(2)[Subject to the provisions of sub-section (1-B) and section 224-A, at any annual general meeting,] [ Substituted by Act 41 of 1974, Section 23 for " At any annual general meeting" (w.e.f. 1.2.1975).] a retiring auditor, by whatsoever authority appointed, shall be re-appointed, unless-(a)he is not qualified for re-appointment;(b)he has given the company notice in writing of his unwillingness to be re-appointed;(c)a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be re-appointed; or(d)where notice has been given of an intended resolution to appoint some person or persons in the place of a retiring auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with.