1974-HKRS28-16-22_Part06 — Page 7

TEH Schedule.

Directors'

report to show, for frems included under authority of proviso to section 141C correspond- jog amounts for preceding financial year.

Penalization of failure by directors to secura compliance with require-

ments of sections 129D and 1298.

1967 c. 81.

* 2.

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by its members, being matters the disclo- sure of which will not, in the opinion of the directors, be harmful to the business of the company or of any of its subsidiaries.

(4) As respects a company entitled to the bene- fit of any provision contained in Part III (exceptions for special classes of company) of the Tenth Schedule, subsection (3) shall have effect as if paragraph ( were omitted.

(5) For the purposes of paragraphs (d) and (e) of subsection (3), "wholly owned subsidiary" shall be construed in accordance with section 124(4).

(6) The references in paragraph () of subsec- tion (3) to a contract do not include references to a director's contract of service or to a contract between the company and another body corporate, being a contract in which a director of the company has or had an interest by virtue only of his being a director of that other body.

129E. Where advantage is taken of the proviso to section 141C to show an item in the directors" report instead of in the accounts, the report shall also show the corresponding amount of that item for (or, as the case may require, as at the end of the immediately preceding financial year, except where that amount would not have had to be shown had the item been shown in the accounts.

129F. If any person being a director of a company fails to take all reasonable steps to secure compliance with the requirements of sections 129D and 129E, he shall, in respect of each offence, be liable on summary conviction to a fine of ten thousand dollars and to imprisonment for six months:

Provided that-

(a) in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe, and did be-

Right to receive copies of balance sheets and directors'

and auditor' reports, 1948 c. 38. B. 158.

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lieve, that a competent and reliable person was charged with the duty of secing that the said sections were complied with and was in a position to discharge that duly; and (6) a person shall not be sentenced to imprison- ment for any such offence unless, in the opinion of the court dealing with the case. the offence was committed wilfully.

129G. (1) A copy of every balance sheet, includ- ing every document required by law to be annexed thereto, which is to be laid before a company in general meeting, together with a copy of the directors" report and a copy of the auditors' report, shall, not Jess than fourteen days before the date of the meeting, be sent to every member of the company (whether be is or is not entitled to receive notices of general meetings of the company), every holder of debentures of the company (whether he is or is not so entitled) and all persons other than members or holders of debentures of the company, being persons so entitled:

Provided that--

(a) in the case of a company not having a share capital this subsection shall not require the sending of a copy of the documents afore- said to a member of the company who is not entitled to receive notices of general meetings of the company or to a holder of debentures of the company who is not so entitled:

(b) this subsection shall not require a copy of

those documents to be sent-

(i) to a member of the company or a holder of debentures of the company, being in either case a person who is not entitled to receive notices of general meetings of the company and of whose address the company is unaware;

(i) to more than one of the joint holders of any shares or debentures none of whom are entitled to receive such notices; or

(ii) in the case of joint holders of any shares or debentures some of whom are and

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