar to appoint the inspector;
(2) the Registrar, in case of an inspection under Section 129.

Section 135. In the case where the inspection results turned out to be as aimed for, whether wholly or in part, the company shall be liable for payment advanced by the person under Section 134.

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