1912-04-27 — Page 3

DIRECTORS AND THEIR LIABILITIES, DUTIES AND POWERS.

Foreword.

for the reason that the expres sion had come to menn something less detailed and onerous than a full statement auch ne that which is described in clause 80 of tho old Table A.

The following article deals first

Directors of a Company incor- with the question of the nigan-porated in England which has re- ing of the "profit and loss gisterod its own Articles of As- account" which it is now re-ociation ure under no compulsion quired that directors shall to lay before a general mcoting a Jay before the Company ouco profit and loss account, unless at least in every year. It isihoso Articles no prorile. In- pointed out thin such a many cases, however, it is ox- account was explained in Tablo pro-sly provided by the Articles, A of the old Acland Ordinance, as it is by Tablo A, that the direc but no explanation luns bentors shall lay before the com given of it in the NOW pany, a profit and loss no Tablo A. Possibly the ox-count. But it can be readily pression "Pefit and Loss understood, expecially in á Accounts come to be unsanill place liko Hongkong, that dersion: by accountante and it would be inadvisable för full auditors as an account in which particulars fourninge nurl ex- far less details are required penses to be publicly giren, and than are set out in the old important information to be thus Table A. The latter part ofjaforded to rival companies, or the atticle this week relatesmanufacturers. For this reuson tomisfossano proceedings it has hitherto boon not unusual against director, and the to omit from the Articles of As power of the Court,, in the soniation of a company incorporat- winding-up of a Company, tool in Hongkong a clause ro compel a director to refund gaining a profit and loss account, money which ho Las robined, as well as a balsano sheet, to be misapplied, or otherwise, hefaid bfore the Company, Now, come accountable for.

howover, that the provisions of clauses 103-108 of blo A to'the (Continual from last Saturday) Act of 1908, have been intro- Inced into the now Ordinance What is ment by the profit by Section 77, it is imperativo and loss nccount which, it is that the directors of evoly provided by Section 77 of the Compny here incorporated Ordinance, must be laid by thewould fay before the Company, directors, once at least in every ally, a profit and loss account your, before a general meeting which is self-explanatory. Whe nhy perhaps be ascertained by her this requirement is al referoico to clauses 79 and 80 of together ju licin ander the the first sebe lulo (Table A) ts the circumstanco ru'ing in the Ordinace of 1865 (the Act of Oslony, is perhaps i bifal; but, 1862), which road as follows:-junlesi und until the lay in this 70. Onco at the lo ist in every respect is alterai, directors who your the directors sluull by omit to lay before the Company a bafore the company in general| proper profit and loss account run mooling a statement of tho in the risk of incurring a ponall come and expenditure for the The shehollers tiem solver hvo past year, malo up to a dale un power ratify ich n not more than three months jomission, for it is altra viros both boforo sucli meeting."

of the directors and the company 80. The statement so mule to disregard the express provi 'shall show, arrangazi un lor theįsions of the Ordinanco,

4.

*

most convenient heads, the The Articles of `Association of amount of gross incomo, dis- a Company ocenionally, provide tinguishing the overal soureas that the accounts and bilance from which it has bera derived; shert submitto 1 to the Company "and the amount of gross espant is annual meeting shall be diture, distinguishing thecanchisive au i bia ling upon the expanse of the ostblishment, members when, or within a cer salaries, and other fike matters in time after, such accounts "Every item of exponditure fairly have been pissed. But, notwith- chargeable ag inst the year's stan ling a provision of that kînil, "inc me shall be brought in fit the acounts presented at the acount, so that a just bilancmcoting nro insullisient to filli! of profit and loss may be laid the requirements of the Ordina "before the meeting an inace, of of the Articles of Associa cases where any item of expansion, and it is afterwards found "diture which may in fairness be that they, in fact, misstate the "distributed over soveral years affairs of the Company, they ar "has been incurrol in any out binding and conclusive (Port "year, the whole amount of such south Banking Co, L. R. 2 Eq. "item shall be sistad, with the 187.)

11

14 addition of the reasons why only

15

a portion of such expendituro is

charged against the income of

"the your

From this it will be soon that

it would certainly not have been,

and might not now bs, consider

Misfeasance.

By Section 205 of the new Or

dinanco (Section 215 of the Act

of 1908), the first subsection of

whiol is practically the same as

THE HONGKONG TELEGRAPH, SATURDAY, APRIL 27, 1912) ***

A thousand times this number of Physicians endorse

SANATOGEN

The Royal Tonic-Food.

Over twelve thousand practising physicians have recorded in writing their high opinion of Shuatogen, s and many thousands more are daily prescribing it with the most beneficial results in cases of nervous debility, brain fag, lack of vitality, sleeplessness, disordered digestion, poverty of blood, and various wasting discases.

Can you ask for more conviucing testimony of Sanatageh's value than the fact that it is thus publicly endorsed and recommended by practically the whole medical profession?

When you are constantly weary in mind and body when your brain is overworked; when your nerves- afe jaded-that is when you, neèd Sauatogen to re- bulid and revitalise you..

Among the original letters in praise of Sauatogen which are filed for public inspection, there are many from world-famous physicians, whose names stand for the highest scientific achievements. Their advice, . and the example of distinguished men like those mentioned here, It is safe for you to follow.

'"A Great Invigorator of Life."

Never are Sanatogen's effects more wonderfully shown than in cases of convalescance, after Malaria, Dysentery, Enteric Fever and other exhausting tropical diseases. A striking case in point is that of Mr. Thomas Lynn, c/o Presidency Postmaster, G.P.O., Calcutta, who writes: "I had been a martyr to Malaria for four years, becoming weaker and weaker, with the naturally run-down condition and brain 'fag, nervousness and Dyspepala. Sanatogen was strongly recom mended by a friend, and I am delighted to say that only two bottles have made an extraordinary difference for the better-nay; for the best. I shall always highly recommend Sanatogen Everywhere I go."

Sanatogen will Give You New Life.

If you are a aulerer from poartierves, low vitality, or a weak digestion, it is simply a duty you owe to yourself and your. family to begin the use of Sanstogen. Buy the first Bottle to day; you can get it in Hong Kong from Messrs. A. 8. Watson & Co.; The Siucere Co., Ltd., 215/21, Vosveux Road;;· and of all Chemists,, It is a fine, white powder which can be pleasantly taken in any.pon-acid beverage, And you may lake, It with the absolute assurance that it will give you'a new lease of health, new strength and vitality, stronger nerves, and better digestion.

Entertsinment

Section 205 of the Ordinance of SCENIC RAILWAY.

od to be sufficient merely to siate|1865 (Section 105 of the Act of

in a so-called profit and loss ae. 1862), sumunary power is given

count attached to, or included to the Court in winding-up pro- Tie aus with,-a-balance-sheet, n-general ooodings-to-compel-a-director, balance of the working account, who has misapplied or ratüined

愿去 was slow to

HONGKONG UNIVERSITY

from WEDNESDAY,

14 MAY, 1912,

after deducting all expenses; but "or become liable or accountable BAZAAR, will be open to the publie necessary to set out the amount "for any money or property of the of gross income "distinguishing "Company, or been guilty of any "the several sources from which "misfossance or breach of trust in Hit has been derived, and the" relation to the Company," "amount of gross expenditure, 4o restore the money or pro- "distinguishing the expense of porty, "the establishment, salaries, and with interest, or to contribute a ‘other like matters...so that usum to the assets of the Company "just balance of profit and loss by way of compensation; and by

86 EXTRA FILMS 88. may be laid before the meet. Sub-section (3) it is provided that "ing." The shareholders of a an order of Court made under the Will be exhibited, to that pengera company, before whom a pro- Section shall be deemed to be a inay go ROUND THE GLOBE with fit and los account must final judgmont within the mean- all the thrills and excitement of a sail- be laid, were, under the old Table | ing of Subsection (1) of Section A (and may still be held to be). S of the Hankruptcy Ordinance way journey in the record time of

or any part thereol, at de old Land Offce in Queen's Rond

(opposite the foot of D'Aguilar St.)

An application under the Sec-

HALF AN HOUR.

entitled to seo for themselves | 1891. oxacily what expenses lund beon incarral, what the gross income tion can only be made by the OPEN DAILY, was, and how the net profits were liquidator appointed in the wind-

ing-up, or by a croditor or oun

arrived at.

OPEN DAILY,

from 2 M. to 11 7.2. A. Frønik start mode every 30 minutos,

FARE 50 CENTE.

The Hon. Mr. Justice

Robertson, Judge of the Supreme

Court, Lahore, Punjab, writes :-"My experiencs with Sanatogen lins been

very favourable. I took it for some months during the post trying season of the year, and found it '■ great strengthener."

Sir Charles A. Cameron,

C.B.; H.D., etc. writes :—"Sanaingen la a substance of the highest - nutritive value, coptain.. Ing as it does'n large antoint of organi: plios- porus, exactly the form in which I can be easily alsorbed. It is an excellent nerve food."

Hr. Shirley Tremtarne,

Editor of "Capita)." 98, Clive Street, "Calculin," writes:-"1 cannot speak too highly of Sanatogen, it not only kept me up during a sharp attack of lesome once more to full vigour. In fact,

but afterwards re

1

was better and stronger after this course of Sanat- ogen than before the attack."

"The Medical Times"

says: "There is no doubt whatever that the. nutrition of patients tak- ing Sanalogen improves due, in "all wonderfully, probability, to its being easy of assimilation and. to the organic absorbable phosphorus which it con- tains.

Sir Gilbert Parker, M.P., the popular Novelist, writes: 20, Carlton House Terrace, S.W.-1 have used Sanatogen with extraordinary benefit. It is to my mind a true food tonte, feeding the nerves, increasing the energy.. and giving fresh vigour to the over-worked body and mind."

Prof. Dr. C. A.-Ewald,

of Berlin University, writes" birye, used Sanatogena amber of cases, mainly of a ner vons or neurasthenie origin, and have bbtained excellent results."

THE TAIWAN KING

RAILWAY HOTEL.

TAIPEH, FORMOSA

Under the Direct Management of the Taiwan' Estizay ̧Ð ́pt·

AND

EXCELLENT QUISINE

GOOD SERVICE: RATES 4 YEN an Ur.

Uniformed hoje: poster meets all ttreins and Flearner Lugarke are ranged for without any trouble to guests.

[182 Hongkong, B-Feb., 1912.

HOTEL CRAIGIEBURN.

O AP

PLUNKET'S The Peak, near the Tram Toiminas. Tel 56.

for Terms, syply to the 27

MANAGER,

E. C. Wilks, M LM‹ch.,E,A.M,NA.

Consulting Engineer and Surveyor for |001 siruction, Valuer and Assensor, for the purobase, or sale of Bteamships or

It appears to have been contributory of the Company. It sidered, unnecessary to set out, cannot be made by a person who in Table A to the Act of 1908, not interested in the result of this, or any other, explanation of the application to the extent that the meaning of the annual state-if it succeeds, he will gain some Hongkong, 28th April, 1912. [38ber. ment of profit and loss required recuniary benefit (Bentinck v.

to be laid before the meeting of Fenu 12 A.C. 652).

a company which has adopted

that Table on its Articles of As. sociation. Possibly it was deemed that the words "profit and loss account" were suflicient in them"

It has been hold that the meÉ CHEUNG. Section does not create any new

liability or any new right, but ART PHOTOGRAPHER of enforcing rights which must "only provides a summary mode

selves to indicate the nature of

"otherwise bave boon enforced the account required, as defined

A of the old by the ordinary procedure of the may nevertheless be con-

"Court. In order to enable the Court to apply the Section, that a definition of the

of "profit and loss ac-| ная рагрово

HONGKONG. TELEPHONE NO. 1013.

(show" the Darzzerie, Pristina & Trian

the liquidator must show th (Continued on Page: 10.J

· Álexandra BuildLEGE, ZED FLOOR.

WING KEK & CO. 47-49, Connaught Rd.

SHPOHANDLERS;

30

VWVINION & COAT

VWERÖHÄNTS:

EDWARD HOTEL.

Under Entirely New Management:

Thoroughly Renovated. Excellent Cuisine.

H. HAYNES,

Mass

Hongkong, 10h) Jem, 1112

GRAVING DOCE

795

HONGKONG HOTEL

A'LA CARTE GRILL ROOM. Now Openi

Bongborg, 20th Apdl. 1911,

J. 1. TAGGART,

Manager.[28

GRAND HOTEL,

Telephone 197.

MANAGEMENT & CUISINE UNDER EUROPEAN MANAGEMENT

B21

F. REJUHMANN, Proprietor.

ASTOR HOUSE

(LATE CONNAUGHT HOTEL.)

QUEEN'S ROAD, HONGKONG.

→ENTRALLY stated, 'up-to-date Hotel, Bently renovated, and mader entirely Now Management. Large and Comfortable Rooms, Ex e'ent Cuisine ander te ampervision of an' Experienood FRENCH CHEF, and separate Table. Hot and Cold Bathr, Eleoirle Light throngbont.. Terms moderete, Fimt Olass mosolation får Familina and Tontista,'

For particulars and rates apply to

Tophans, 170

ני

PROPRIETORS.

BELLE VIEW HOTEL

Shaukiwan Road,..

Telephone No: 912.

TS.

By kind permission of Captain Dixen the Band of S. S.Manchuria

"

will play at the above Hotel on Monday night, the 29th inst., comme icing at 9,80 p.m., sharp.

W. GALLAGHER, Maunger.

THE

GENERAL ELECTRIC

CO. OF CHINA, LIMITED.

MANUFACTURERS AND IMPORTERS.

HEAD OFFICE-

7, Jinkos Road,

Shanghai,

Telegrame 'Gonlocurio."

16, Dea Vœux Road,'

Hongkong.

Telephono 518,"

Telegrams Sparkless."

MANUFACTURERS of Complete Electric Plant, Power Schemes

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WORKS.

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Retail Agent in Hongkong-

WM, C. JACK & CO., LTD.

Telephone, 358.

14, DES VŒUX ROAD.

THE BOOK TO BUY.

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PROFUSELY ILLUSTRATED ORDER YOUR

[59

CHINA'S REVOLUTION: 1911-1912”

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Tho Truthful. Histocio iland Political Record of China's Oiyil.

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