1974-HKRS28-16-22_Part05 — Page 58

Repeal of

sections 121

Lo 129 and substitution

of new sections 121

ta 1290.

12. Sections 121 to 129 of the principal Ordinance are repealed and the following new sections substituted therefor-

"Keeping

of books of account. 1948. 38.

1. 147.

121. (1) Every company shall cause to be kept proper books of account with respect to-

(a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the

company:

(c) the assets and liabilities of the company.

(2) For the purposes of subsection (1), proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept such books as are necessary to give a true and fair view of the state of the company's affairs and to explain its transactions.

(3) The books of account shall be kept at the registered office of the company or at such other place as the directors think fil, and shall at all times be open to inspection by the directors:

Provided that if books of account are kept at a place outside Hong Kong there shall be sent to, and kept at a place in, Hong Kong and be at all times open to inspection by the directors such accounts and returns with respect to the business dealt with in the books of account so kept as will disclose with reason. able accuracy the financial position of that business at intervals not exceeding six months and will enable to be prepared in accordance with this Ordinance the company's balance sheet, its profit and loss account or income and expenditure account, and алу

document annexed to any of those documents giving information which is required by this Ordinance and is thereby allowed to be so given.

(4) If any person being a director of a company fails to take all reasonable steps to secure compliance by the company with the requirements of this section. or has by his own wilful act been the cause of any default by the company thereunder, he shall, in respect of each offence, be liable on summary conviction to imprisonment for six months and to a fine of ten thousand dollars:

Profit and loss account and balance sheet. 1948. 38.

18.

Provided that-

9

(a) in any proceedings against a person in respect of an offence under this section con- sisting of a failure to take reasonable stops lo secure compliance by the company with the requirements of this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that those require- ments were complied with and was in a posi- tion to discharge that duty; and

(b) a person shall not be sentenced to imprison- ment for such an offence unless, in the opinion of the court dealing with the case. the offence was committed wilfully.

122. (1) The directors of every company shall at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year lay before the com- pany in general meeting a profit and loss account or. in the case of a company not trading for profit, an income and expenditure account for the period, in the case of the first account, since the incorporation of the company, and, in any other case, since the preced- ing account, made up to a date not earlier than the date of the meeting by more than nine months, or, in the case of a company carrying on business or having interests abroad, by more than twelve months:

Provided that the court, if for any special reason it thinks fit so to do, may, in the case of any com- pany, extend the period of eighteen months aforesaid, and in the case of any company and with respect to any year extend the periods of nine and twelve months aforesaid.

(2) The directors shall cause to be made out in every calendar year, and to be laid before the company in general meeting, a balance sheet as at the date to which the profit and loss account, or the income and expenditure account, as the case may be, is made up.

(3) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of this section be shall, in respect of each