CO129-567-10 Companies Amendment Ordinance- draft bill 15-9-1938 - 28-9-1938 — Page 156

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Accounts

to contain

particulars

as to loans

to, and

remunera-

tion of,

directors, &o.

19 & 20 Geo. 5, c. 23,

s. 128.

Signing of balance sheet.

19 & 20 Geo.

5, c. 23,

■. 129.

54

127.—(1) The accounts which in pursuance of this Ordinance are to be laid before every company in general meeting shall, subject to the provisions of this section, contain particulars showing-

(a) the amount of any loans which during the period to which the accounts relate have been made either by the company or by any other person under a guarantee from or on a security provided by the company to any director or officer of the company, including any such loans which were repaid during the said period;

and

(b) the amount of any loans made in manner aforesaid to any director or officer at any time. before the period aforesaid and outstanding at the expiration thereof; and

(c) the total of the amount paid to the directors as remuneration for their services, inclusive of all fees, percentages, or other emoluments, paid to or receivable by them by or from the company or by or from any subsidiary com- pany.

(2) The provisions of subsection (1) of this section with respect to loans shall not apply-

(a) in the case of a company the ordinary business

of which includes the lending of money, to a loan made by the company in the ordinary course of its business: or

(b) to a loan made by the company to any employee of the company if the loan does not exceed twenty thousand dollars and is certified by the directors of the company to have been made in accordance with any practice adopted or about to be adopted by the company with respect to loans to its employees.

(3) The provisions of subsection (1) of this section with respect to the remuneration paid to directors shall not apply in relation to a managing director of the company, and in the case of any other director who holds any salaried employment or office in the company there shall not be required to be included in the said total amount any sums paid to him except sums paid by way of directors' fees.

(4) If in the case of any such accounts as aforesaid the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include ia their report on the balance sheet of the company, so far as they are reasonably able to do so, a statement giving the required particulars.

(5) In this section the expression "emoluments' includes fees, percentages and other payments made or consideration given, directly or indirectly, to a director as such, and the money value of any allow ances or perquisites belonging to his office.

128. (1) Every balance sheet of a company shall be signed on behalf of the board by two of the directore of the company, or, if there is only one director, by that director, and the auditors' report shall be attached to the balance sheet, and the report shall be read before the company in general meeting, and shall be open to inspection by any member.

(2) In the case of a banking company, the balance sheet must be signed by the secretary or manager, if any, and where there are more than three directors of the company by at least three of those directors, and where there are not more than three directors by ali the directors.

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(8) If any copy of a balance sheet which has not been signed as required by this section is issued, circulated, or published, or if any copy of a balance sheet is issued circulated, or published without having a copy of the auditors' report attached thereto, the company, and every director, manager, secretary, or other officer of the company who is knowingly a party to the default, shall on conviction be liable to a fine not exceeding five hundred dollars.

129. (1) In the case of a company not being a Right to private company-

receive

(a) a copy of every balance sheet, including every balance

copies of document required by law to be annexed sheets and thereto, which is to be laid before the company auditors' in general meeting, together with a copy of 19 & 20 Geo.

report. the auditors' report, shall, not less than seven 5, c. 23, days before the date of the meeting, be sent s. 130. to all persons entitled to receive notices of general meetings of the company:

(b) any member of the company, whether he is or is not entitled to have sent to him copies of of the company's balance sheets, and any holder of debentures of the company, shall be entitled to be furnished on demand without charge with a copy of the last balance sheet of the company, including every document required by law to be annexed thereto, together with a copy of the auditors' report on the balance sheet.

If default is made in complying with paragraph (a)

of this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding two hundred dollars, and if, where any person makes a deinand for a document with which he is by virtue of paragraph (b) of this subsection entitled to be furnished, default is made in complying with the demand within seven days after the making thereof, the company and every director, manager, secretary or other officer of the company who is knowingly a party to the default shall be liable to a fine not exceeding fifty dollars for every day during which the default continues, unless it is proved that that person has already made a demand for and been furnished with a copy of the document,

(2) In the case of a company being a private com pany, 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 the balance sheet and auditors' report at a charge not exceeding twenty-five cents for every hundred words.

If default is made in furnishing such a copy to any member who demands it and tenders to the company the amount of the proper charge therefor, the company and every officer of the company who is in default shall be liable to a default fine.

130. (1) Every company, being a limited banking Banking company or an insurance company or a deposit, and certain provident, or benefit society, shall, before it com. other com- mences business, and also on the first Monday in publish

panies to February and the first Tuesday in August in every periodical year during which it carries on business, make a statement. statement in the English language in the form set 19 & 20 Geo. out in the Seventh Schedule to this Ordinance, or 5, c. 23,

as near thereto as circumstances admit.

(2) A copy of the statement shall be put up in a conspicuous place in the registered office of the com- pany, and in every branch office or place where the business of the company is carried on.

(8) Every member and every creditor of the com. pany shall be entitled to a copy of the statement, on payment of a sum not exceeding twenty five cents.

s. 131.

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