Rights of
46
(a) whether or not they have obtained all the inform ation and explanations they have required ; and
() whether, in their opinion, the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the company's affairs according to the best of their information and the explanations given to them, and as shown by the broke of the company.
(3) The balance sheer shall be signed on behalf of the board by two of the directors of the company, or if there is only one director, by that director, and the auditors' report shall be attached to the balance sheet, or there shall be inserted at the foot of the balance sheet a reference to the report, and the report shall be read before the company in general meeting, aud shall be open to inspection shareholder.
aby
Any shareholder shall be entitled to he furnished with a copy of the baluuce sheet and auditors' report at a charge not exceeding twenty-five cents for every hundred words.
(4) If any copy of a balance sheet which has not been signed as required by this section is issued, circulated, or published, or if any copy of a balance sheet is issued, cir- enlated, or published without either having a copy of the auditors' report attached thereto or containing such reference to that report as is required by this section, the company, and every director, manager, secretary, or other officer of the company who is knowingly a party to the default, shall on conviction be liable to a fine not exceeding five hundred dollars.
(5) In the case of a hanking company-
() if the company has branch banks beyond the limits of the Colouy it shall be sufficient if the auditor is allowed access to sneh copies of and extracts from the books and accounts of any such branch as have leen transmitted to the office of the company in the Colony; and (b) the balance sheet must be signed by the secre- tary or kanger (if any), and where there are more than three directors of the company by at least three of these directors, and where there are not more than three directors by all the directors.
115-(1) Holders of preference shares and debentures preference f a company shall have the same right to reccive and shareholders, inspect the balance sheets of the ecmpany and the reports of the auditors and other reports as is possessed by the holders of ordinary shares in the company,
Xc. as to
receipt audi
inspection of
reports, &c.
8 Edw. 7 c.
69 s. 114.
Prohibition
of carrying
on business
with fewer
that seven or, in the Cave of a
private com pany, two members.
b. s. 115.
Service of
documents on company 16. s. 116.
Authenticn-
tion of
documents.
Jb. 8. 117.
(2) This section shall not apply to a private company, vor to a company registered before the date of the coming into operation of this Ordinance.
Currying on Business with less than the legal Minimum of Members.
116. If at any time the number of members of a com- pany is reduced, in the case of a private company, below two, or, in the ease of any other company, below seven, and it carries on business for more than six months while the number is so reduced, every person who is a member of the company during the time that it so carries on business after those six months, and is cognisant of the fact that it is carrying on business with fewer than two members, or seven members, as the case may be, shall be severally liable for the payment of the whole debts of the company con- tracted during that time, and may be sued for the same, with our joinder in the action of any other member.
Service and Authentication of Documents.
117. A document may be served on a company by leav- ing it at or sending it by registered post to the registered office of the company.
118. A doemaent or proceeding requiring anthentica- tion by a company may be signed by a director, secretary, or other authorised officer of the company, and need not be under its common seal.
47
Tubles and Forms.
119.-(1) The forms in the Third Sebedule to this Application Ordumuce or forms as near thereto as circumstances wimit and altera- shall be used in all matters to which those forms refer.
tion of tabics and forms.
69 s. 113.
(2) The Governor may alter any of the tables and forms 8 Edw. 7 c. in the First Schedule to this Ordinance, so timt he does not increase the amount of fees payable to the registrar in the said schedule mentioned, and may alter or add to the forms
in the said Third Schedule.
(3) Any such table or form, when altored, shall be published in the Gazette, and thenceforth shall have the same force as if it were included in one of the Schedules to this Ordinance, but no alteration made by the Governor in Tablo A in the said First Schedule shall affect any com- pany registered before the alteration, or repeal, as respects that company, any portion of that table.
Arbitrations.
120.-(1) A company may by writing under its common Arbitration soal agree to refer and may refer to arbitration, in accord- between ance with the provisions of the Railway Companies Arbi- companies tration Act, 1859, of the Imperial Parliament, any existing 1, 119, or future difference between itself and any other company
or person.
(2) Companies parties to the arbitration may delegate to the arbitrator power to settle any terms or to determine any marter capable of being lawfully settled or determined by the companies themselves, or by their directors or other managing body.
(3) All the provisions of die Railway Companies Arbi- tration Act, 1859, shall apply to arbitrations between companies and persons in pursuniec of this Ordinance; and in the construction of those provisions "the companies shall include companies under this Ordinues.
(4) For the purposes of the application of the said Act to this Ordinance, the words "the Board of Trade" there- in occurcing shall be read as meaning the Governor and the words "all the Superior Courts of Law and Equity in the United Kingdon according to their respective jurisdiction" and the words "aby of Hie Majesty's Superior Courts of Record at Westminster, or as the case may be at Dublin" shall be read as meaning the court.
Power to compromise.
and others.
tors acd
121-(1) Where a compromise or arrangement is pro- Power to posed between a company and its creditors or any class of compromise them, or between the company and its members or any with credi class of them, the court may, on the application in a sun- members. mary way of the company or of any creditor or member of fb. s. 120. the company or, in the ense of a company being wound up, of the liquidator, ceder a meeting of the creditors or class
of creditors or of the members of the company or class of members, as the case may be, to be summoned in such manner as the court directs.
(2) If a majority in number representing three-fourths in value of the creditora or class of creditors, or members or class of members, as the case may be, present either in person or by proxy at the meeting, agree to any com- promise or arrangement, the compromise or arrangement shail, if sanctioned by the court, be binding on all the creditors or the class of creditors, or on the members or class of members, as the ease may be, and also on the company or, in the case of a company in the course of being wound up, on the liquidates and contributories of the company.
(3) In this section the expression "company" means any company able to be wound up under this Ordinance.
Meaning of "Private Company,” 122.-(1) For the purposes of this Ordinance the ex- Meaning of pression "private company meaus a company which by "privatë
company." its articles-
Ib. s. 121.
(4) restricts the right to transfer its shares; and
434