CO129-537-11 Companies Ordinance 1932 2-12-1932 - 26-5-1934 — Page 220

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268

269

for "shilling"

for "twenty-five of the Act"

for two pounds"

for "one found"

for "Act"

Resolutions passed at

adjourned meetings.

19 & 20 Geo. 5, c. 23,

s. 119.

directors.

50

(3) Where articles have not been registered, a printed copy of every such resolution or agreement shall be forwarded to any member at his request, on payment of one dollar or such less sum as the com- pany may direct,

(4) This section shall apply to—

(a) Special resolutions;

(b) Extraordinary resolutions;

(c) Resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless, as the case may be, they had been passed as special resolutions vr as extraordinary resolutions;

(d) Resolutions or agreements which have been agreed to by all the members of some class of shareholders, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in particular manner, and all resolutions agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members;

some

or

(e) Resolutions requiring a company to be wound up voluntarily, passed under paragraph (a) of subsection (1) of section two hundred and fourteen of this Ordinance.

(5) If a company fails to comply with subsection 1) of this section, the company and every officer of the company who is in default shall be liable to a default fine of twenty dollars.

(6) If a company fails to comply with subsection (2) or subsection (3) of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding ten dollars for each copy in respect of which default is made.

(7) For the purposes of the last two foregoing sub- sections, a liquidator of the company shall be deemed to be an officer of the company.

118. Where after the commencement of this Ordinance a resolution is passed at an adjourned meet- ing of

(a) a company;

(b) the holders of any class of shares in a com-

pany;

(c) the directors of a company;

the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.

Minutes of

119.—(1) Every company shall cause minutes of proceedings all proceedings of general meetings, and where there of meetings and

are directors or managers, of all proceedings at meet- ings of its directors or of its managers, to be entered in books kept for that purpose.

19 & 20 Geo.

5, c. 23,

(2) Any such minute if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

3. 120.

51

(3) Where minutes have been made in accordance with the provisions of this section of the proceedings at any general meeting of the company or meeting of directors or managers, then, until the contrary is proved, the meeting shall be deemed to have been duly held and convened, and all proceedings bad thereat to have been duly had, and all appointments of directors, managers, or liquidators, shall be deemed to be valid.

books.

120. (1) The books containing the minutes of Inspection proceedings of any general meeting of a company beld of minute after the commencement of this Ordinance shall be 19 & 20 Geo. kept at the registered office of the company, and shall 5, c. 23, during business hours (subject to such reasonable . 121. restrictions as the company may by its articles or in general meeting impose, so that no less than two hours in each day be allowed for inspection) be open to the inspection of any member without charge.

(2) Any member shall be entitled to be furnished. within seven days after he has made a request in that behalf to the company, with a copy of any such minutes as aforesaid at a charge not exceeding twenty- five cents for every hundred words,

(3) If any inspection required under this section is refused or if any copy required under this section is not sent within the proper time, the company and every officer of the company who is in default shall be liable in respect of each offence to a fine not exceeding twenty dollars and further to a default fine of twenty dollars,

(4) In the case of any such refusal or default, the court may by order compel an immediate inspection of the books in respect of all proceedings of general meetings or direct that the copies required shall be sent to the persons requiring them.

Accounts and Audit.

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

books of account.

(a) all sums of money received and expended by 19 & 20 Geo. the company and the matters in respect of 5, c. 23, which the receipt and expenditure takes place; s. 122.

(b) all sales and purchases of goods by the com-

pany;

(c) the assets and liabilities of the company, And for this purpose every company shall cause to

be kept the following books, namely:--

(i) A cash book or books which shall contain a full and complete record of all sums of money paid to the company or to any agent of the company and of all sums of money expended by the company or by any agent of the com- pany and of the matters in respect of which such receipt and expenditure take place;

Provided that, if such book or books are kept in a language other than English, there shall also be kept in the English language a book which shall contain a daily summary of

all the receipts which are recorded in the cash book or books. There shall be set out in such summary under appropriate heads the daily totals of receipts and payments in such & manner as to show clearly their respective Bources and the accounts in respect of which they are made, and full particulars shall be given in respect of all receipts and payments on account of capital and of all payments made to directors of the company. The entries in such book shall in every case be made at a date not later than one month from the date under which the transactions of which they are a record are entered in the cash book or books.

for "Act"

for sixpence

for two pounds

do.

Sea No,58 of 1911, S. YY,

Page 220Page 221

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