General provisions
as to annual 19 & 20 Geo. 5, c. 23, 8. 110.
returns.
Certificates
to be sent by private company with annual return.
19 & 20 Geo. 5, c. 23, s. 111.
Annual general meeting.
19 & 20 Geo, 5, c. 23,
8. 112
1570
109.-(1) The annual return must be contained in a separate part of the register of members, and must be completed within twenty-eight days after the first or only general meeting in the year, and the company must forthwith forward to the registrar of companies a copy signed by a director or by the manager or by the secretary of the company.
(2) Section ninety-eight of this Ordinance shall apply to the annual return as it applies to the register of members.
(3) Except where the company is a private com- pany, the annual return shall include a written copy, certified by a director or the manager or secretary of the company to be a true copy, of the last balance sheet which has been audited by the company's auditors, including every document required by law to be annexed thereto, together with a copy of the report of the auditors thereon certified as aforesaid, and if any such balance sheet is in a foreign language there shall also be annexed to it a translation there- of in English, certified in the prescribed manner t be a correct translation:
Provided that, if the said last balance sheet did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets, there shall be made such additions to and corrections in the said copy as would have been required to be made in the said balance sheet in order to make it comply with the said requirements, and the fact that the said copy has been so amended shall be stated thereon.
(4) If a company fails to comply with this section or either of the two last foregoing sections of this Ordinance, the company and every officer of the com- pany who is in default shall be liable to a default fine.
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(5) For the purposes of subsection (4) of this section, the expression "officer," and for the pur- poses of the last two foregoing sections of this Ordinance the expression director, shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.
110. A private company shall send with the annual return required by section one hundred and seven of this Ordinance a certificate signed by a director or the secretary of the company that the company has not, since the date of the last return, or, in the case of a first return, since the date of the incorporation of the company, issued any invita- tion to the public to subscribe for any shares or debentures of the company, and, where the annual return discloses the fact that the number of members of the company exceeds fifty, also a certificate so signed that the excess consists wholly of persons who, under paragraph (b) of subsection (1) of section twenty-eight of this Ordinance, are not to be included in reckoning the number of fifty.
Meetings and Proceedings.
111.--(1) A general meeting of every company shall be held once at the least in every calendar year, and not more than fifteen months after the holding of the last preceding general meeting.
(2) If default is made in holding a meeting of the company in accordance with the provisions of this section, the company, and every director or manager of the company who is knowingly a party to the default shall be liable to a fine not exceeding five hundred dollars.
(3) If default is made as aforesaid, the court may, on the application of any member of the company, call, or direct the calling of, a general meeting of the company.
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