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Auditors' report and auditors' right of
access to
books and right to
attend
general
meetings.
19 & 20 Geo.
5, c. 23,
5. 134.
Investiga.
tion of
affairs of
company by
inspectors. 19 & 20 Gen
5, c. 23,
s. 135.
58
(2) Nothing in this section shall disqualify a body corporate from acting as auditor of a company if acting under an appointment made before the day on which this Ordinance comes into operation, but subject as aforesaid any body corporate which acts as auditor of a company shall be liable to a fine not exceeding one thousand dollars.
133.-(1) The auditors shall make a report to the members on the accounts examined by them, and on every balance sheet laid before the company in general meeting during their tenure of office, and the report shall state-
(a) whether or not they have obtained all the in- formation and explanations they have required; ind
(b) whether, in their opinion, the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the company's affairs according to the best of their information and the explana- tions given to them, and as shown by the books of the company.
(2) Every auditor of a company shall have a right of access at all times to the books and accounts and vouchers of the company, and shall be entitled to require from the directors and officers of the company such information and explanation as may be necessary for the performance of the duties of the auditors:
Provided that, in the case of a banking company which has branch banks beyond the limits of the Colony (or, in the case of a China company, if the company has branch banks beyond the limits of the consular district wherein such company has its registered office), it shall be sufficient if the auditor is allowed access to such copies and extracts from such books and accounts of any such branch as have been transmitted to the head office of the company in the Colony (or in the case of a China company, to the registered office of the company within the limits of the China Orders in Council).
(3) The auditors of a company shall be entitled to attend any general meeting of the company at which any accounts which have been examined or reported on by them are to be laid before the company and to make any statement or explanation they desire with respect to the accounts.
Inspection.
or more
134. (1) The court may appoint one competent inspectors to investigate the affairs of a company and to report thereon in such manner as they direct-
(a) In the case of a banking company having
share capital, on the application of members holding not less than one-third of the shares issued:
(b) In the case of any other company having & share capital, on the application of members holding not less than one-tenth of the shares issued:
(c) In the case of a company not having a share capital, on the application of not less than one- fifth in number of the persons on the com- pany's register of members.
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(2) The application shall be supported by such evidence as the Court may require for the purpose of showing that the applicants have good reason for, and are not actuated by malicious motives in, requiring the investigation, and the Court may, before appointing an inspector, require the applicants to give security, to an amount not exceeding one thousand dollars, for payment of the costs of the inquiry.
(3) It shall be the duty of all officers and agents of the company to produce to the inspectors all books and documents in their custody or power.
(4) An inspector may examine on oath the officers and agents of the company in relation to its business, and may administer an oath accordingly.
(5) If any officer or agent of the company refuses to produce to the inspectors any book or document which it is his duty under this section so to produce, or refuses to answer any question which is put to him by the inspectors with respect to the affairs of the company, the inspectors may certify the refusal under their hand to the court, and the court may thereupon enquire into the case, and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement which may be offered in defence, punish the offender in like manner as if he had been guilty of contempt of the court.
(6) On the conclusion of the investigation the inspectors shall report their opinion to the court which shall direct that a copy of the report be forwarded to the registered office of the company. A further copy shall, at the request of the applicants for the investigation, be delivered to them.
The report shall be written or printed, as the court
may direct
135. (1) It from any report made under the last Proceedings foregoing section it appears to the court that any un report by person has been guilty of any offence in relation to inspectors. the company for which he is eriminally liable, the 19 & 20 Geo.
5, c. 23, court may direct that the matter shall be referred to, 136. the Attorney General.
(2) If where any matter is referred to the Attorney General under this section he considers that the case
is one in which a prosecution ought to be instituted and, further, that it is desirable in the public interest that the proceedings in the prosecution should be conducted by him, he shall institute proceedings accordingly, and it shall be the duty of all officers and agents of the company, past and present (other than the defendant in the proceedings), to give to him all assistance in connection with the prosecution which they are reasonably able to give.
For the purposes of this subsection, the expression "agents" in relation to a company shall be deemed to include the bankers and solicitors of the company and any persons employed by the company as auditors, whether those persons are or are not officers of the company.
(3) The expenses of and incidental to an investiga- tion under the last preceding section of this Ordinance (in this subsection referred to as "the expenses") shall be defrayed as follows:-
(a) Where as a result of the investigation a prosecution is instituted by the Attorney General, the expenses shall be defrayed by the revenues of the Colony;
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