568
(c.) An abstract of the receipts and payments on capital
account:
(d.) An estimate of the preliminary expenses of the com-
pany:
(e.) The names, addresses, and descriptions, of the directors
auditors, managers and secretary: and
(f.) The particulars of any contract which is to be sub-
mitted for modification.
No contract referred to in the prospectus can be altered ex- cept with the consent of the statutory meeting. The penalty on the directors, managers, and subscribers of the memorandum, is omitted, but the company may be wound up if there is any default in filing the statutory report or holding the statutory meeting. These provisions were introduced in the United Kingdom by the Act of 1900. Ordinance, Section 90; Act, Section 65, 83, 129: Bill, Clause 66, 84, 129.
Annual General Meeting.
The only provision at present is that it must be held once in every calendar year. The Bill provides that it shall be held once in every calendar year and not inore than fifteen months after the last preceding general meeting. In case of default, a penalty is imposed and the court may call the meeting. This change was made in the United Kingdom by the Act of 1907. Ordinance, Section 89; Act, Section 64; Bill, Clause 65.
Requisition for Meeting.
The
Absolute provision is made for the calling of an extraordinary general meeting on the requisition of the shareholders. articles of a company cannot override this section. This is a good illustration of how the Bill regulates matters at present left to the discretion of each company. All properly drawn articles would provide for the calling of a meeting on requisition, but it is open to promoters to omit the provision, or even to negative it expressly. This section appeared first in the Act of 1900. Ordinance, Nil; Act, Section 66; Bill, Clause 67.
Extraordinary Resolutions.
These will have to be filed. At present, only special resolu- tions need be filed. This defect was remedied in the United Kingdom by the Act of 1907. Ordinance, Section 93; Act, Section 70; Bill, Clause 71.
Directors.
The Bill contains a number of new provisions relating to directors and promoters which are intended to ensure that the persons held out as proposed directors shall really assume that office and shall take up and continue to hold their qualification shares. to render more real and stringent the liability of directors and promoters for misrepresentation in the prospectus, to provide for greater publicity as to who are the directors of a company, and as to what their interest is in the company and its promo- tion, and to guard against directors commencing business on insufficient capital. Criminal penalties are imposed throughout the Bill on directors in order to ensure that the provisions of the law shall be carried out, and a director who wilfully makes a material false statement in a return commits a misdemeanour. Only the principal clauses can be referred to here:-
(a.) Register of Directors.-The company must keep a register containing the names, addresses, and occupa- tions of the directors, and must allow inspection of the register. It must also send a copy of the register to the registrar of companies, and must notify him of any changes in the directorate. At present this is neces- sary only in the case of companies not having a capital divided into shares.
(b.) Appointment.—A director cannot be appointed unless he has filed with the registrar of companies a contract to take and pay for his qualification shares (if any), and a consent in writing to act as director.