272
273
for Act
do.
do
Meaning of subsidiary company.
19 & 20 Geo.
5, c. 23,
s. 127.
54
(b) losses of à subsidiary company
have veen
takon into account by the directors of the holding company in arriving at the profits and losses of the holding company as disclosed in accounts:
Provided that it shall not be necessary to specify mn any such statement the actual amount of the profits or losses of any subsidiary company, or the actual amount of any part of any such profits or losses hich has been dealt with in any particular manner.
(2) If in the case of a subsidiary company the auditors' report on the balance sheet of the company does not state without qualification that the auditors have obtained all the information and explanations they have required and that the balance sheet 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 books of the company, the statement which is to be annexed as aforesaid to the balance sheet of the holding company shall contain particulars of the manner in which the report is qualified.
(8) For the purposes of this section, the profits or losses of a subsidiary company mean the profits or losses shown in any accounts of the subsidiary com- pany made up to a date within the period to which the accounts of the holding company relate, or, if there are no sucli accounts of the subsidiary company available at the time when the accounts of the holding company are made up, the profits or losses shown in the last previous accounts of the subsidiary company which became available within that period.
(4) If for any reason the directors of the holding company are unable to obtain such information as is necessary for the preparation of the statement afore- said, the directors who sign the balance sheet shall so report in writing and their report shall be annexed to the balance sheet in lieu of the statement.
126.--(1) Where the assets of a company consist in whole or in part of shares in another company, whether held directly or through a nominee and whether that other company is a company within the meaning of this Ordinance or not, and
(a) the amount of the shares so held is at the time when the accounts of the holding com. pany are made up more than fifty per cent of the issued share capital of that other company or such as to entitle the company to more than fifty per cent of the voting power in that other company; or
(b) the company has power (not being power vested in it by virtue only of the provisions of a debenture trust deed or by virtue of shares issued to it for the purpose in pursuance of those provisions) directly or indirectly to appoint the majority of the directors of that other company,
that other company shall be deemed to be a subsidiary company within the meaning of this Ordinance, and the expression "subsidiary company" in this Ordinance means a company in the case of which the conditions of this section are satified.
(2) Where a company the ordinary business of which includes the lending of money holds shares in another company as security only, no account shall for the purpose of determining under this section whether that other company is a subsidiary company be taken of the shares so held.
55
127. (1) The accounts which in pursuance of this Accounta Ordinance are to be laid before every company in to contain general meeting shall, subject to the provisions of this particulars section, contain particulars showing-
as to loans to, and (a) the amount of any loans which during the remunera-
period to which the accounts relate have been tion of,
directors, made either by the company or by any other &c. person under a guarantee from or on a security 19 & 20 Geo. provided by the company to any director or 5, c. 23, officer of the company, including any such 4. 128. loans which were repaid during the said period: and
(b) the amount of any loans made in manner aforesaid to any director or officer at any time before the period aforesaid and outstanding at the expiration thereof; and
(a) the total of the amount paid to the directors as remuneration for their services, inclusive of all fees, percentages, or other emoluments, paid to or receivable by them by or from the company or by or from any subsidiary com- pany.
(2) The provisions of subsection (1) of this section with respect to loans shall not apply-
(a) in the case of a company the ordinary business of which includes the lending of money, to a loan made by the company in the ordinary course of its business; or
(b) to a loan made by the company to any employee of the company if the loan does not exceed twenty thousand dollars and is certified by the directors of the company to have been made in accordance with any practice adopted or about to be adopted by the company with respect to loans to its employees.
(3) The provisions of subsection (1) of this section with respect to the remuneration paid to directors shail not apply in relation to a managing director of the company, and in the case of any other director who holds any salaried employment or office in the company there shall not be required to be included in the said total amount any sums paid to him except sums paid by way of directors' fees.
(4) If in the case of any such accounts as aforesaid the requirements of this section are not complied with. it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report on the balance sheet of the company, so far as they are reasonably able to do so, a statement giving the required particulars.
"emoluments"
(5) In this section the expression includes fees, percentages and other payments made or consideration given, directly or indirectly, to a director as such, and the money value of any allow ances or perquisites belonging to his office.
for "Act"
for "two thousand pound's
128. (1) Every balance sheet of a company shall Sigmag of
be signed on behalf of the board by two of the director balance
of the company, or, if there is only one director, by sheet. that director, and the auditors' report shall be attached 19 & 20 Geo.
5, c. 23, to the balance sheet, and the report shall be read s.129. before the company in general meeting, and shall be open to inspection by any member.
(2) In the case of a banking company, the balance sheet must be signed by the secretary or manager, if any, and where there are more than three directors of the company by at least three of those directors, and where there are not more than three directors by al the directors.
reference to 1849
omitted