CO129-537-11 Companies Ordinance 1932 2-12-1932 - 26-5-1934 — Page 217

264

for "lict"

265

Statutory

meeting and

statutory report.

19 & 20 Geo. 5, c. 23, a. 113.

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112.-(1) Every company limited by shares and every company limited by guarantee and having a share capital shall, within a period of not less than one month nor more than three months from the date at which the company is entitled to commence business, hold a general meeting of the members of the company, which shall be called "the statutory meeting."

(2) The directors shall, at least seven days before the day on which the meeting is held, forward a report (in this Ordinance referred to as "the statutory report to every member of the company.

(8) The statutory report shall be certified by not less than two directors of the company, or, where there are less than two directors, by the sole director and manager, and shall state--

(a) the total number of shares allotted, dia- tinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted;

(b) the total amount of cash received by the com- pany in respect of all the shares allotted, distinguished as aforesaid;

(c) an abstract of the receipts of the company and of the payments made thereout, up to a date within seven days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company;

(d) the names, addresses, and descriptions of the directors, auditors, if any, managers, if any, and secretary of the company; and

(e) the particulars of any contract, the modifica- tion of which is to be submitted to the meet- ing for its approval, together with the particulars of the modification or proposed modification.

(4) The statutory report shall, so far as it relates to the shares allotted by the company, and to the cash received in respect of such shares, and to the receipts and payments of the company on capital account, be certified as correct by the auditors, if any. of the company.

(5) The directors shall cause a copy of the statutory report, certified as required by this section, to be delivered to the registrar of companies for registration forthwith after the sending thereof to the members of the company.

(6) The directors shall cause a list showing the names, descriptions, and addresses of the members of the company, and the number of shares held by them respectively, to be produced at the commence- ment of the meeting, and to remain open and accessible to any member of the company during the continuance of the meeting.

(7) The members of the company present at the meeting shall be at liberty to discuss any matter relating to the formation of the company, or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the articles may be passed.

(8) The meeting may adjourn from time to time, and at any adjourned meeting any resolution of which notice has been given in accordance with the articles,

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either before or subsequently to the former meeting, may be passed, and the adjourned meeting shall have the same powers as an original meeting.

(9) In the event of any default in complying with the provisions of this section every director of the company who is guilty of or who knowingly and wilfully authorises or permits the default shall be liable to a fine not exceeding five hundred dollars.

(10) This section shall not apply to a private com- pany.

for "fifty pounds"

113. (1) The directors of a company, notwith- of extra-

on the Convening standing anything in its articles, shall,

ordinary requisition of members of the company holding at

general the date of the deposit of the requisition not less than meeting on one-tenth of such of the paid-up capital of the con- requisition. pany as at the date of the deposit carries the right 19 & 20 Geo, of voting at general meetings of the company, or, 5, c. 23,

in the case of a company not having a share capital, members of the company representing not less than one-tenth of the total voting rights of all the mem- bers having at the said date a right to vote at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the

company.

(2) The requisition must state the objects of the meeting, and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form, each signed by one or more requisitionists.

(3) If the directors do not within twenty-one days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisi- tionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date.

(4) A meeting convened under this section by the requisitionists shall be convened in the same manner. as nearly as possible, as that in which meetings are to be convened by directors,

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(5) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by the company, and any sum repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.

(6) For the purposes of this section, the directors shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by section one hundred and sixteen of this Ordinance.

s. 114.

for seventeen of the Act"

114. (1) The following provisions shall have effect Provisions in so far as the articles of the company do not make as to other provision in that behalf :—

meetings and votes.

5, c. 23,

(a) a meeting of a company, other than a meet- 19 & 20 Geo.

ing for the passing of a special resolution, mays. 115. be called by seven days' notice in writ. ing;