103 (64)
The Committee suggest alterations in section 27 which will cause it to differ from the corresponding section (s. 26) of the Imperial Act as after careful consideration they have come to the conclusion that local conditions justify the difference. The Imperial Act provides that the annual list of members shall be made up to the fourteenth day after the ordinary general meeting. It is the practice in the Colony for lists to be made up for use at such meetings so that unless the practice which seems a desirable one is discontinued or unless the section is amended as the Committee suggest two lists would be required. The Committee also are of opinion that local conditions are such that it is highly desirable that the balance sheet to be filed should be accompanied by a profit and loss account. The conditions prevailing in the United Kingdom which justified the exclusion of a similar provision from the Imperial Companies Bill in 1907 do not apply in the Colony.
The amendment of section 35 (5) is considered desirable as in the majority of cases the registered offices in the Colony of the companies referred to therein consist of little more than a sign-board hung up in the entrance hall of solicitors' offices or stationers' shops where there is no machinery for the registration of transfers.
The introduction into the Bill of section 77 which does not appear in the Imperial Act has the approval of the Board of Trade.
The Committee consider that the proposed introduction of the word "separately "in section 92 is justified by local conditions.
After giving the matter the most careful consideration the Committee have come to the conclusion that the powers of the Official Receiver should be extended both in the case of windings up by or under the suspervision of the Court and in the case of voluntary windings up. They therefore suggest an amendment to section 146.(1), which is based on the provisions of section 50 (2) of the Bankruptcy Ordinance No. 7 of 1891, and the amendment of sections 146 (3), 149 (1), 152 (1) and (2), 181 (1) and (2), 186 (1), 188, and 196.
The proposed amendment to section 253 is made with the intention of assimilating the law of the Colony to the law of the United Kingdom under which a company registered outside the British Empire can only hold land with the licence of the Crown.
The Committee are aware that the proposed definition of the word "director" in section 261 will change the scope of every section in which the word occurs, but having regard to the peculiar position occupied by general managers, managers and persons serving on advisory cr consulting committees in the Colony they deem the extension of the existing definition necessary.
In the opinion of the Committee the Bill may be dealt with by the Legislative Council in the same manner as a Bill reported on by a Committee of the whole Council.
C. G. ALABASTER, Chairman.
Laid before the Legislative Council on the 23rd day of November, 1911.
R. H. CROFTON,
Clerk of Councils.