284
285
for "fifty pounds"
Disclosure
66
-
in respect of which the accounts of the company have been made up the aggregate amount received in that year by way of remuneration or other emoluments by persons being directors of the company, whether as such directors or otherwise in connection with the management of the affairs of the company, and there shall, in respect of any such director who is--
B
(a) a director of any other company which is in relation to the first-mentioned company subsidiary company; or
(b) by virtue of the nomination, whether direct or indirect, of the company a director of any other company;
be included in the said aggregate amount any remuneration or other emoluments received by him for his own use whether as a director of. or otherwise in connection with the management of the affairs of, that other company :.
Provided that-
(3) a deround for a statement under this section shall be of no effect if the company within one month after the date on which the de- mand is made resolve that the statement shall not be furnished; and
(ii) it shall be sufficient to state the total aggre- gate of all sums paid to or other emoluments received by all the directors in each year without specifying the amount received by any individual.
(2) In computing for the purpose of this section the amount of any remuneration or emoluments received by any director, the amount actually received by him shall, if the company has paid on his behalf any sum by way of income tax (including super-tax and sur-tax) in respect of the remuneration or emolu- ments, be increased by the amount of the sum so paid.
(3) If any director fails to comply with the require- ments of this section, he shall be liable to a fine not exceeding five hundred dollars,
'emoluments'
(4) In this section the expression includes fees, percentages and other paynients 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,
148. (1) Subject to the provisions of this section,
by directors it shall be the duty of a director of a company who
of interest
in contracts. 19 & 20 Geo.
6. c. 23, J. 149.
is in any way, whether directly or indirectly, interest-
ed in a contract or proposed contract with the company to declare the nature of his interest at a meeting of the directors of the company.
(2) In the case of a proposed contract the declara- tion required by this section to be made by a director shall be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or, if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he became so interested, and, in a case where the director becomes interested in a contract after it is made, the said declaration shall be made at the first meeting of the directors held after the director becomes so interested.
(3) For the purpose of this section, a general notice given to the directors of a company by a director to the effect that he is a member of a specified company or firm and is to be regarded as interested in any
67
contract which may, after the date of the notice, be made with that company or firm shall be deemed to be a sufficient declaration of interest in relation to any contract so made.
(4) Any director who fails to comply with the pro- visions of this section shall be liable to a fine not exceeding one thousand dollars.
(5) Nothing in this section shall be taken to pre- judice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.
for "hundred pounds”
149. (1) It is hereby declared that it is not lawful Provision as in connection with the transfer of the whole or any to payments part of the undertaking or property of a company for received by
directors for any payment to be made to any director of the com- loss of office pany by way of compensation for loss of office, or or on retire- as consideration for or in connection with his retire- ment. ment from office, unless particulars with respect to 19 & 20 Geo.
5, c. 23, the proposed payment, including the amount thereof, s. 150. have been disclosed to the members of the company and the proposal approved by the company.
(2) Where a payment which is hereby declared to
be illegal is made to a director of the company, the amount received shall be deemed to have been received by him in trust for the company.
(8) Where a payment is to be made as aforesaid to a director of a company in connection with the transfer to any persons, as a result of an offer made to the general body of shareholders, of all or any of the shares in the company. it shall be the duty of that director to take all reasonable steps to secure that particulars with respect to the proposed pay- ment, including the amount thereof, shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders.
(4) If any such director fails to take reasonable steps as aforesaid, or if any person who has been properly required by any such director to include the said particulars in or send them with any such notice fails so to do, he shall be liable to a fine not exceed- ing two hundred and fifty dollars, and if the require- ments of the last foregoing subsection complied with in relation to any such payment as is mentioned in the said subsection, any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made.
are
not
(5) If in connection with any auch transfer 23 aforesaid the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any .such director, the excess or the money value of the consideration, as the case may be, shall, for the purposes of this section, be deemed to have been a pay- ment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office.
(6) Nothing in this section shall be taken to pre- judice the operation of any rule of law requiring disclosure to be made with respect to any such pay- ments as are mentioned in this section or with respect to any other like payments made or to be made to the directors of a company.
for "twenty-five pounds'