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111(1) A company may by special resolution appoint. Power of inspectors to investigate its attire.
company to appoint (2) Inspectors so appointed shall have the same powers inspectors. and duties as inspectors appointed by the [Governor], except 8 Edw. 7 c.
69 6. 110. that, instead of reporting to the [Governor], they shall report in such manner and to such persons is the company in general mesting may direct.
(3) Offleers and agents of the company shall incur the like penalties in case of refusal to produce any book or docminent required to be produced to inspectors so up- pointed, or to answer any question, as they would have incurred if the inspectors had been appointed by the [Governor].
112. A copy of the report of any inspectors appointed Report of under this Ordinance, anthenticated by the seal of the inspectors to company whose affairs they have investigated, shall be be evidence. admissible in any legal proceeding as evidence of the opinion of the inspectors in velution to any matter contained in the report.
Jb, s. 111.
113.-(1) Every company shall at each uunual general appoint meeting appoint an auditor or auditors to hold office until ment and the next anmal general meeting.
remunera-
tion of
(2) If an appointment of auditors is not made at an auditors. sanual general meeting, the [Governor] may, on the applica- fb. s. 112. or auditors tion of any member of the company, appoint an auditor] of the company for the current year, and fix the remuneration to be paid to him [ ] by the company for bis services.
or them
or the part- ner of em- ployer of such direc-
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(3) A director or officer of the company shall not be eapable of being appointed auditor of the company.
(4) A person, other than a retiring auditor, shall not be capable of being appointed auditor at an annual goveral meeting miless notice of an intention to nominate that person to the office of anditor has been given by a share- holder to the company not less than fourteen days before the annual general meeting, and the company shall send a such person copy of any such notice to [] and to the retiring auditor, nnil shall give notice thereof to the shareholders, either by advertisement or in any other mode allowed by the articles, not less than seven days before the annual general meeting: Provided that if, after a notice of the intention to nomi- nate an auditor has been so given, an numai general meot- ing is cailed for a date fourteen days or less after that notice has been given, the uotice, though,not given within the time required by this provision, shall be deemed u have leen properly given for the purposes thereof, and the notice to be sent or given by the company may, instead of being sent or given within the time required by this provi- sion, be sent or given at the same time as the notice of the annual general meeting.
(5) The first muditors of the company may be appointed by the directors before the statutory meeting, and if so appointed shall hold office muri the fiear annual general meeting, unless previously removed by a resolution of the shareholders in general meeting, in which case the abure- holders at that meeting my appoint auditors,
(6) The directors may fill any casual vacancy in the office of auditor, imt while any such vacancy continues the surviving or continuing auditor or auditors, if any, way set, (7) The remaneration of the auditors of a company shall be fixed by the company in general meeting, except that the remuneration of my auditors appointed before the statutory meeting, or to fill any casual vacancy, may he fixed by the directors,
114.-(1) Every auditor of a company shall have a right towers and of arress at all times to the books and accounts and vouchers duries af of the company, art shall be entitled to require from the auditors, directors and officers of the company such information and 8 Edw. 7 e. explanation as may be necessary for the performance of the duvies of the auditors,
(2) The auditors shall make a report to the shareholders on the accounts examined by them, aud on every balance sheet laid before the company in general meeting during their tenure of office, and the report shall state---
BY s. 113.
45
() whether or not they have obtained all the inform-
ation and explanations they have required;
and
(4) whether, in their opinion, the balance sheer referred to in the report is properly drawn up so as to exhibit a true aud correct view of the srate of the company's affairs according to the best of their information and the explanations give to them, and as shown by the books of the company.
(3) The balance sheer shall be signed on behalf of the board by two of the directors of the company, or if there is only one director, by that director, and the auditors' report shall be attached to the balance sheet, or there shall be inserted at the foot of the balance sheet n reference to the report, and the report shall be read before the company in general meeting, and shall be open to inspection by any slarebokter.
Any shareholder shall be entitled to be furnished with a copy of the balance sheet and auditors' report at a charge not exceeding twenty-five cents for every hundred words.
(4) If any copy of a balance sheet which has not been signet as required by this section is issued, elculated, or published, or if any copy of a balance sheet is issued, vir- enlatest, or published without either having a copy of the auditors' report attached thereto or containing such reference to that report as is required by this section, the company, and every director, manager, secretary, or other officer of the company who is knowingly a party to the default, shall on ecuriction be liable to a fiue not exceeding five hundred dollars.
(5) In the case of a banking company →
(a) if the company has branch bauks beyond the limits of the Colony it shall be sufficient if the auditor is allowed access to such copies of and extracts from the books and accounts of any such branch as have been transmitted to the office of the company in the Colony; and (b) the balance sheet must be signed by the secre- tory or numager (if any), and where there are mote the three directors of the company by at least three of those directors, and where there are not mere then three directors by all the directors.
lights of preference of a company shall have de samo right to receive and shareholders, inspect the balance sheets of the company and the reports of the auditors and other reports as is possessed by the
115.-(1) Holders of preference shares and debentures
&c. as to receipt and
inspection of bolders of ordinary shares in the company.
(2) This section shall not apply to a
reports, &c.
8 Edw. 7 c.
69 8. 114.
Prohibition
of carrying
business
with fewer
than seven
or, in the
case of a
private com pany, two members. Ib. s. 115.
Servine of doenitents
on company
Ib. 8. lic,
Authenticn- tion of
documents.
ib. s. 117.
private company,
nor to a company registered before the date of the coming into operation of this Ordimuce.
Carrying on Business with less than the legal Minimum of Members.
116. If at any time the number of members of a com- pany is reduced, in the case of a private company, below two, or, in the case of any other company, below seven, and it carries on business for more than six months while the number is so reduced, every person who is a member of the company during the time that it so carries ou business after those six months, and is cognisant of the fact that it is carrying on business with fewer than two members, or seven miembers, &as the case may be, shall be severally liable for the payment of the whole debts of the company con- tracted during that time, and may be sued for the same, without joinder in the action of any other member.
Service and Authentication of Documents.
117. A document may be served on a company by leav ing it at or sending it by registered post to the registered office of the company.
118. A document or proceeding requiring authentica- tion by a company may be signed by a director, secretary, or other authorised officer of the company, and need not be under its common seal.
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