1919-12-30 — Page 8

THE DUTIES OF CHINA COMPANIES

NECESSITY FOR LEGAL ADVICE.

strong warning was given on Dec. is in the Shanghai Supreme Court. by his Honour,,Judge Sir| Havilland de Saumarez, and the

Mr. Ward: Well, the companies" legislation is of a fairly recent date in China

His Lordship: Eight years..

THE CHINA MAIL.

asking your Lordship to fine this com pany, but I do take this opportunity of bringing this to your Lordship's) notice and to ask you to warn com

MANCHESTER WEEKLY MARKET REPOR".

Messrs. James F. Huron & Co..

“TICH" OF "VANITY FAIR

Mr. Ward: Yes, eight years. I panics. They can come to the Rei Lid. Manchester, report on Nov. 19; | OPENING SATURDAY NEXT'AT

These gentlemen live on Shameen.' that was the beginning of it by a very His Lordship: But I don't think long way.

Mr. Ward: I only knew what have been told.

companies registered in Hongkong His Lordship: There have been or a very long time. Perhaps the learned Crown Advocate can tell us how long,

Mr. Wilkinson: Since '67. my Lord.

Crown Advocate. Mr. H. P. Wilkin sor... to China Companies, drawing attention as the fact that a number of them have not yet complied with all the duties laid upon them by law. The matter was brought up in con- nection with a motion made by Mr. Mr. Ward went on to say that the F. Lipson Ward on behart of Nasser Court had power to grant relief where wan Bomanjee Kafanjia and Arthurat omission was caused through in Vivian Hogg. directors of Hogg, advertence and both the Courts at Karunia & Co. Ltd., for an order home and here had held that inadvers- that they having failed through in-ence might be ignorance of the law. advertence to file with the Registrar His Lordship: If these people do of Companies at Shanghai any return

not cure their ignorance by taking ad of allotments of shares in compliance vice from people who ought to know, with the provisions of Section 90 it) you cannot say it is inadvertence. of the Companies" Ordinance. 1911. Mr. Ward said he could not say be at liberty within 21 days of the whether his clients went to anybody hearing hereof to Ale proper returns for advice, but having regard to the e such allotments with the said Re- fact that the prospectus had been fled gistrar, and for an order that they and and the preliminary steps laid down by each of them may have refiet from the the Companies Ordinance had been penalties prescribed by sub-section 3 complied with, he thought it likely of the said section, "".

Mr. Wilkinson, Crown Ad. He did not wish to say anything about that they did go to a legal practitioner. vocate. appeared for the Registrar of the legal practitioners in Hongkong; Companies.

he did not think he ought to, but with regard to the later stages either his clients did not go to a legal adviser, or their legal adviser did not take the

alr. Ward, in support of the motion, said that until # few moments pre- viously, he was under the impression

necessary steps.

gistrar, see their records and put these things right.".

His Lordship, in giving judgment said: Fam, prepared to grant the company liberty to Rie the proper return of shareholders within 21 days

of the motion before me, of this date. That is the first part

What has been said to me by coun set in this matter shows that there is certainly in this case, and, from what the teamed Crown Advocate on be- hall of the Registrar of Compania has sald. in other cases, a famtentable want of knowledge of the provisions of the Companies" Ordinance.

Now, one does not expect ordinary business men to know the whole of the con- tents of a long ordinance such as this, but they have the remedy in their own hands. They can consult their tegal advisers. If they choose to go. on without taking legal advice, it seems to me that it must become more and more difficult for the Court to say that these things are done inadvert ently. I is a serious matter to fail in, your duty towards the Registrar of Companies and I can assure future applicants the Court is not going to Ordinance as though they were things treat the provisions of the Companies" of small matter,

In a country like China where our

During the past week the stained money situation has obscured all other factors and a severe break has taken place in American Cotton psites. It would appear that speculative interests. have been taking too great a part in the inution of commodity prices and the deliberate action of American Bankers in suddenly curtailing loans, forced un immediate realisation of these speculative holdings. Liquida- tion of dotion was extremely heavy. and with an entire absence of buying New York prices fel! 200 points on the 12th inst

greater was apparently owing to pre- sent trading regulations, limiting any variation in one day to, this amant for at the close of the day holders were still, anxious to se The nur ket has since been very unsettle there was a slight recovery, but yes- terday the unsettled financial oudock again caused selling, and a further heavy full,

That the lali was no

This does not apply to the finer able to get some very slight reduction.

The shong has of course been reflected in Liverpool conten hut the effect on yarn and cloth prices rates. has been negligible. In some few cases only. buyers of vaen have been

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THE THEATRE ROYAL ..

THE FINAL FARKWELL SEASON IN HONGKONG.

A man of varied experience is Mr. Geirge Titchener-"Tich "for short. the Moore and Burgess Minstrela- He began stage life as a choir boy in

his lips red, and his hair curly. We collar as white as his face was black,

one of tho e dear little fellows with a

companies have to be submitted to prices dearer. With the exception of

counts. however, where the scarcity wonder how many times he has of suitable cotton continues to make very particular legislation such as is these instances, yarn and cloth prices"Say Massa Johnson, can you tell me contained in the China Companies are unaffected producers being in why cows cry?" After five years heard the corcer man" remark that this was the only "crime which

It was a two-man Order in Council, it should be quite such a position that they absolutely with the Keith Prouse Concert the company had committed, and he company. In fact no one had becaevident that an adherence to their duty rule the situation. might say that his interest in the mat- prejudiced at all by the omission. He is more necessary than it is in other their engagements is indeed remark party, he went on the legitimate ter only commenced when he received agreed there had been a breach of the places.

The weight of instructions from Hongkong referring provisions of the Companies Ordin- the British authorities, the British in further transactions has been more at the Haymarket playing famous It is necessary in order that table and the unwillingness to engage stage. He was with H. B. Maltby to that particular application. Neither ance, but one which had been the Government. in so far as it is open emphasized. he nor his firm had anything to do result of ignorance on the part ofte do so, should be in a position to be brisk but is perhaps not on so with the formation of the company and those two gentlemen. Pessibly that protect trade, that these provisions are heavy a scale as past recent weeks.

Enquiry continues to parts in " David Garrick "("Brown") nothing to do with it except in refer was the only reason why they were made to ensure the bona fules of At the same time a great deal of busi-

"Caste" (Sam Gerridge" and "Still ence to this motion

Counsel then read an affdavit in hands of their legal advisers and let ness in China as China companies. would have been even more extensive, Wilkins in one of the productions of lax in putting the matter fully in the British companies carrying on business has again been "dons, and this

Waters Run Deep" and other well- known plays. He has served his time, support of the motion, made by Mr.ting them do it. Certainly the case 1 have said this because it seems to Karanja, which was to the following was not so had as that of the Han- me that the public generally should be stumbling block. This is. however

too, at musical comedy, having been if delivery time were not so great a effect-The company in question was

kow Press Packing Co. In that case careful to fulfil their duties under the proving the greater difficulty at pre- a number of gentlemen concerned in ordinance. Most of the business of sent in arranging business, and the

a private and China company of which

directors. It was incorporated on May 14, 1917, on which day the company proceeded to allotment, when 24 shares, cach of $1,000 were allotted. The silotment of these

he and Mr. Hogg were the two sole were in Shanghai, which he might the world--or a very large part of it few makers who are able to deliver almost say bristled with lawyers-is carried on by limited companies, in February/March of next year com They commited a very very serious and, that being so, it limited command their own prices. Cabling de breach of the Companies Ordinance panies are to have the encouragement lays are still a source of difficulty to and got relief..

and support which their trade de- Merchants and the cause of this has and they cannot eternally come to Postmaster-Général who attributes it mands, they have duties to perform been the subject of a statement by the Court and say they did not know the to the large increase-of-telegrams as

compared with pre-war traffic.

very much with what Mr. Ward had Mr. Wilkinson said he sympathized said, but from the file, a précis of which he would hand in a document provisions of the law. prepared by, Mr. Major with great In this particular case there has. deserved great credit-all the items omissions and they are undoubtedly care and diligence and for which he been called to my notice certain other marked with a red cross showed docu-sericus. They are supported at the ments which had not been sent in. One very serious omission, was the annual list of members and the sum- mary for 1917, 1918 and 1919, and the return of further allotments.

shares was never entered in the re- gister of shareholders as very shortly afterwards an increase of capital and change in the name of the company was contemplated, and this was sub! sequently efected. At the time when the new shares were allotted: it was arranged between deponent and Mr. Hogg they being the only sharehold ers, that the shares to be allotted should be partly in lieu of the 24 shares already allotted, and the "rame of the company having been changed he and Mr. Hogg considered, though they had since been advised that they were in error, that the scrip for the 24 original shares were worthless and by mutual consent they were destroy- Mr. Wilkinson contin patina. Holly 12 he was there was a great deal to be

he received

omissions is the list of directors, be

His Lordship: One of the worst cause the right to be treated as a China Company at all depends upon the nationality of the directors.

allotted by the said with regard to inadvertence, it company and a return of this allotment was the duty of the Registrar to in- also was nor filed with the Registrar struct him to bring before the notice of Companies.

On June 21, 1919.

o, the Court these other craissions. because this was not the only com- netice from the Relistrar that the pany against which a black list of this ren of aliorments had not Aled but previous i the receipt of tunate thing that these companies did thar notice bath he and Mr. Hogg, tofrot take the suggestions of the Regis- the best of his knowledge, information trar as to what might be done. bad belief, were completely ignorant seemed to him that notices were sent

been sort might be put. It was an unfor

It

of the provisions of Section 00 (1) of to secretaries of companies which the Companies' Ordinance, Hongkong, were never passed on to their legal 1011, and were not aware that it was advisers. necessary to file a return of allotments with the Registrar.

On receipt of the notice instruc- tions were given to Messrs. Johnson. Stokes, and Master, solicitors of Hong kong, to take the necessary steps to make application to that Court for E relief.

Counsel produced a letter from which he said showed that as long! Messrs. Johnson. Stokes and Master ago as May of this year the Registrar had to write to ascertain from what place the company was controlled.

His Lordship read the letter and The enty shareholders in the com- affairs.

said it somewhat altered the state of pany were himself and Mr. Hogg and place from which the operations of The letter stated that the to the best of his knowledge, informa-the company were controlled tion, and belief, no one had been pre- Hongkong and not Cantor and, there judiced by failure to file such returns. fore, it ceased to be a China Com

Counsel said that these two gentle-pany.

Emen decided to form a private Chias

was

Mr. Wilkinson agreed and said

Hongkong the file of a company in applicants and this was an application so bad a state as was that of the to put that matter right.

Company in which they were the only that the Registrar took up the posi shareholders. and directors, but they tion that he could not send down to did not take the prudent step of going to people who knew what was neces- sary to be done in order properly to form the Company, and, he thought, Er would he an excellent direction for the Court in give to the world at large kad ose to which the legal profes- wald certainly raise no objec- Kion, that these people when they de- cided to form companies in China should go to people who know about These things and could, direct them.'

His Lordship: 1 people choose * go on, supported by their own ignor fice, they must submit to the con- séquences.

seemed to him that the decision of His Lordship remarked that it the Registrar was right.

one company, and a private compary, Mr. Wilkinson: This is merely hut, there are, other companies, I am. instructed to say, which are running the same risks. The Registrar would large penalty-the penalties. run in be loath to instruct me to ask for a an enormous amount. These com. panies are not helping us. I am not

IF

penalties prescribed by sub-section, 3 of the said section. be adjourned. the Crown Advocate. No proceedings they have done all that is necessary present moment by the statement of find that one month from hence.

is quite suficient for the present pur- prepared to consider the rest of this are being taken on them and so that to put themselves in order I shall be pose. The proper way in which to motion. deal with those provisions is, I think.

His Lordship after some little disr

to adjourn the second part of the sum-cussion extended the time to six weeks mons. namely, the request that the in which the applicants could rectify two directors have relief from the matters.

THE PROFITEERS

"Now, Tony, you're a very nice boy, but you must not flirt with me."

EXTRA SELECTED

FANNIE WARD

PHOTOPLAY

FANNIE WARD IN

"THE PROFITEERS'

AN AFTER THE

WAR

DRAMA

comedies. How Mr. Titchener has Merrie England" and other-musical

.complished comedias and while he developed the various sides of his art can sing and dance there are also can now be seen. He is an ac

plenty of proofs of dramatic training.

his earlier

change of programme-will-be given only of Vanity Fair and a complete There will be four performances

each night. The opening night is

open at Moutrie's..... Saturday next. Three further per formances on Thursday, Friday and Saturday of next week-Plan now

BILIOUS HEADACHE.

Purs. Take Comb raina fablets. you wit soon be as wel 85 ever. LE that is nerd is to correct the bilousness and tho hrdach: dis

For sale by all. Chemists and Sto o keepers.*-

VICTORIA

THEATRE.

PATHE PRESENTS

FANNIE WARD

THE FAMOUS EMOTIONAL SCREEN STAR

IN AN AFTER-THE-WAR DRAMA

THE

PROFITEERS"

EXTRA SELECTED PHOTO-PLAY

in fi e thrilling Acts.

VICTORIA

THEATRE. Enjoyment and Comfort.

TUESDAY, DECEMBER 30, 1919-

NOTICES.

Flannel Shirts

with collars to match. -

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16 Des Voeux Road.

Telephone 29,

WHITEAWAYS

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3 DAYS ONLY

29th 30th and 31st December.

-COME EARLY,

"

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