CHAPTER 113. COMPANIES. (as amended) ARRANGEMENT OF SECTIONS 1. 2. Short title. Interpretation.

PART I - INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO Memorandum of Association. 3. 4. 5. . !. Mode of forming incorporated company. Requirements with respect to memorandum. Signature of memorandum. Restriction on alteration of memorandum. Mode in which and e"tent to which o#$ects of company may #e altered. Articles of Association. %. '. 1(. 11. 12. &rticles prescri#ing regulations for companies. Regulations required in case of company limited #y guarantee. &doption and application of )a#le &. *rinting+ stamp+ and signature of articles. &lteration of articles #y special resolution. Form of Memorandum and Articles. 13. Statutory forms of memorandum and articles. Registration. 14. 15. 1 . 1!. Registration of memorandum and articles. ,ffect of registration. *ower of company to hold immo-a#le property. .onclusi-eness of certificate of incorporation. Provisions with respect to Names of Companies. 1%. 1'. 2(. /ndesira#le name. .hange of name. *ower to dispense with 0limited1 in name of charita#le and other companies. General Provisions with respect to Memorandum and Articles. 21. 22. 23. ,ffect of memorandum and articles. *ro-ision as to memorandum and articles of companies limited #y guarantee. &lterations in memorandum or articles increasing lia#ility to contri#ute to share capital not to #ind e"isting mem#ers without consent.

24. 25. 2 .

*ower to alter conditions in memorandum which could ha-e #een contained in articles. .opies of memorandum and articles to #e gi-en to mem#ers. Issued copies of memorandum to em#ody alterations. Membership of Company.

2!. 2%.

2efinition of mem#er. Mem#ership of holding company. Private Companies.

2'. 3(. 31.

Meaning of 0pri-ate company1. .onsequences of default in complying with conditions constituting a company a pri-ate company. Statement in lieu of prospectus to #e deli-ered to registrar #y company on ceasing to #e pri-ate company. Reduction of Number of Members below egal Minimum.

32.

Mem#ers se-erally lia#le for de#ts where #usiness carried on with fewer than se-en+ or in case of pri-ate company two+ mem#ers. Contracts! etc.

33. 34. 35. 3 .

3orm of contracts. 4ills of e"change and promissory notes. ,"ecution of deeds a#road. *ower for company to ha-e official seal for use a#road. Authentication of documents.

3!.

&uthentication of documents. PART II - SHARE CAPITAL AND DEBENTURES. Prospectus.

3%. 3'. 4(. 41. 42. 43. 44. 45. 4 .

2ating of prospectus. Matters to #e stated and reports to #e set out in prospectus. ,"pert5s consent to issue of prospectus containing statement #y him. Registration of prospectus. Restriction on alteration of terms in prospectus or statement in lieu of prospectus. .i-il lia#ility for mis6statements in prospectus. .riminal lia#ility for mis6statements in prospectus. 2ocument containing offer of shares or de#entures for sale to #e deemed prospectus. Interpretation of pro-isions relating to prospectuses. Allotment.

4!. 4%. 4'.

*rohi#ition of allotment unless minimum su#scription recei-ed. *rohi#ition of allotment in certain cases unless statement in lieu of prospectus deli-ered to registrar. ,ffect of irregular allotment.

5(. 51.

&pplications for+ and allotment of+ shares and de#entures. Return as to allotments. Commissions and "iscounts! etc.

52. 53.

*ower to pay certain commissions+ and prohi#ition of payment of all other commissions+ discounts+ etc. *rohi#ition of pro-ision of financial assistance #y company for purchase of or su#scription for its own+ or its holding company5s+ shares. Construction of References to offering #hares or "ebentures to the Public.

54.

.onstruction of references to offering shares or de#entures to the pu#lic. $ssue of #hares at Premium and "iscount and Redeemable Preference #hares.

55. 5 . 5!.

&pplication of premiums recei-ed on issue of shares. *ower to issue shares at a discount. *ower to issue redeema#le preference shares. Miscellaneous Provisions as to #hare Capital.

5%. 5'. (. 1. 2. 3.

*ower of company to arrange for different amounts #eing paid on shares. Reser-e lia#ility of company. *ower of company limited #y shares to alter its share capital. 7otice to registrar of consolidation of share capital+ con-ersion of shares into stoc8+ etc. 7otice of increase of share capital. *ower of company to pay interest out of capital in certain cases. Reduction of #hare Capital

4. 5. . !. %. '.

Special resolution for reduction of share capital. &pplication to .ourt for confirming order+ o#$ections #y creditors+ and settlement of list of o#$ecting creditors. 9rder confirming reduction and powers of .ourt on ma8ing such order. Registration of order and minute of reduction. :ia#ility of mem#ers in respect of reduced shares. *enalty for concealing name of creditor+ etc. %ariation of #hareholders& Rights.

!(.

Rights of holders of special classes of shares. 'ransfer of #hares and "ebentures! (vidence of 'itle! etc.

!1. !2. !3. !4. !5. ! .

7ature of shares. 7um#ering of shares. )ransfer not to #e registered e"cept on production of instrument of transfer. )ransfer #y personal representati-e. Registration of transfer at request of transferor. 7otice of refusal to register transfer.

!!. !%. !'. %(. %1. %2.

.ertification of transfers. 2uties of company with respect to issue of certificates. .ertificate to #e e-idence of title. ,-idence of grant of pro#ate. Issue and effect of share warrants to #earer. *enalty for personation of shareholder. #pecial Provisions as to "ebentures.

%3. %4. %5. % . %!. %%. %'.

Register of de#enture holders. Rights of inspection of register of de#enture holders and to copies of register and trust deed. :ia#ility of trustees for de#enture holders. *erpetual de#entures. *ower to re6issue redeemed de#entures in certain cases. Specific performance of contracts to ta8e up de#entures. *ayment of certain de#ts out of assets su#$ect to floating charge in priority to claims under the charge. PART III - CHARGES AND MORTGAGES. Registration of Charges and Recording of Mortgages.

'(. '1. '2. '3. '4. '5. ' . '!.

Registration of charges created #y companies registered in the .olony. 2uty of company with regard to charges and mortgages created #y company. 2uty of company to register charges e"isting on property acquired. Register of charges to #e 8ept #y registrar of companies. ,ndorsement of certificate of registration on de#entures. ,ntries of satisfaction and release of property from charge. Rectification of register of charges or record of mortgages. Registration of enforcement of security.

Provisions as to Company&s Register of Charges and of )oo* of Mortgages and as to Copies of $nstruments creating Charges and Mortgages. '%. ''. 1((. .opies of instruments creating charges and mortgages to #e 8ept #y company. .ompany5s register of charges and #oo8 of mortgages. Right to inspect. Application of Part $$$ to Companies incorporated outside the Colony. 1(1. &pplication of *art III to charges and mortgages created+ etc.+ #y company incorporated outside the .olony. PART I - MANAGEMENT AND ADMINISTRATION. Registered +ffice and Name. 1(2. 1(3. Registered office of company. *u#lication of name #y company. Restrictions on Commencement of )usiness.

1(4.

Restrictions on commencement of #usiness. Register of Members.

1(5. 1( . 1(!. 1(%. 1('. 11(. 111. 112. 113. 113&.

Register of mem#ers. Inde" of mem#ers. *ro-isions as to entries in register in relation to share warrants. Inspection of register and inde". .onsequences of failure to comply with requirements as to register owing to agent5s default. *ower to close register. *ower of .ourt to rectify register. )rusts not to #e entered on register in the .olony. Register to #e e-idence. 7otification of new shareholders. "ominion Register.

114. 115. 11 . 11!.

*ower for company to 8eep dominion register. Regulations as to dominion register. Stamp duties in case of shares registered in dominion registers. *ro-isions as to #ranch registers of dominion companies 8ept in the .olony. Annual Return.

;a<
11'. 12(. 121. 122. 123.

&nnual return to #e made #y company ha-ing a share capital. &nnual return to #e made #y company not ha-ing a share capital. )ime for completion of annual return. 2ocuments to #e anne"ed to annual return. .ertificates to #e sent #y pri-ate company with annual return. ,"emption+ in certain cases+ of pri-ate companies from requirements of section 121. Meetings and Proceedings.

124. 125. 12 . 12!. 12%. 12'. 13(. 131. 132. 133. 134. 135. 13 . 13!. 13%. 13'. 14(.

Statutory meeting and statutory report. &nnual general meeting. .on-ening of e"traordinary general meeting on requisition. :ength of notice for calling meetings. =eneral pro-isions as to meetings and -otes. *ower of .ourt to order meeting. *ro"ies. Right to demand a poll. >oting on a poll. Representation of corporations at meetings of companies and of creditors. .irculation of mem#ers5 resolutions+ etc. ,"traordinary and special resolutions. Resolutions requiring special notice. Registration and copies of certain resolutions and agreements. Resolutions passed at ad$ourned meetings. Minutes of proceedings of meetings of company and of directors and managers. Inspection of minute #oo8s.

Accounts and Audit. 141. 142. 143. 144. 145. 14 . 14!. 14%. 14'. 15(. 151. 152. 153. 154. 155. 15 . 15!. ?eeping of #oo8s of account. *rofit and loss account and #alance sheet. =eneral pro-isions as to contents and form of accounts. 9#ligation to lay group accounts #efore holding company. 3orm of group accounts. .ontents of group accounts. 3inancial year of holding company and su#sidiary. Meaning of 0holding company1 and 0su#sidiary1. Signing of #alance sheet. &ccounts and auditors5 report to #e anne"ed to #alance sheet. 2irectors5 report to #e attached to #alance sheet. Right to recei-e copies of #alance sheets and auditors5 report. &ppointment and remuneration of auditors. *ro-isions as to resolutions relating to appointment and remo-al of auditors. 2isqualifications for appointment as auditor. &uditors5 report and right of access to #oo8s+ etc. .onstruction of references to documents anne"ed to accounts. $nspection. 15%. 15'. 1 (. 1 1. 1 2. 1 3. 1 4. 1 5. 1 . 1 !. 1 %. 1 '. In-estigation of company5s affairs on application of mem#ers. In-estigation of company5s affairs in other cases. *ower of inspectors to carry in-estigation into affairs of related companies. *roduction of documents+ and e-idence+ on in-estigation. Inspectors5 report. *roceedings on inspectors5 report. ,"penses of in-estigation of company5s affairs. Inspectors5 report to #e e-idence. &ppointment and powers of inspectors to in-estigate ownership of company. *ower to require information as to persons interested in shares or de#entures. *ower to impose restrictions on shares or de#entures. Sa-ing for ad-ocates and #an8ers. "irectors and other +fficers. 1!(. 1!1. 1!2. 1!3. 1!4. 1!5. 1! . 1!!. 1!%. 1!'. 1%(. 1%1. 1%2. 1%3. 1%4. 2irectors. Secretary. *rohi#ition of certain persons #eing sole director or secretary. &-oidance of acts done #y person in dual capacity as director and secretary. >alidity of acts of directors. Restrictions on appointment or ad-ertisement of director. Share qualifications of directors. &ppointment of directors to #e -oted on indi-idually. Remo-al of directors. *ro-isions as to undischarged #an8rupts acting as directors. *ower to restrain fraudulent persons from managing companies. *rohi#ition of ta"6free payments to directors. *rohi#ition of loans to directors. &ppro-al of company requisite for payment #y it to director for loss of office+ etc. &ppro-al of company requisite for any payment+ in connection with transfer of its property+ to director for

1%5. 1% . 1%!. 1%%. 1%'. 1'(. 1'1. 1'2. 1'3. 1'4. 1'5. 1' .

loss of office+ etc. 2uty of director to disclose payment for loss of office+ etc.+ made in connection with transfer of shares in company. *ro-isions supplementary to sections 1%3+ 1%4 and 1%5. Register of directors5 shareholdings+ etc. *articulars in accounts of directors5 salaries+ pensions+ etc. *articulars in accounts of loans to officers+ etc. =eneral duty to ma8e disclosure for purposes of sections 1%!+ 1%% and 1%'. 2isclosure #y directors of interests in contracts. Register of directors and secretaries. *articulars with respect to directors in trade catalogues+ circulars+ etc. .ompany may ha-e directors with unlimited lia#ility. Special resolution of company ma8ing lia#ility of directors unlimited. *ro-isions as to assignment of office #y directors. Avoidance of Provisions in Articles or Contracts relieving +fficers from iability.

1'!.

*ro-isions as to lia#ility of officers and auditors. Arrangements and Reconstructions.

1'%. 1''. 2((. 2(1.

*ower to compromise with creditors and mem#ers. Information as to compromises with creditors and mem#ers. *ro-isions for facilitating reconstruction and amalgamation of companies. *ower to acquire shares of shareholders dissenting from scheme or contract appro-ed #y ma$ority. Minorities.

2(2.

&lternati-e remedy to winding up in cases of oppression. PART - !INDING UP

(I) PRELIMINAR" Modes of ,inding -p. 2(3. Modes of winding up. Contributories. 2(4. 2(5. 2( . 2(!. 2(%. :ia#ility as contri#utories of present and past mem#ers. 2efinition of 0contri#utory1. 7ature of lia#ility of contri#utory. .ontri#utories in case of death of mem#er. .ontri#utories in case of #an8ruptcy of mem#er (II) !INDING UP B" THE COURT .urisdiction.

2('. 21(.

@urisdiction for winding up. )ransfer of proceedings from one .ourt to another and statement of case #y the .ourt. Cases in which Company may be wound up by Court.

211. 212.

.ircumstances in which company may #e wound up #y .ourt. 2efinition of ina#ility to pay de#ts. Petition for ,inding -p and (ffects thereof.

213. 214. 215. 21 . 21!.

*ro-isions as to applications for winding up. *owers of .ourt on hearing petition. *ower to stay or restrain proceedings against company. &-oidance of dispositions of property+ etc.+ after commencement of winding up. &-oidance of attachments+ etc.+ in case of winding up. Commencement of ,inding -p.

21%.

.ommencement of winding up #y the .ourt. Conse/uences of ,inding up +rder.

21'. 22(. 221.

.opy of order to #e forwarded to registrar. &ctions stayed on winding6up order. ,ffect of winding6up order. +fficial Receiver in ,inding -p.

222. 223. 224. 225.

9fficial Recei-er and Registrar to #e official recei-er for winding6up purposes. &ppointment of official recei-er #y .ourt in certain cases. Statement of company5s affairs to #e su#mitted to official recei-er. Report #y official recei-er. i/uidators.

22 . 22!. 22%. 22'. 23(. 231. 232. 233. 234. 235. 23 . 23!. 23%. 23'.

*ower of .ourt to appoint liquidators. &ppointment and powers of pro-isional liquidator. &ppointment+ style+ etc.+ of liquidators. *ro-isions where person other than official recei-er is appointed liquidator. =eneral pro-isions as to liquidators. .ustody of company5s property. >esting of property of company in liquidator. *owers of liquidator. ,"ercise and control of liquidator5s powers. 4oo8s to #e 8ept #y liquidator. *ayments of liquidator into #an8. &udit of liquidator5s accounts. .ontrol of official recei-er o-er liquidators. Release of liquidators. Committees of $nspection.

24(. 241. 242.

Meetings of creditors and contri#utories to determine whether committee of inspection shall #e appointed. .onstitution and proceedings of committee of inspection. Ahere no committee of inspection. General Powers of Court in case of ,inding -p by Court.

243. 244. 245. 24 . 24!. 24%. 24'. 25(. 251. 252. 253. 254. 255. 25 . 25!. 25%. 25'. 2 (.

*ower to stay winding up. Settlement of list of contri#utories and application of assets. 2eli-ery of property to liquidator. *ayment of de#ts due #y contri#utory to company and e"tent to which set6off allowed. *ower of .ourt to ma8e calls. *ayment into #an8 of moneys due to company. 9rder on contri#utory conclusi-e e-idence. &ppointment of special manager. *ower to e"clude creditors not pro-ing in time. &d$ustment of rights of contri#utories. Inspection of #oo8s #y creditors and contri#utories. *ower to order costs of winding up to #e paid out of assets. *ower to summon persons suspected of ha-ing property of company+ etc. *ower to order pu#lic e"amination of promoters and officers. *ower to arrest a#sconding contri#utory. *owers of .ourt cumulati-e. 2elegation to liquidator of certain powers of .ourt. 2issolution of company. (III) OLUNTAR" !INDING UP Resolutions for! and Commencement of! %oluntary ,inding -p.

2 1. 2 2. 2 3.

.ircumstances in which company may #e wound up -oluntarily. 7otice of resolution to wind up -oluntarily. .ommencement of -oluntary winding up. Conse/uences of %oluntary ,inding -p.

2 4. 2 5.

,ffect of -oluntary winding up on #usiness and status of company. &-oidance of transfers+ etc.+ after commencement of -oluntary winding up. "eclaration of #olvency.

2 .

Statutory declaration of sol-ency in case of proposal to wind up -oluntarily. Provisions applicable to a Members& %oluntary ,inding -p.

2 !. 2 %. 2 '. 2!(. 2!1.

*ro-isions applica#le to a mem#ers5 winding up. *ower of company to appoint and fi" remuneration of liquidators. *ower to fill -acancy in office of liquidator. *ower of liquidator to accept shares+ etc.+ as consideration for sale of property of company. 2uty of liquidator to call creditors5 meeting in case of insol-ency.

'

2!2. 2!3. 2!4.

2uty of liquidator to call general meeting at end of each year. 3inal meeting and dissolution. &lternati-e pro-isions as to annual and final meetings in case of insol-ency. Provisions applicable to a Creditors& %oluntary ,inding -p.

2!5. 2! . 2!!. 2!%. 2!'. 2%(. 2%1. 2%2. 2%3.

*ro-isions applica#le to a creditors5 winding up. Meeting of creditors. &ppointment of liquidator. &ppointment of committee of inspection. 3i"ing of liquidators5 remuneration and cesser of directors5 powers. *ower to fill -acancy in office of liquidator. &pplication of section 2!( to a creditors5 -oluntary winding up. 2uty of liquidator to call meetings of company and of creditors at end of each year. 3inal meeting and dissolution. Provisions applicable to every %oluntary ,inding -p.

2%4. 2%5. 2% . 2%!. 2%%. 2%'. 2'(. 2'1. 2'2.

*ro-isions applica#le to e-ery -oluntary winding up. 2istri#ution of property of company. *owers and duties of liquidator in -oluntary winding up. *ower of .ourt to appoint and remo-e liquidator in -oluntary winding up. 7otice #y liquidator of his appointment. &rrangement when #inding on creditors. *ower to apply to .ourt to ha-e questions determined or powers e"ercised. .osts of -oluntary winding up. Sa-ing for rights of creditors and contri#utories. (I ) !INDING UP SUB#ECT TO SUPER ISION OF COURT

2'3. 2'4. 2'5. 2' . 2'!.

*ower to order winding up su#$ect to super-ision. ,ffect of petition for winding up su#$ect to super-ision. &pplication of sections 21 and 21! to winding up su#$ect to super-ision. *ower of .ourt to appoint or remo-e liquidators. ,ffect of super-ision order. ( ) PRO ISIONS APPLICABLE TO E ER" MODE OF !INDING UP Proof and Ran*ing of Claims.

2'%. 2''. 3((.

2e#ts of all descriptions may #e pro-ed. &pplication of #an8ruptcy rules in winding up of insol-ent companies. *referential payments. (ffect of ,inding -p on antecedent and other 'ransactions.

3(1. 3(2. 3(3. 3(4. 3(5.

3raudulent preference. :ia#ilities and rights of certain fraudulently preferred persons. ,ffect of floating charge. 2isclaimer of onerous property in case of company #eing wound up. Restriction of rights of creditor as to e"ecution or attachment in case of company #eing wound up.

1(

3( .

2uties of sheriff as to goods ta8en in e"ecution. +ffences antecedent to or in course of ,inding -p.

3(!. 3(%. 3('. 31(. 311. 312. 313.

9ffences #y officers of companies in liquidation. *enalty for falsification of #oo8s. 3rauds #y officers of companies which ha-e gone into liquidation. :ia#ility where proper accounts not 8ept. Responsi#ility for fraudulent trading of persons concerned. *ower of .ourt to assess damages against delinquent directors+ etc. *rosecution of delinquent officers and mem#ers of company. #upplementary Provisions as to ,inding -p.

314. 315. 31 . 31!. 31%. 31'. 32(. 321. 322. 323.

2isqualification for appointment as liquidator. .orrupt inducement affecting appointment as liquidator. ,nforcement of duty of liquidator to ma8e returns+ etc. 7otification that a company is in liquidation. ,"emption of certain documents from stamp duty on winding up of companies. 4oo8s of company to #e e-idence. 2isposal of #oo8s and papers of company. Information as to pending liquidations. /nclaimed assets to #e paid to :iquidation &ccount. Resolutions passed at ad$ourned meetings of creditors and contri#utories. #upplementary Powers of Court.

324. 325.

Meetings to ascertain wishes of creditors or contri#utories. &ffida-its+ etc+. in the .olony and dominions. Provisions as to "issolution.

32 . 32!. 32%. 32'.

*ower of .ourt to declare dissolution of company -oid. Registrar may stri8e defunct company off register. *roperty of dissol-ed company to #e #ona -acantia. *ower of .rown to disclaim title to property -esting under section 32%. Companies i/uidation Account.

33(.

:iquidation &ccount. +fficers.

331. 332.

9fficers and remuneration. Returns #y officers in winding up. Rules and Fees.

333.

=eneral rules and fees for winding up.

11

PART I - RECEI ERS AND MANAGERS 334. 335. 33 . 33!. 33%. 33'. 34(. 341. 342. 343. 344. 2isqualification of #ody corporate for appointment as recei-er. 2isqualification of undischarged #an8rupt from acting as recei-er or manager. Recei-er for de#enture holders or creditors. Recei-ers and managers appointed out of .ourt. 7otification that recei-er or manager appointed. *ower of .ourt to fi" remuneration on application of liquidator. *ro-isions as to information where recei-er or manager appointed. Special pro-isions as to statement su#mitted to recei-er. 2eli-ery to registrar of accounts of recei-ers and managers. ,nforcement of duty of recei-ers and managers to ma8e returns+ etc. .onstruction of references to recei-ers and managers.

PART II - APPLICATION OF LA! TO COMPANIES FORMED OR REGISTERED UNDER FORMER LA!S 345. &pplication of :aw to companies formed and registered under former .ompanies :aws. PART III - COMPANIES INCORPORATED OUTSIDE THE COLON" Provisions as to (stablishment of Place of )usiness in the Colony. 34 . 34!. 34%. 34'. 35(. 351. 352. 353. 354. &pplication of sections 34! to 353. 2ocuments+ etc.+ to #e deli-ered to registrar #y o-ersea companies carrying on #usiness in the .olony. *ower of o-ersea company to hold immo-a#le property. Return to #e deli-ered to registrar #y o-ersea company where documents+ etc.+ altered. &ccounts of o-ersea company. 9#ligation to state name of o-ersea company+ whether limited+ and country where incorporated. Ser-ice on o-ersea company. *enalties. Interpretation of sections 34! to 353. Prospectuses. 355. 35 . 35!. 35%. 35'. 3 (. 3 1. 2ating of prospectus and particulars to #e contained therein. ,"clusion of section 355 and rela"ation of 3ourth Schedule in case of certain prospectuses. *ro-isions as to e"pert5s consent+ and allotment. Registration of prospectus. *enalty for contra-ention of sections 355 to 35%. .i-il lia#ility for mis6statements in prospectus. Interpretation of pro-isions as to prospectuses. ,inding -p. 3 2. Ainding up of o-ersea companies. PART I$ - GENERAL PRO ISIONS AS TO REGISTRATION 3 3. 3 4. Registration offices. 3ees.

12

3 5. 3 .

Inspection+ production and e-idence of documents 8ept #y registrar. ,nforcement of duty of company to ma8e returns to registrar.

PART $ - MISCELLANEOUS PRO ISIONS !ITH RESPECT TO BAN%ING COMPANIES AND CERTAIN ASSOCIATIONS 3 !. 3 %. 3 '. 3!(. *rohi#ition of #an8ing with more than ten mem#ers. *ri-ileges of #an8s ma8ing annual return. *u#lication of periodical statements #y #an8ing companies+ etc. *rohi#ition of association with more than twenty mem#ers. PART $I - GENERAL 3!1. 3!2. 3orm of registers+ etc. Ser-ice of documents on a company. +ffences. 3!3. 3!4. 3!5. 3! . 3!!. 3!%. 3!'. 3%(. 3%1. *enalty for false statements. *enalty for improper use of word 0limited1. *ro-ision with respect to default fines and meaning of 0officer in default1. *roduction and inspection of #oo8s where offence suspected. @urisdiction of 2istrict .ourt in continuing offences. *ro-isions as to offences punisha#le solely #y fine. &pplication of fines. Sa-ing as to pri-ate prosecutors. Sa-ing for pri-ileged communications. egal proceedings. 3%2. 3%3. 3%4. .osts in actions #y certain companies. *ower of .ourt to grant relief in certain cases. *ower to enforce orders. General provisions as to Governor. 3%5. 3% . 3%!. &uthentication of documents issued #y the =o-ernor. 2ocuments made or issued #y =o-ernor to #e e-idence. *ower to =o-ernor in .ouncil to ma8e regulations. #upplemental. 3%%. 3%'. 3'(. 3'1. .onstruction of references in other :aws to companies registered under the former .ompanies :aws. Sa-ings. *ro-isions as to winding6up proceedings commenced #efore the date of commencement of the :aw. Insurance #usiness not allowed.

S.B,2/:,SC 3irst Schedule. 6 )a#les &+ 4+ . and 2

13

Second Schedule. 6 3orm of licence to hold immo-a#le property )hird Schedule. 6 3orm of statement in lieu of prospectus to #e deli-ered to registrar #y a pri-ate company on #ecoming a pu#lic company and reports to #e set out therein 3ourth Schedule. 6 Matters to #e specified in prospectus and reports to #e set out therein 3ifth Schedule. 6 3orm of statement in lieu of prospectus to #e deli-ered to registrar #y a company which does not issue a prospectus or which does not go to allotment on a prospectus issued+ and reports to #e set out therein Si"th Schedule. 6 .ontents and form of annual return of a company ha-ing a share capital Se-enth Schedule. 6 .onditions as to interests in shares and de#entures of e"empt pri-ate company ,ighth Schedule. 6 &ccounts 7inth Schedule. 6 Matters to #e e"pressly stated in auditors5 report )enth Schedule. 6 *ro-isions of this :aw which do not apply in the case of a winding up su#$ect to super-ision of the .ourt ,le-enth Schedule. 6 3ees to #e paid to the registrar of companies )welfth Schedule. 6 3orm of statement to #e pu#lished #y #an8ing companies and deposit+ pro-ident and #enefit societies )hirteenth Schedule. 6 *ro-isions referred to in section 3!3

14

S&'() )*)+e. 1. )his :aw may #e cited as the .ompanies :aw.

In)e(,(e)a)*'n. -.(1) In this :aw+ unless the conte"t otherwise requires+ the following e"pressions ha-e the meanings here#y assigned to them ;that is to say<C6 0accounts1 includes a company5s group accounts+ whether prepared in the form of accounts or notD 0agent1 does not include a person5s counsel acting as suchD 0annual return1 means the return required to #e made+ in the case of a company ha-ing a share capital+ under section 11%+ and+ in the case of a company not ha-ing a share capital+ under section 11'D 0articles1 means the articles of association of a company+ as originally framed or as altered #y special resolution+ including+ so far as they apply to the company+ the regulations contained in )a#le & made under the .ompanies ;:imited :ia#ility< :aw+ or in )a#le & in the 3irst ScheduleD 0#an8 holiday1 means a day which is a #an8 holiday under the 4an8 Bolidays :awD 0#oo8 and paper1 and 0#oo8 or paper1 include accounts+ deeds+ writings and documentsD 0company1 means a company formed and registered under this :aw or an e"isting companyD 0company limited #y guarantee1 and 0company limited #y shares1 ha-e the meanings assigned to them respecti-ely #y su#6section ;2< of section 3D 0contri#utory1 has the meaning assigned to it #y section 2(5D 0the .ourt+1 used in relation to a company+ means the .ourt ha-ing $urisdiction under section 2(' to wind up the companyD 0creditors5 -oluntary winding up1 has the meaning assigned to it #y su#6section ;4< of section 2 D 0de#enture1 includes de#enture stoc8+ #onds and any other securities of a company whether constituting a charge on the assets of the company or notD 0default fine1 and 0officer who is in default1 ha-e+ respecti-ely+ the meaning assigned to them #y section 3!5D 0director1 includes any person occupying the position of director #y whate-er name calledD 0document1 includes summons+ notice+ order+ and other legal process+ and registersD 0dominion register1 has the meaning assigned to it #y su#6section ;1< of section 114D 0e"empt pri-ate company1 means an e"empt pri-ate company as defined #y su#section ;4< of section 123D

15

0e"isting company1 means a company formed and registered under the .ompanies ;:imited :ia#ility< :aw+ or the .ompanies ;:imited #y =uarantee< :aw+ 1'4'D 0financial year1 means+ in relation to any #ody corporate+ the period in respect of which any profit and loss account of the #ody corporate laid #efore it in general meeting is made up+ whether that period is a year or notD 0general rules1 means general rules made under section 333+ and includes formsD 0group accounts1 has the meaning assigned to it #y su#section ;1< of section 144D 0holding company1 means a holding company as defined #y section 14%D 0immo-a#le property1 includes 6

;#< ;c< ;d< ;e< ;f<

landD #uildings and other erections+ structures or fi"tures affi"ed to any land or to any #uilding or other erection or structureD trees+ -ines+ and any other thing whatsoe-er planted or growing upon any land and any produce thereof #efore se-eranceD springs+ wells+ water and water rights whether held together with+ or independently of+ any landD pri-ileges+ li#erties+ easements and any other rights and ad-antages whatsoe-er appertaining or reputed to appertain to any land or to any #uilding or other erection or structureD an undi-ided share in any property herein#efore set outD

;g<

0issued generally1 means+ in relation to a prospectus+ issued to persons who are not e"isting mem#ers or de#enture holders of the companyD 0mem#ers5 -oluntary winding up1 has the meaning assigned to it #y su#6section ;4< of section 2 D 0memorandum1 means the memorandum of association of a company+ as originally framed or as altered in pursuance of any enactmentD 0minimum su#scription1 has the meaning assigned to it #y su#6section ;2< of section 4!D 0notarially1 includes certification #y a certifying officerD 0officer+1 in relation to a #ody corporate+ includes a director+ manager or secretaryD 0official recei-er1 has the meaning assigned to it #y section 222D 0prescri#ed1 means+ as respects the pro-isions of this :aw relating to the winding up of companies+ prescri#ed #y general rules+ and as respects the other pro-isions of this :aw+ prescri#ed #y regulations or 9rder made #y the =o-ernor in .ouncilD

0pri-ate company1 has the meaning assigned to it #y su#6section ;1< of section 2'D 0prospectus1 means any prospectus+ notice+ circular+ ad-ertisement+ or other in-itation+ offering to the pu#lic for su#scription or purchase any shares or de#entures of a companyD 0real1 and 0personal+1 mean respecti-ely immo-a#le and mo-a#leD 0the registrar of companies+1 or when used in relation to registration of companies+ 0the registrar+1 means the 9fficial Recei-er and Registrar and includes any other person appointed #y the =o-ernor to e"ercise all or any of the powers and perform all or any of the duties of a registrarD 0resolution for reducing share capital1 has the meaning assigned to it #y su#section ;2< of section 4D 0resolution for -oluntary winding up1 has the meaning assigned to it #y su#6section ;2< of section 2 1D 0share1 means share in the share capital of a company+ and includes stoc8 e"cept where a distinction #etween stoc8 and shares is e"pressed or impliedD 0share warrant1 has the meaning assigned to it #y su#section ;2< of section %1D 0statutory declaration1 means an affida-it or other declaration made on oath or affirmationD 0statutory meeting1 means the meeting required to #e held #y su#section ;1< of section 124D 0statutory report1 has the meaning assigned to it #y su#section ;2< of section 124D 0su#sidiary1 means a su#sidiary as defined in section 14%D 0)a#le &1 means )a#le & in the 3irst ScheduleD 0the time of the opening of the su#scription lists1 has the meaning assigned to it #y su#section ;1< of section 5(.

;h<

& person shall not #e deemed to #e within the meaning of any pro-ision in this :aw a person in accordance with whose directions or instructions the directors of a company are accustomed to act+ #y reason that the directors of the company act on ad-ice gi-en #y him in a professional capacity.

;i<

References in this :aw to a #ody corporate or to a corporation shall #e construed as not including a corporation sole #ut as including a company incorporated outside the .olony.

;$<

&ny such pro-ision of this :aw o-erriding or interpreting a company5s articles shall+ e"cept as pro-ided #y this :aw+ apply in relation to articles in force at the commencement of this :aw+ as well as to articles coming into force thereafter+ and shall apply also in relation to a company5s memorandum as it applies in relation to its articles.

PART I - INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO. Memorandum of Association.

1!

M'de '. .'(m*n/ *n0'(,'(a)ed 0'm,an1. 3.(1) &ny se-en or more persons+ or+ where the company to #e formed will #e a pri-ate company+ any two or more persons+ associated for any lawful purpose may+ #y su#scri#ing their names to a memorandum of association and otherwise complying with the requirements of this :aw in respect of registration+ form an incorporated company+ with limited lia#ility. (-) Such a company may #e either 6

;8<

a company ha-ing the lia#ility of its mem#ers limited #y the memorandum to the amount+ if any+ unpaid on the shares respecti-ely held #y them ;in this :aw termed 0a company limited #y shares1<D or a company ha-ing the lia#ility of its mem#ers limited #y the memorandum to such amount as the mem#ers may respecti-ely there#y underta8e to contri#ute to the assets of the company in the e-ent of its #eing wound up ;in this :aw termed 0a company limited #y guarantee1<.

;l<

Re23*(emen)s 4*)& (es,e0) )' mem'(and3m. 5.(1) )he memorandum of e-ery company must state 6

;m< ;n< ;o< ;p<

the name of the company+ with 0limited1 as the last word of the nameD the o#$ects of the company.

)he memorandum of a company whether limited #y shares or #y guarantee must state that the lia#ility of its mem#ers is limited. )he memorandum of a company limited #y guarantee must also state that each mem#er underta8es to contri#ute to the assets of the company in the e-ent of its #eing wound up while he is a mem#er+ or within one year after he ceases to #e a mem#er+ for payment of the de#ts and lia#ilities of the company contracted #efore he ceases to #e a mem#er+ and of the costs+ charges and e"penses of winding up+ and for ad$ustment of the rights of the contri#utories among themsel-es+ such amount as may #e required+ not e"ceeding a specified amount.

;q<

In the case of a company ha-ing a share capital 6

;r< ;s< ;t<

the memorandum must also state the amount of share capital with which the company proposes to #e registered and the di-ision thereof into shares of a fi"ed amountD no su#scri#er of the memorandum may ta8e less than one shareD each su#scri#er must write opposite to his name the num#er of shares he ta8es.

S)am, and s*/na)3(e '. mem'(and3m.

1%

6. )he memorandum must #e signed #y each su#scri#er in the presence of at least one witness who must attest the signature.

Res)(*0)*'n 'n a+)e(a)*'n '. mem'(and3m. 7. & company may not alter the conditions contained in its memorandum e"cept in the cases+ in the mode and to the e"tent for which e"press pro-ision is made in this :aw.

M'de *n 4&*0& and e8)en) )' 4&*0& '9:e0)s '. 0'm,an1 ma1 9e a+)e(ed. ;.(1) Su#$ect to the pro-isions of this section a company may+ #y special resolution+ alter the pro-isions of its memorandum with respect to the o#$ects of the company+ so far as may #e required to ena#le it 6

;u< ;-< ;w< ;"< ;y< ;E< ;aa< ;##< ;cc<

to carry on its #usiness more economically or more efficientlyD or to o#tain its main purpose #y new or impro-ed meansD or to enlarge or change the local area of its operationsD or to carry on some #usiness which under e"isting circumstances may con-eniently or ad-antageously #e com#ined with the #usiness of the companyD or to restrict or a#andon any of the o#$ects specified in the memorandumD or to sell or dispose of the whole or any part of the underta8ing of the companyD or to amalgamate with any other company or #ody of persons.

)he alteration shall not ta8e effect until+ and e"cept in so far as+ it is confirmed on petition #y the .ourt. 4efore confirming the alteration the .ourt must #e satisfied 6

;dd<

that sufficient notice has #een gi-en to e-ery holder of de#entures of the company+ and to any persons or class of persons whose interests will+ in the opinion of the .ourt+ #e affected #y the alterationD and that+ with respect to e-ery creditor who in the opinion of the .ourt is entitled to o#$ect and signifies his o#$ection in manner directed #y the .ourt+ either his consent to the alteration has #een o#tained or his de#t or claim has #een discharged or has determined+ or has #een secured to the satisfaction of the .ourtC

;ee<

*ro-ided that the .ourt may+ in the case of any person or class+ for special reasons+ dispense with the notice required #y this section.

;ff<

)he .ourt may ma8e an order confirming the alteration either wholly or in part+ and on such terms and

1'

conditions as it thin8s fit.

;gg<

)he .ourt shall+ in e"ercising its discretion under this section+ ha-e regard to the rights and interests of the mem#ers of the company or of any class of them+ as well as to the rights and interests of the creditors+ and may+ if it thin8s fit+ ad$ourn the proceedings in order that an arrangement may #e made to the satisfaction of the .ourt for the purchase of the interests of dissentient mem#ers+ and may gi-e such directions and ma8e such orders as it may thin8 e"pedient for facilitating or carrying into effect any such arrangementC *ro-ided that no part of the capital of the company shall #e e"pended in any such purchase. (7) &n office copy of the order confirming the alteration+ together with a printed copy of the memorandum as altered+ shall+ within fifteen days from the date of the order+ #e deli-ered #y the company to the registrar of companies+ and he shall register the copy so deli-ered and shall certify the registration under his hand+ and the certificate shall #e conclusi-e e-idence that all the requirements of this :aw with respect to the alteration and the confirmation thereof ha-e #een complied with+ and thenceforth the memorandum as so altered shall #e the memorandum of the company. )he .ourt may #y order at any time e"tend the time for the deli-ery of documents to the registrar under this section for such period as the .ourt may thin8 proper. (;) If a company ma8es default in deli-ering to the registrar of companies any document required #y this section to #e deli-ered to him+ the company shall #e lia#le to a fine not e"ceeding ten pounds for e-ery day during which the default continues.

Articles of Association.

A()*0+es ,(es0(*9*n/ (e/3+a)*'ns .'( 0'm,an*es. <. )here may in the case of a company limited #y shares+ and there shall in the case of a company limited #y guarantee+ #e registered with the memorandum articles of association signed #y the su#scri#ers to the memorandum and prescri#ing regulations for the company.

Re/3+a)*'ns (e23*(ed *n 0ase '. 0'm,an1 +*m*)ed 91 /3a(an)ee. =.(1) In the case of a company limited #y guarantee+ the articles must state the num#er of mem#ers with which the company proposes to #e registered. (-) Ahere a company limited #y guarantee has increased the num#er of its mem#ers #eyond the registered num#er+ it shall+ within fifteen days after the increase was resol-ed on or too8 place+ gi-e to the registrar of companies notice of the increase+ and the registrar shall record the increase. If default is made in complying with this su#section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

2(

Ad',)*'n and a,,+*0a)*'n '. Ta9+e A. 1>.(1) &rticles of association may adopt all or any of the regulations contained in )a#le & in the 3irst Schedule.

(-) In the case of a company limited #y shares and registered after the commencement of this :aw+ if articles are not registered+ or+ if articles are registered+ in so far as the articles do not e"clude or modify the regulations contained in )a#le & in the 3irst Schedule+ those regulations shall+ so far as applica#le+ #e the regulations of the company in the same manner and to the same e"tent as if they were contained in duly registered articles.

P(*n)*n/? s)am,? and s*/na)3(e '. a()*0+es. 11. &rticles must 6

;hh< ;ii< ;$$<

#e printedD #e di-ided into paragraphs num#ered consecuti-elyD #e signed #y each su#scri#er of the memorandum of association in the presence of at least one witness who must attest the signature.

A+)e(a)*'n '. a()*0+es 91 s,e0*a+ (es'+3)*'n. 1-.(1) Su#$ect to the pro-isions of this :aw and to the conditions contained in its memorandum+ a company may #y special resolution alter or add to its articles. (-) &ny alteration or addition so made in the articles shall+ su#$ect to the pro-isions of this :aw+ #e as -alid as if originally contained therein+ and #e su#$ect in li8e manner to alteration #y special resolution.

Form of Memorandum and Articles.

S)a)3)'(1 .'(ms '. mem'(and3m and a()*0+es. 13. )he form of 6

;88< ;ll<

the memorandum of association of a company limited #y sharesD the memorandum and articles of association of a company limited #y guarantee and not ha-ing a share capitalD

;mm< the memorandum and articles of association of a company limited #y guarantee and
ha-ing a share capital+

21

shall #e respecti-ely in accordance with the forms set out in )a#les 4+ . and 2+ in the 3irst Schedule+ or as near thereto as circumstances admit.

Registration.

Re/*s)(a)*'n '. mem'(and3m and a()*0+es. 15. )he memorandum and the articles+ if any+ shall #e deli-ered to the registrar of companies and the registrar shall retain and register them.

E..e0) '. (e/*s)(a)*'n. 16.(1) 9n the registration of the memorandum of a company the registrar shall certify under his hand that the company is incorporated as a limited company. (-) 3rom the date of incorporation mentioned in the certificate of incorporation+ the su#scri#ers of the memorandum+ together with such other persons as may from time to time #ecome mem#ers of the company+ shall #e a #ody corporate #y the name contained in the memorandum+ capa#le forthwith of e"ercising all the functions of an incorporated company+ and ha-ing perpetual succession and a common seal+ #ut with such lia#ility on the part of the mem#ers to contri#ute to the assets of the company in the e-ent of its #eing wound up as is mentioned in this :aw.

P'4e( '. 0'm,an1 )' &'+d *mm'@a9+e ,(',e()1. 17.(1) & company incorporated under this :aw shall ha-e power to hold immo-a#le property in any part of the .olony without licenceC *ro-ided that a company formed for the purpose of promoting art+ science+ religion+ charity or any other li8e o#$ect not in-ol-ing the acquisition of gain #y the company or #y its indi-idual mem#ers+ shall not+ without the licence of the =o-ernor hold more than si" donums of land+ #ut the =o-ernor may #y licence empower any such company to hold lands in such quantity+ and su#$ect to such conditions+ as the =o-ernor thin8s fit. (-) & licence gi-en #y the =o-ernor under this section shall #e in accordance with the form set out in the Second Schedule or as near thereto as circumstances admit.

C'n0+3s*@eness '. 0e()*.*0a)e '. *n0'(,'(a)*'n. 1;.(1) & certificate of incorporation gi-en #y the registrar in respect of any association shall #e conclusi-e e-idence that all the requirements of this :aw in respect of registration and of matters precedent and incidental thereto ha-e #een complied with+ and that the association is a company authorised to #e registered and duly registered under this :aw.

22

(-) & statutory declaration #y a practising ad-ocate engaged in the formation of the company+ or #y a person named in the articles as a director or secretary of the company+ of compliance with all or any of the said requirements shall #e produced to the registrar+ and the registrar may accept such a declaration as sufficient e-idence of compliance.

Provisions with respect to Names of Companies.

Undes*(a9+e name. 1<. 7o company shall #e registered #y a name which in the opinion of the =o-ernor is undesira#le.

C&an/e '. name. 1=.(1) name. & company may #y special resolution and with the appro-al of the =o-ernor signified in writing change its

(-) If+ through inad-ertence or otherwise+ a company on its first registration or on its registration #y a new name is registered #y a name which+ in the opinion of the =o-ernor+ is too li8e the name #y which a company in e"istence is pre-iously registered+ the first6mentioned company may change its name with the sanction of the =o-ernor and+ if he so directs within si" months of its #eing registered #y that name+ shall change it within a period of si" wee8s from the date of the direction or such longer period as the =o-ernor may thin8 fit to allow. If a company ma8es default in complying with a direction under this su#section+ it shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continues.

;nn<

Ahere a company changes its name under this section+ the registrar shall enter the new name on the register in place of the former name+ and shall issue a certificate of incorporation altered to meet the circumstances of the case.

;oo<

& change of name #y a company under this section shall not affect any rights or o#ligations of the company or render defecti-e any legal proceedings #y or against the company+ and any legal proceedings that might ha-e #een continued or commenced against it #y its former name may #e continued or commenced against it #y its new name.

P'4e( )' d*s,ense 4*)& A+*m*)edB *n name '. 0&a(*)a9+e and ')&e( 0'm,an*es. ->.(1) Ahere it is pro-ed to the satisfaction of the =o-ernor that an association a#out to #e formed as a company is to #e formed for promoting commerce+ art+ science+ religion+ charity or any other useful o#$ect+ and intends to apply its profits+ if any+ or other income in promoting its o#$ects+ and to prohi#it the payment of any di-idend to its mem#ers+ the =o-ernor may #y licence direct that the association may #e registered as a company with limited lia#ility+ without the addition of the word 0limited1 to its name+ and the association may #e registered accordingly and shall+ on registration+ en$oy all the pri-ileges and+ su#$ect to the pro-isions of this section+ #e su#$ect to all the o#ligations of limited companies.

23

(-)

Ahere it is pro-ed to the satisfaction of the =o-ernor 6

;pp<

that the o#$ects of a company registered under this :aw as a limited company are restricted to those specified in su#6section ;1< and to o#$ects incidental or conduci-e theretoD and that #y its constitution the company is required to apply its profits+ if any+ or other income in promoting its o#$ects and is prohi#ited from paying any di-idend to its mem#ers+

;qq<

the =o-ernor may #y licence authorise the company to ma8e #y special resolution a change in its name including or consisting of the omission of the word 0limited+1 and su#section ;3< and ;4< of section 1 shall apply to a change of name under this su#section as they apply to a change of name under that section.

;rr<

& licence #y the =o-ernor under this section may #e granted on such conditions and su#$ect to such regulations as the =o-ernor thin8s fit+ and those conditions and regulations shall #e #inding on the #ody to which the licence is granted+ and+ where the grant is under su#section ;1<+ shall+ if the =o-ernor so directs+ #e inserted in the memorandum and articles+ or in one of those documents.

;ss<

& #ody to which a licence is granted under this section shall #e e"cepted from the pro-isions of this :aw relating to the use of the word 0limited1 as any part of its name+ the pu#lishing of its name and the sending of lists of mem#ers to the registrar of companies.

;tt<

& licence under this section may at any time #e re-o8ed #y the =o-ernor+ and upon re-ocation the registrar shall enter the word 0limited1 at the end of the name upon the register of the #ody to which it was granted+ and the #ody shall cease to en$oy the e"emptions and pri-ileges or+ as the case may #e+ the e"emptions granted #y this sectionC *ro-ided that+ #efore a licence is so re-o8ed+ the =o-ernor shall gi-e to the #ody notice in writing of his intention+ and shall afford it an opportunity of #eing heard in opposition to the re-ocation.

;uu<

Ahere a #ody in respect of which a licence under this section is in force alters the pro-isions of its memorandum with respect to its o#$ects+ the =o-ernor may+ unless he sees fit to re-o8e the licence+ -ary the licence #y ma8ing it su#$ect to such conditions and regulations as the =o-ernor thin8s fit+ in lieu of or in addition to the conditions and regulations+ if any+ to which the licence was formerly su#$ect.

;--<

Ahere a licence granted under this section to a #ody the name of which contains the words 0.ham#er of .ommerce1 is re-o8ed+ the #ody shall+ within a period of si" wee8s from the date of re-ocation or such longer period as the =o-ernor may thin8 fit to allow+ change its name to a name which does not contain those words+ and 6

;ww< the notice to #e gi-en under the pro-iso to su#6section ;5< to that #ody shall include a
statement of the effect of the foregoing pro-isions of this su#sectionD and

;""<

su#sections ;3< and ;4< of section 1' shall apply to a change of name under this su#6section as they apply to a change of name under that section.

If the #ody ma8es default in complying with the requirements of this su#section+ it shall #e lia#le to a fine not e"ceeding fifty pounds for e-ery day during which the default continues.

24

General Provisions with respect to Memorandum and Articles.

E..e0) '. mem'(and3m and a()*0+es. -1.(1) Su#$ect to the pro-isions of this :aw+ the memorandum and articles shall+ when registered+ #ind the company and the mem#ers thereof to the same e"tent as if they respecti-ely had #een signed and sealed #y each mem#er+ and contained co-enants on the part of each mem#er to o#ser-e all the pro-isions of the memorandum and of the articles. (-) &ll money paya#le #y any mem#er to the company under the memorandum or articles shall #e a de#t due from him to the company.

P('@*s*'n as )' mem'(and3m and a()*0+es '. 0'm,an*es +*m*)ed 91 /3a(an)ee. --.(1) In the case of a company limited #y guarantee and not ha-ing a share capital+ and registered after the commencement of this :aw+ e-ery pro-ision in the memorandum or articles or in any resolution of the company purporting to gi-e any person a right to participate in the di-isi#le profits of the company otherwise than as a mem#er shall #e -oid. (-) 3or the purpose of the pro-isions of this :aw relating to the memorandum of a company limited #y guarantee and of this section+ e-ery pro-ision in the memorandum or articles+ or in any resolution+ of a company limited #y guarantee and registered on or after the date aforesaid+ purporting to di-ide the underta8ing of the company into shares or interests shall #e treated as a pro-ision for a share capital+ notwithstanding that the nominal amount or num#er of the shares or interests is not specified there#y.

A+)e(a)*'ns *n mem'(and3m '( a()*0+es *n0(eas*n/ +*a9*+*)1 )' 0'n)(*93)e )' s&a(e 0a,*)a+ n') )' 9*nd e8*s)*n/ mem9e(s 4*)&'3) 0'nsen). -3. 7otwithstanding anything in the memorandum or articles of a company no mem#er of the company shall #e #ound #y an alteration made in the memorandum or articles after the date on which he #ecame a mem#er+ if and so far as the alteration requires him to ta8e or su#scri#e for more shares than the num#er held #y him at the date on which the alteration is made+ or in any way increases his lia#ility as at that date to contri#ute to the share capital of+ or otherwise to pay money to+ the companyC *ro-ided that this section shall not apply in any case where the mem#er agrees in writing+ either #efore or after the alteration is made+ to #e #ound there#y.

P'4e( )' a+)e( 0'nd*)*'ns *n mem'(and3m 4&*0& 0'3+d &a@e 9een 0'n)a*ned *n a()*0+es. -5.(1) Su#$ect to the pro-isions of sections 23 and 2(2+ any condition contained in a company5s memorandum which could lawfully ha-e #een contained in articles of association instead of in the memorandum may+ su#$ect to the pro-isions of this section+ #e altered #y the company #y special resolution. )he alteration shall not ta8e effect until+ and e"cept in so far as+ it is confirmed on petition #y the .ourt.

25

;yy<

)his section shall not apply where the memorandum itself pro-ides for or prohi#its the alteration of all or any of the said conditions+ and shall not authoriEe any -ariation or a#rogation of the special rights of any class of mem#ers.

;EE<

Su#sections ;3<+ ;4<+ ;5<+ ; < and ;!< of section ! shall apply in relation to any alteration and to any petition made under this section as they apply in relation to alterations and to petitions made under that section.

;aaa<

)his section shall apply to a company5s memorandum whether registered #efore or after the commencement of this :aw.

C',*es '. mem'(and3m and a()*0+es )' 9e /*@en )' mem9e(s. -6.(1) & company shall+ on #eing so required #y any mem#er+ send to him a copy of the memorandum and of the articles+ if any+ su#$ect to payment of fifty mils or such less sum as the company may prescri#e. (-) If a company ma8es default in complying with this section the company and e-ery officer of the company who is in default shall #e lia#le for each offence to a fine not e"ceeding one pound.

Iss3ed 0',*es '. mem'(and3m )' em9'd1 a+)e(a)*'ns. -7.(1) Ahere an alteration is made in the memorandum of a company+ e-ery copy of the memorandum issued after the date of the alteration shall #e in accordance with the alteration. (-) If+ where any such alteration has #een made+ the company at any time after the date of the alteration issues any copies of the memorandum which are not in accordance with the alteration+ it shall #e lia#le to a fine not e"ceeding one pound for each copy so issued+ and e-ery officer of the company who is in default shall #e lia#le to the li8e penalty.

Membership of Company.

De.*n*)*'n '. mem9e(. -;.(1) )he su#scri#ers of the memorandum of a company shall #e deemed to ha-e agreed to #ecome mem#ers of the company+ and on its registration shall #e entered as mem#ers in its register of mem#ers. (-) ,-ery other person who agrees to #ecome a mem#er of a company+ and whose name is entered in its register of mem#ers+ shall #e a mem#er of the company.

Mem9e(s&*, '. &'+d*n/ 0'm,an1.

-<.(1) ,"cept in the cases hereafter in this section mentioned+ a #ody corporate cannot #e a mem#er of a company which is its holding company+ and any allotment or transfer of shares in a company to its su#sidiary shall #e -oid.

;###< 7othing in this section shall apply where the su#sidiary is concerned as personal representati-e+ or where it
is concerned as trustee+ unless the holding company or a su#sidiary thereof is #eneficially interested under the trust and is not so interested only #y way of security for the purposes of a transaction entered into #y it in the ordinary course of a #usiness which includes the lending of money.

;ccc<

)his section shall not pre-ent a su#sidiary which is+ at the commencement of this :aw+ a mem#er of its holding company+ from continuing to #e a mem#er #ut+ su#$ect to su#section ;2<+ the su#sidiary shall ha-e no right to -ote at meetings of the holding company or any class of mem#ers thereof.

;ddd< Su#$ect to su#section ;2<+ su#sections ;1< and ;3< shall apply in relation to a nominee for a #ody corporate
which is a su#sidiary+ as if references in the said su#6sections ;1< and ;3< to such a #ody corporate included references to a nominee for it.

;eee<

In relation to a company limited #y guarantee which is a holding company+ the reference in this section to shares+ whether or not it has a share capital+ shall #e construed as including a reference to the interest of its mem#ers as such+ whate-er the form of that interest.

Private Companies.

Mean*n/ '. A,(*@a)e 0'm,an1B. -=.(1) 3or the purposes of this :aw+ the e"pression 0pri-ate company1 means a company which #y its articles 6

;fff<

restricts the right to transfer its sharesD and

;ggg< limits the num#er of its mem#ers to fifty+ not including persons who are in the
employment of the company and persons who+ ha-ing #een formerly in the employment of the company+ were while in that employment+ and ha-e continued after the determination of that employment to #e+ mem#ers of the companyD and

;hhh< prohi#its any in-itation to the pu#lic to su#scri#e for any shares or de#entures of the
company. (-) Ahere two or more persons hold one or more shares in a company $ointly+ they shall+ for the purposes of this section+ #e treated as a single mem#er.

C'nse23en0es '. de.a3+) *n 0'm,+1*n/ 4*)& 0'nd*)*'ns 0'ns)*)3)*n/ a 0'm,an1 a ,(*@a)e 0'm,an1. 3>. Ahere the articles of a company include the pro-isions which+ under section 2'+ are required to #e included in the articles of a company in order to constitute it a pri-ate company #ut default is made in complying with any of those pro-isions+ the company shall cease to #e entitled to the pri-ileges and e"emptions conferred on pri-ate

2!

companies under the pro-isions contained in section 32+ su#section ;1< of section 123+ paragraph ;d< of section 211 and paragraph ;i< of pro-iso ;a< to su#section ;1< of section 213+ and thereupon the pro-isions contained in the first+ third and fourth of those enactments shall apply to the company as if it were not a pri-ate company and the pro-isions contained in the second of those enactments shall cease to apply to the companyC *ro-ided that the .ourt+ on #eing satisfied that the failure to comply with the conditions was accidental or due to inad-ertence or to some other sufficient cause+ or that on other grounds it is $ust and equita#le to grant relief+ may+ on the application of the company or any other person interested and on such terms and conditions as seem to the .ourt $ust and e"pedient+ order that the company #e relie-ed from such consequences as aforesaid.

S)a)emen) *n +*e3 '. ,('s,e0)3s )' 9e de+*@e(ed )' (e/*s)(a( 91 0'm,an1 'n 0eas*n/ )' 9e ,(*@a)e 0'm,an1. 31.(1) If a company+ #eing a pri-ate company+ alters its articles in such manner that they no longer include the pro-isions which+ under section 2'+ are required to #e included in the articles of a company in order to constitute it a pri-ate company+ the company shall+ as on the date of the alteration+ cease to #e a pri-ate company and shall+ within a period of fourteen days after the said date+ deli-er to the registrar of companies for registration a statement in lieu of prospectus in the form and containing the particulars set out in *art I of the )hird Schedule and+ in the cases mentioned in *art II of that Schedule+ setting out the reports specified therein+ and the said *arts I and II shall ha-e effect su#$ect to the pro-isions contained in *art III of that ScheduleC *ro-ided that a statement in lieu of prospectus need not #e deli-ered under this su#section if within the said period of fourteen days a prospectus relating to the company which complies with the 3ourth Schedule+ is issued and is deli-ered to the registrar of companies as required #y section 41.

;iii<

,-ery statement in lieu of prospectus deli-ered under su#section ;1< shall+ where the persons ma8ing any such report as aforesaid ha-e made therein or ha-e+ without gi-ing the reasons+ indicated therein any such ad$ustments as are mentioned in paragraph 5 of the said )hird Schedule+ ha-e endorsed thereon or attached thereto a written statement signed #y those persons setting out the ad$ustments and gi-ing the reasons therefor.

;$$$<

If default is made in complying with su#section ;1< or ;2<+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine of fifty pounds.

;888< Ahere a statement in lieu of prospectus deli-ered to the registrar of companies under su#section ;1<
includes any untrue statement+ any person who authoriEed the deli-ery of the statement in lieu of prospectus for registration shall #e lia#le on con-iction to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds+ or to #oth such imprisonment and fine+ unless he pro-es either that the untrue statement was immaterial or that he had reasona#le ground to #elie-e and did up to the time of the deli-ery for registration of the statement in lieu of prospectus #elie-e that the untrue statement was true.

;lll<

3or the purposes of this section 6

;mmm<

a statement included in a statement in lieu of prospectus shall #e deemed to #e untrue if it is misleading in the form and conte"t in which it is includedD and

;nnn< a statement shall #e deemed to #e included in a statement in lieu of prospectus if it is

contained therein or in any report or memorandum appearing on the face thereof or #y reference incorporated therein.

2%

Reduction of Number of Members below egal Minimum.

Mem9e(s se@e(a++1 +*a9+e .'( de9)s 4&e(e 93s*ness 0a((*ed 'n 4*)& .e4e( )&an se@en? '( *n 0ase '. ,(*@a)e 0'm,an1 )4'? mem9e(s. 3-. If at any time the num#er of mem#ers of a company is reduced+ in the case of a pri-ate company+ #elow two+ or+ in the case of any other company+ #elow se-en+ and it carries on #usiness for more than si" months while the num#er is so reduced+ e-ery person who is a mem#er of the company during the time that it so carries on #usiness after those si" months and is cognisant of the fact that it is carrying on #usiness with fewer than two mem#ers+ or se-en mem#ers+ as the case may #e+ shall #e se-erally lia#le for the payment of the whole de#ts of the company contracted during that time+ and may #e se-erally sued therefor.

Contracts! etc.

F'(m '. 0'n)(a0)s. 33.(1) .ontracts on #ehalf of a company may #e made as follows 6

;ooo< a contract which if made #etween pri-ate persons would #e #y law required to #e in
writing+ and if made according to ,nglish :aw to #e under seal+ may #e made on #ehalf of the company in writing under the common seal of the companyD

;ppp< a contract which if made #etween pri-ate persons would #e #y law required to #e in
writing+ signed #y the parties to #e charged therewith+ may #e made on #ehalf of the company in writing signed #y any person acting under its authority+ e"press or impliedD

;qqq< a contract which if made #etween pri-ate persons would #y law #e -alid although made
#y parol only+ and not reduced into writing+ may #e made #y parol on #ehalf of the company #y any person acting under its authority+ e"press or implied.

;rrr<

& contract made according to this section shall #e effectual in law+ and shall #ind the company and its successors and all other parties thereto.

;sss<

& contract made according to this section may #e -aried or discharged in the same manner in which it is authoriEed #y this section to #e made.

33A. )ransactions entered into #y duly authorised directors of the company in fa-our of any person dealing with it in good faith #ind the company and are not su#$ect to any conditions or limitations e"cept where there is an e"press limitation of their powers in the Memorandum or &rticles of &ssociation of the company or in any other law.

2'

B*++s '. e80&an/e and ,('m*ss'(1 n')es. 35. & #ill of e"change or promissory note shall #e deemed to ha-e #een made+ accepted or endorsed on #ehalf of a company if made+ accepted or endorsed in the name of or #y or on #ehalf or on account of+ the company #y any person acting under its authority.

E8e03)*'n '. deeds a9('ad. 36.(1) & company may+ #y writing under its common seal+ empower any person+ either generally or in respect of any specified matters+ as its attorney+ to e"ecute deeds on its #ehalf in any place not situate in the .olony. (-) & deed signed #y such an attorney on #ehalf of the company and under his seal shall #ind the company and ha-e the same effect as if it were under its common seal.

P'4e( .'( 0'm,an1 )' &a@e '..*0*a+ sea+ .'( 3se a9('ad. 37.(1) & company whose o#$ects require or comprise the transaction of #usiness in foreign countries may+ if authorised #y its articles+ ha-e for use in any territory+ district+ or place not situate in the .olony+ an official seal+ which shall #e a facsimile of the common seal of the company+ with the addition on its face of the name of e-ery territory+ district or place where it is to #e used.

;ttt<

& deed or other document to which an official seal is duly affi"ed shall #ind the company as if it had #een sealed with the common seal of the company.

;uuu< & company ha-ing an official seal for use in any such territory+ district or place may+ #y writing under its
common seal+ authorise any person appointed for the purpose in that territory+ district or place to affi" the official seal to any deed or other document to which the company is party in that territory+ district or place.

;---< )he authority of any such agent shall+ as #etween the company and any person dealing with the agent+
continue during the period+ if any+ mentioned in the instrument conferring the authority+ or if no period is there mentioned+ then until notice of the re-ocation or determination of the agent5s authority has #een gi-en to the person dealing with him.

;www< )he person affi"ing any such official seal shall+ #y writing under his hand+ certify on the deed or other
instrument to which the seal is affi"ed the date on which and the place at which it is affi"ed.

Authentication of "ocuments.

A3)&en)*0a)*'n '. d'03men)s. 3;. & document or proceeding requiring authentication #y a company may #e signed #y a director+ secretary or other authorised officer of the company+ and need not #e under its common seal.

3(

PART II - SHARE CAPITAL AND DEBENTURES.

Prospectus.

Da)*n/ '. ,('s,e0)3s. 3<. & prospectus issued #y or on #ehalf of a company or in relation to an intended company shall #e dated+ and that date shall+ unless the contrary is pro-ed+ #e ta8en as the date of pu#lication of the prospectus.

Ma))e(s )' 9e s)a)ed and (e,'()s )' 9e se) '3) *n ,('s,e0)3s. 3=.(1) ,-ery prospectus issued #y or on #ehalf of a company+ or #y or on #ehalf of any person who is or has #een engaged or interested in the formation of the company+ must state the matters specified in *art I of the 3ourth Schedule and set out the reports specified in *art II of that Schedule+ and the said *arts I and II shall ha-e effect su#$ect to the pro-isions contained in *art III of that Schedule.

;"""< & condition requiring or #inding an applicant for shares in or de#entures of a company to wai-e
compliance with any requirement of this section+ or purporting to affect him with notice of any contract+ document or matter not specifically referred to in the prospectus+ shall #e -oid.

;yyy< It shall not #e lawful to issue any form of application for shares in or de#entures of a company unless the
form is issued with a prospectus which complies with the requirements of this sectionC *ro-ided that this su#section shall not apply if it is shown that the form of application was issued either 6

;EEE<

in connection with a #ona fide in-itation to a person to enter into an underwriting agreement with respect to the shares or de#enturesD or

;aaaa< in relation to shares or de#entures which were not offered to the pu#lic.
If any person acts in contra-ention of the pro-isions of this su#section+ he shall #e lia#le to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine. (5) In the e-ent of non6compliance with or contra-ention of any of the requirements of this section+ a director or other person responsi#le for the prospectus shall not incur any lia#ility #y reason of the non6compliance or contra-ention+ if 6

;####< as regards any matter not disclosed+ he pro-es that he was not cognisant thereofD or ;cccc< he pro-es that the non6compliance or contra-ention arose from an honest mista8e of fact
on his partD or

31

;dddd< the non6compliance or contra-ention was in respect of matters which in the opinion of
the .ourt dealing with the case were immaterial or was otherwise such as ought+ in the opinion of that .ourt+ ha-ing regard to all the circumstances of the case+ reasona#ly to #e e"cusedC *ro-ided that+ in the e-ent of failure to include in a prospectus a statement with respect to the matters specified in paragraph 1 of the 3ourth Schedule+ no director or other person shall incur any lia#ility in respect of the failure unless it #e pro-ed that he had 8nowledge of the matters not disclosed. (6) )his section shall not apply 6

;eeee< to the issue to e"isting mem#ers or de#enture holders of a company of a prospectus or

form of application relating to shares in or de#entures of the company+ whether an applicant for shares or de#entures will or will not ha-e the right to renounce in fa-our of other personsD or

;ffff<

to the issue of a prospectus or form of application relating to shares or de#entures which are or are to #e in all respects uniform with shares or de#entures pre-iously issued and for the time #eing dealt in or quoted on a prescri#ed stoc8 e"changeD

#ut+ su#$ect as aforesaid+ this section shall apply to a prospectus or a form of application whether issued on or with reference to the formation of a company or su#sequently. (7) 7othing in this section shall limit or diminish any lia#ility which any person may incur under the general law or this :aw apart from this section.

E8,e()Cs 0'nsen) )' *ss3e '. ,('s,e0)3s 0'n)a*n*n/ s)a)emen) 91 &*m. 5>.(1) & prospectus in-iting persons to su#scri#e for shares in or de#entures of a company and including a statement purporting to #e made #y an e"pert shall not #e issued unless 6

;gggg< he has gi-en and has not+ #efore deli-ery of a copy of the prospectus for registration+
withdrawn his written consent to the issue thereof with the statement included in the form and conte"t in which it is includedD and

;hhhh< a statement that he has gi-en and has not withdrawn his consent as aforesaid appears in
the prospectus.

;iiii<

If any prospectus is issued in contra-ention of this section the company and e-ery person who is 8nowingly a party to the issue thereof shall #e lia#le to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

;$$$$<

In this section the e"pression 0e"pert1 includes engineer+ -aluer+ accountant and any other person whose profession gi-es authority to a statement made #y him.

Re/*s)(a)*'n '. ,('s,e0)3s.

32

51.(1) 7o prospectus shall #e issued #y or on #ehalf of a company or in relation to an intended company unless+ on or #efore the date of its pu#lication+ there has #een deli-ered to the registrar of companies for registration a copy thereof signed #y e-ery person who is named therein as a director or proposed director of the company+ or #y his agent authoriEed in writing+ and ha-ing endorsed thereon or attached thereto 6

;8888< any consent to the issue of the prospectus required #y section 4( from any person as an
e"pertD and

;llll<

in the case of a prospectus issued generally ;that is to say+ issued to persons who are not e"isting mem#ers or de#enture holders of the company<+ also 6

;mmmm<

a copy of any contract required #y paragraph 14 of the 3ourth Schedule to #e stated in the prospectus or+ in the case of a contract not reduced into writing+ a memorandum gi-ing full particulars thereofD and

;nnnn< where the persons ma8ing any report required #y *art III of that Schedule ha-e
made therein+ or ha-e+ without gi-ing the reasons+ indicated therein+ any such ad$ustments as are mentioned in paragraph 2( of that Schedule+ a written statement signed #y those persons setting out the ad$ustments and gi-ing the reasons therefor. )he references in su#6paragraph ;i< of paragraph ;#< of this su#section to the copy of a contract required there#y to #e endorsed on or attached to a copy of the prospectus shall+ in the case of a contract wholly or partly in a foreign language+ #e ta8en as references to a copy of a translation of the contract in ,nglish or a copy em#odying a translation in ,nglish of the parts in a foreign language+ as the case may #e+ #eing a translation certified in the prescri#ed manner to #e a correct translation. (-) ,-ery prospectus shall+ on the face of it 6

;oooo< state that a copy has #een deli-ered for registration as required #y this sectionD and ;pppp< specify+ or refer to statements included in the prospectus which specify+ any documents
required #y this section to #e endorsed on or attached to the copy so deli-ered.

;qqqq< )he registrar shall not register a prospectus unless it is dated and the copy thereof signed in manner
required #y this section and unless it has endorsed thereon or attached thereto the documents ;if any< specified as aforesaid.

;rrrr<

If a prospectus is issued without a copy thereof #eing deli-ered under this section to the registrar or without the copy so deli-ered ha-ing endorsed thereon or attached thereto the required documents+ the company+ and e-ery person who is 8nowingly a party to the issue of the prospectus+ shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day from the date of the issue of the prospectus until a copy thereof is so deli-ered with the required documents endorsed thereon or attached thereto.

Res)(*0)*'n 'n a+)e(a)*'n '. )e(ms *n ,('s,e0)3s '( s)a)emen) *n +*e3 '. ,('s,e0)3s. 5-.(1) & company limited #y shares or a company limited #y guarantee and ha-ing a share capital shall not pre-iously to the statutory meeting -ary the terms of a contract referred to in the prospectus+ or statement in lieu of

33

prospectus+ e"cept su#$ect to the appro-al of the statutory meeting. (-) )his section shall not apply to a pri-ate company.

C*@*+ +*a9*+*)1 .'( m*s-s)a)emen)s *n ,('s,e0)3s. 53.(1) Su#$ect to the pro-isions of this section+ where a prospectus in-ites persons to su#scri#e for shares in or de#entures of a company+ the following persons shall #e lia#le to pay compensation to all persons who su#scri#e for any shares or de#entures on the faith of the prospects for the loss or damage they may ha-e sustained #y reason of any untrue statement included therein+ that is to say 6

;ssss< e-ery person who is a director of the company at the time of the issue of the prospectusD ;tttt<
e-ery person who has authoriEed himself to #e named and is named in the prospectus as a director or as ha-ing agreed to #ecome a director either immediately or after an inter-al of timeD

;uuuu< e-ery person #eing a promoter of the companyD and ;----< e-ery person who has authoriEed the issue of the prospectusC
*ro-ided that where+ under section 4(+ the consent of a person is required to the issue of a prospectus and he has gi-en that consent+ he shall not #y reason of his ha-ing gi-en it #e lia#le under this su#section as a person who has authoriEed the issue of the prospectus e"cept in respect of an untrue statement purporting to #e made #y him as an e"pert. (-) 7o person shall #e lia#le under su#section ;1< if he pro-es 6

;wwww<

that+ ha-ing consented to #ecome a director of the company+ he withdrew his consent #efore the issue of the prospectus+ and that it was issued without his authority or consentD or

;""""< that the prospectus was issued without his 8nowledge or consent+ and that on #ecoming
aware of its issue he forthwith ga-e reasona#le pu#lic notice that it was issued without his 8nowledge or consentD or

;yyyy< that+ after the issue of the prospectus and #efore allotment thereunder+ he+ on #ecoming
aware of any untrue statement therein+ withdrew his consent thereto and ga-e reasona#le pu#lic notice of the withdrawal and of the reason thereforD or

;EEEE< that 6 ;aaaaa< as regards e-ery untrue statement not purporting to #e made on the authority of
an e"pert or of a pu#lic official document or statement+ he had reasona#le ground to #elie-e+ and did up to the time of the allotment of the shares or de#entures+ as the case may #e+ #elie-e that the statement was trueD and

;#####<

as regards e-ery untrue statement purporting to #e a statement #y an

34

e"pert or contained in what purports to #e a copy of or e"tract from a report or -aluation of an e"pert+ it fairly represented the statement+ or was a correct and fair copy of or e"tract from the report or -aluation+ and he had reasona#le ground to #elie-e and did up to the time of the issue of the prospectus #elie-e that the person ma8ing the statement was competent to ma8e it and that person had gi-en the consent required #y section 4( to the issue of the prospectus and had not withdrawn that consent #efore deli-ery of a copy of the prospectus for registration or+ to the defendant5s 8nowledge #efore allotment thereunderD and

;ccccc< as regards e-ery untrue statement purporting to #e a statement made #y an

official person or contained in what purports to #e a copy of or e"tract from a pu#lic official document+ it was a correct and fair representation of the statement or copy of or e"tract from the documentC *ro-ided that this su#section shall not apply in the case of a person lia#le+ #y reason of his ha-ing gi-en a consent required of him #y the said section 4(+ as a person who has authoriEed the issue of the prospectus in respect of an untrue statement purporting to #e made #y him as an e"pert. (3) & person who+ apart from this su#section would under su#section ;1< #e lia#le+ #y reason of his ha-ing gi-en a consent required of him #y section 4( as a person who has authoriEed the issue of a prospectus in respect of an untrue statement purporting to #e made #y him as an e"pert shall not #e so lia#le if he pro-es 6

;ddddd<

that+ ha-ing gi-en his consent under the said section 4( to the issue of the prospectus+ he withdrew it in writing #efore deli-ery of a copy of the prospectus for registrationD or

;eeeee< that+ after deli-ery of a copy of the prospectus for registration and #efore allotment
thereunder+ he+ on #ecoming aware of the untrue statement+ withdrew his consent in writing and ga-e reasona#le pu#lic notice of the withdrawal+ and of the reason thereforD or

;fffff< that he was competent to ma8e the statement and that he had reasona#le ground to
#elie-e and did up to the time of the allotment of the shares or de#entures+ as the case may #e+ #elie-e that the statement was true. (5) Ahere 6

;ggggg<

the prospectus contains the name of a person as a director of the company+ or as ha-ing agreed to #ecome a director thereof+ and he has not consented to #ecome a director+ or has withdrawn his consent #efore the issue of the prospectus+ and has not authorised or consented to the issue thereofD or the consent of a person is required under section 4( to the issue of the prospectus and he either has not gi-en that consent or has withdrawn it #efore the issue of the prospectus+

;hhhhh<

the directors of the company+ e"cept any without whose 8nowledge or consent the prospectus was issued+ and any other person who authorised the issue thereof shall #e lia#le to indemnify the person named as aforesaid or whose consent was required as aforesaid+ as the case may #e+ against all damages+ costs and e"penses to which he may #e made lia#le #y reason of his name ha-ing #een inserted in the prospectus or of the inclusion therein of a statement purporting to #e made #y him as an e"pert+ as the case may #e+ or in defending himself against any action or legal

35

proceeding #rought against him in respect thereofC *ro-ided that a person shall not #e deemed for the purposes of this su#section to ha-e authorised the issue of a prospectus #y reason only of his ha-ing gi-en the consent required #y section 4( to the inclusion therein of a statement purporting to #e made #y him as an e"pert. (6) 3or the purposes of this section 6

;iiiii< the e"pression 0promoter1 means a promoter who was a party to the preparation of the
prospectus or of the portion thereof containing the untrue statement+ #ut does not include any person #y reason of his acting in a professional capacity for persons engaged in procuring the formation of the companyD and

;$$$$$< the e"pression 0e"pert1 has the same meaning as in section 4(.

C(*m*na+ +*a9*+*)1 .'( m*s-s)a)emen)s *n ,('s,e0)3s. 55.(1) Ahere a prospectus issued after the commencement of this :aw includes any untrue statement+ any person who authorised the issue of the prospectus shall #e lia#le on con-iction to imprisonment not e"ceeding two years+ or to a fine not e"ceeding one hundred pounds+ or to #oth such imprisonment and fine unless he pro-es either that the statement was immaterial or that he had reasona#le ground to #elie-e and did up to the time of the issue of the prospectus #elie-e that the statement was true. (-) & person shall not #e deemed for the purposes of this section to ha-e authorised the issue of a prospectus #y reason only of his ha-ing gi-en the consent required #y section 4( to the inclusion therein of a statement purporting to #e made #y him as an e"pert.

D'03men) 0'n)a*n*n/ '..e( '. s&a(es '( de9en)3(es .'( sa+e )' 9e deemed ,('s,e0)3s. 56.(1) Ahere a company allots or agrees to allot any shares in or de#entures of the company with a -iew to all or any of those shares or de#entures #eing offered for sale to the pu#lic+ any document #y which the offer for sale to the pu#lic is made shall for all purposes #e deemed to #e a prospectus issued #y the company+ and all enactments and rules of law as to the contents of prospectuses and to lia#ility in respect of statements in and omissions from prospectuses+ or otherwise relating to prospectuses+ shall apply and ha-e effect accordingly+ as if the shares or de#entures had #een offered to the pu#lic for su#scription and as if persons accepting the offer in respect of any shares or de#entures were su#scri#ers for those shares or de#entures+ #ut without pre$udice to the lia#ility+ if any+ of the persons #y whom the offer is made+ in respect of mis6statements contained in the document or otherwise in respect thereof. (-) 3or the purposes of this :aw+ it shall+ unless the contrary is pro-ed+ #e e-idence that an allotment of+ or an agreement to allot+ shares or de#entures was made with a -iew to the shares or de#entures #eing offered for sale to the pu#lic if it is shown 6

;88888<

that an offer of the shares or de#entures or of any of them for sale to the pu#lic was made within si" months after the allotment or agreement to allotD or

;lllll< that at the date when the offer was made the whole consideration to #e recei-ed #y the

company in respect of the shares or de#entures had not #een so recei-ed. (3) Section 3' as applied #y this section shall ha-e effect as if it required a prospectus to state in addition to the matters required #y that section to #e stated in a prospectus 6

;mmmmm< ;nnnnn<

the net amount of the consideration recei-ed or to #e recei-ed #y the company in respect of the shares or de#entures to which the offer relatesD and the place and time at which the contract under which the said shares or de#entures ha-e #een or are to #e allotted may #e inspectedD

and section 41 as applied #y this section shall ha-e effect as though the persons ma8ing the offer were persons named in a prospectus as directors of a company. (5) Ahere a person ma8ing an offer to which this section relates is a company or a firm+ it shall #e sufficient if the document aforesaid is signed on #ehalf of the company or firm #y two directors of the company or not less than half of the partners+ as the case may #e+ and any such director or partner may sign #y his agent authorised in writing.

In)e(,(e)a)*'n '. ,('@*s*'ns (e+a)*n/ )' ,('s,e0)3ses. 57. 3or the purposes of the foregoing pro-isions of this *art 6

;ooooo< ;ppppp<

a statement included in a prospectus shall #e deemed to #e untrue if it is misleading in the form and conte"t in which it is includedD and a statement shall #e deemed to #e included in a prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or #y reference incorporated therein or issued therewith.

Allotment.

P('&*9*)*'n '. a++')men) 3n+ess m*n*m3m s39s0(*,)*'n (e0e*@ed. 5;.(1) 7o allotment shall #e made of any share capital of a company offered to the pu#lic for su#scription unless the amount stated in the prospectus as the minimum amount which+ in the opinion of the directors+ must #e raised #y the issue of share capital in order to pro-ide for the matters specified in paragraph 4 of the 3ourth Schedule has #een su#scri#ed+ and the sum paya#le on application for the amount so stated has #een paid to and recei-ed #y the company. 3or the purposes of this su#section+ a sum shall #e deemed to ha-e #een paid to and recei-ed #y the company if a cheque for that sum has #een recei-ed in good faith #y the company and the directors of the company ha-e no reason for suspecting that the cheque will not #e paid.

;qqqqq<

)he amount so stated in the prospectus shall #e rec8oned e"clusi-ely of any amount paya#le otherwise than in cash and is in this :aw referred to as the 0minimum su#scription.1

3!

;rrrrr< )he amount paya#le on application on each share shall not #e less than fi-e per cent of the nominal amount
of the share.

;sssss< If the conditions aforesaid ha-e not #een complied with on the e"piration of forty days after the first issue
of the prospectus+ all money recei-ed from applicants for shares shall #e forthwith repaid to them without interest+ and+ if any such money is not so repaid within forty6eight days after the issue of the prospectus+ the directors of the company shall #e $ointly and se-erally lia#le to repay that money with interest at the rate of fi-e per cent per annum from the e"piration of the forty6eighth dayC *ro-ided that a director shall not #e lia#le if he pro-es that the default in the repayment of the money was not due to any misconduct or negligence on his part.

;ttttt< &ny condition requiring or #inding any applicant for shares to wai-e compliance with any requirement of
this section shall #e -oid.

;uuuuu<

)his section+ e"cept su#section ;3<+ shall not apply to any allotment of shares su#sequent to the first allotment of shares offered to the pu#lic for su#scription.

P('&*9*)*'n '. a++')men) *n 0e()a*n 0ases 3n+ess s)a)emen) *n +*e3 '. ,('s,e0)3s de+*@e(ed )' (e/*s)(a(. 5<.(1) & company ha-ing a share capital which does not issue a prospectus on or with reference to its formation+ or which has issued such a prospectus #ut has not proceeded to allot any of the shares offered to the pu#lic for su#scription+ shall not allot any of its shares or de#entures unless at least three days #efore the first allotment of either shares or de#entures there has #een deli-ered to the registrar of companies for registration a statement in lieu of prospectus signed #y e-ery person who is named therein as a director or a proposed director of the company or #y his agent authoriEed in writing+ in the form and containing the particulars set out in *art I of the 3ifth Schedule and+ in the cases mentioned in *art II of that Schedule+ setting out the reports specified therein+ and the said *arts I and II shall ha-e effect su#$ect to the pro-isions contained in *art III of that Schedule.

;-----<

,-ery statement in lieu of prospectus deli-ered under su#6section ;1< shall+ where the persons ma8ing any such report as aforesaid ha-e made therein or ha-e+ without gi-ing the reasons+ indicated therein any such ad$ustments as are mentioned in paragraph 5 of the said 3ifth Schedule+ ha-e endorsed thereon or attached thereto a written statement signed #y those persons setting out the ad$ustments and gi-ing the reasons therefor.

;wwwww< ;"""""<

)his section shall not apply to a pri-ate company.

If a company acts in contra-ention of su#section ;1< or ;2<+ the company and e-ery director of the company who 8nowingly and wilfully authoriEes or permits the contra-ention shall #e lia#le to a fine not e"ceeding one hundred pounds.

;yyyyy<

Ahere a statement in lieu of prospectus deli-ered to the registrar of companies under su#section ;1< includes any untrue statement+ any person who authoriEed the deli-ery of the statement in lieu of prospectus for registration shall #e lia#le on con-iction to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds+ or to #oth such imprisonment and fine unless he pro-es either that the untrue statement was immaterial or that he had reasona#le ground to #elie-e and did up to the time of deli-ery for registration of the statement in lieu of prospectus #elie-e that the untrue statement was true.

;EEEEE< 3or the purposes of this section 6

3%

;aaaaaa<

a statement included in a statement in lieu of prospectus shall #e deemed to #e untrue if it is misleading in the form and conte"t in which it is includedD and a statement shall #e deemed to #e included in a statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or #y reference incorporated therein.

;######<

E..e0) '. *((e/3+a( a++')men). 5=.(1) &n allotment made #y a company to an applicant in contra-ention of the pro-isions of sections 4! and 4% shall #e -oida#le at the instance of the applicant within one month after the holding of the statutory meeting of the company and not later+ or+ in any case where the company is not required to hold a statutory meeting+ or where the allotment is made after the holding of the statutory meeting+ within one month after the date of the allotment+ and not later+ and shall #e so -oida#le notwithstanding that the company is in course of #eing wound up. (-) If any director of a company 8nowingly contra-enes+ or permits or authoriEes the contra-ention of+ any of the pro-isions of the said sections with respect to allotment+ he shall #e lia#le to compensate the company and the allottee respecti-ely for any loss+ damages or costs which the company or the allottee may ha-e sustained or incurred there#yC *ro-ided that proceedings to reco-er any such loss+ damages+ or costs shall not #e commenced after the e"piration of two years from the date of the allotment.

A,,+*0a)*'n .'(? and a++')men) '.? s&a(es and de9en)3(es. 6>.(1) 7o allotment shall #e made of any shares in or de#entures of a company in pursuance of a prospectus issued generally and no proceedings shall #e ta8en on applications made in pursuance of a prospectus so issued+ until the #eginning of the third day after that on which the prospectus is first so issued or such later time ;if any< as may #e specified in the prospectus. )he #eginning of the said third day or such later time as aforesaid is hereafter in this :aw referred to as 0the time of the opening of the su#scription lists.1 (-) In su#section ;1< the reference to the day on which the prospectus is first issued generally shall #e construed as referring to the day on which it is first so issued as a newspaper ad-ertisementC *ro-ided that+ if it is not so issued as a newspaper ad-ertisement #efore the third day after that on which it is first so issued in any other manner+ the said reference shall #e construed as referring to the day on which it is first so issued in any manner.

;cccccc<

)he -alidity of an allotment shall not #e affected #y any contra-ention of the foregoing pro-isions of this section #ut+ in the e-ent of any such contra-ention+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fi-e hundred pounds.

;dddddd<

In the application of this section to a prospectus offering shares or de#entures for sale+ the foregoing su#sections shall ha-e effect with the su#stitution of references to sale for references to allotment+ and with the su#stitution for the reference to the company and e-ery officer of the company who is in default of a

3'

reference to any person #y or through whom the offer is made and who 8nowingly and wilfully authorises or permits the contra-ention.

;eeeeee<

&n application for shares in or de#entures of a company which is made in pursuance of a prospectus issued generally shall not #e re-ocera#le until after the e"piration of the third day after the time of the opening of the su#scription lists+ or the gi-ing #efore the e"piration of the said third day+ #y some person responsi#le under section 43 for the prospectus+ of a pu#lic notice ha-ing the effect under that section of e"cluding or limiting the responsi#ility of the person gi-ing it.

;ffffff< In rec8oning for the purposes of this section the third day after another day+ any inter-ening day which is a
Saturday or Sunday or which is a #an8 holiday shall #e disregarded+ and if the third day+ as so rec8oned+ is itself a Saturday or Sunday or such a #an8 holiday there shall for the said purposes #e su#stituted the first day thereafter which is none of them.

Re)3(n as )' a++')men)s. 61.(1) Ahene-er a company limited #y shares or a company limited #y guarantee and ha-ing a share capital ma8es any allotment of its shares+ the company shall within one month thereafter deli-er to the registrar of companies for registration 6

;gggggg<

a return of the allotments+ stating the num#er and nominal amount of the shares comprised in the allotment+ the names+ addresses and descriptions of the allottees+ and the amount+ if any+ paid or due and paya#le on each shareD and in the case of shares allotted as fully or partly paid up otherwise than in cash+ a contract in writing constituting the title of the allottee to the allotment together with any contract of sale+ or for ser-ices or other consideration in respect of which that allotment was made+ such contracts #eing duly stamped+ and a return stating the num#er and nominal amount of shares so allotted+ the e"tent to which they are to #e treated as paid up+ and the consideration for which they ha-e #een allotted.

;hhhhhh<

;iiiiii< Ahere such a contract as a#o-e mentioned is not reduced to writing+ the company shall within one month
after the allotment deli-er to the registrar of companies for registration the prescri#ed particulars of the contract stamped with the same stamp duty as would ha-e #een paya#le if the contract had #een reduced to writing.

;$$$$$$< If default is made in complying with this section+ e-ery officer of the company who is in default shall #e
lia#le to a fine not e"ceeding fifty pounds for e-ery day during which the default continuesC *ro-ided that+ in case of default in deli-ering to the registrar of companies within one month after the allotment any document required to #e deli-ered #y this section+ the company+ or any officer lia#le for the default+ may apply to the .ourt for relief+ and the .ourt+ if satisfied that the omission to deli-er the document was accidental or due to inad-ertance or that it is $ust and equita#le to grant relief+ may ma8e an order e"tending the time for the deli-ery of the document for such period as the .ourt may thin8 proper.

Commissions and "iscounts! etc.

4(

P'4e( )' ,a1 0e()a*n 0'mm*ss*'ns? and ,('&*9*)*'n '. ,a1men) '. a++ ')&e( 0'mm*ss*'ns? d*s0'3n)s? e)0. 6-.(1) It shall #e lawful for a company to pay a commission to any person in consideration of his su#scri#ing or agreeing to su#scri#e+ whether a#solutely or conditionally+ for any shares in the company+ or procuring or agreeing to procure su#scriptions+ whether a#solute or conditional+ for any shares in the company if 6

;888888<

the payment of the commission is authoriEed #y the articlesD and

;llllll< the commission paid or agreed to #e paid does not e"ceed ten per cent of the price at
which the shares are issued or the amount or rate authoriEed #y the articles+ whiche-er is the lessD and

;mmmmmm< the amount or rate per cent of the commission paid or agreed to #e paid is 6 ;nnnnnn< ;oooooo<
in the case of shares offered to the pu#lic for su#scription+ disclosed in the prospectusD or in the case of shares not offered to the pu#lic for su#scription+ disclosed in the statement in lieu of prospectus+ or in a statement in the prescri#ed form signed in li8e manner as a statement in lieu of prospectus and deli-ered #efore the payment of the commission to the registrar of companies for registration+ and+ where a circular or notice+ not #eing a prospectus+ in-iting su#scription for the shares is issued+ also disclosed in that circular or noticeD and

0d1

the num#er of shares which persons ha-e agreed for a commission to su#scri#e a#solutely is disclosed in manner aforesaid.

;pppppp<

Sa-e as aforesaid+ no company shall apply any of its shares or capital money either directly or indirectly in payment of any commission+ discount or allowance to any person in consideration of his su#scri#ing or agreeing to su#scri#e+ whether a#solutely or conditionally+ for any shares in the company+ or procuring or agreeing to procure su#scriptions+ whether a#solute or conditional+ for any shares in the company+ whether the shares or money #e so applied #y #eing added to the purchase money of any property acquired #y the company or to the contract price of any wor8 to #e e"ecuted for the company+ or the money #e paid out of the nominal purchase money or contract price+ or otherwise.

;qqqqqq<

7othing in this section shall affect the power of any company to pay such #ro8erage as it has heretofore #een lawful for a company to pay.

;rrrrrr< & -endor to+ promoter of+ or other person who recei-es payment in money or shares from+ a company shall
ha-e and shall #e deemed always to ha-e had power to apply any part of the money or shares so recei-ed in payment of any commission+ the payment of which+ if made directly #y the company+ would ha-e #een legal under this section.

;ssssss<

If default is made in complying with the pro-isions of this section relating to the deli-ery to the registrar of the statement in the prescri#ed form+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding twenty6fi-e pounds.

41

P('&*9*)*'n '. ,('@*s*'n '. .*nan0*a+ ass*s)an0e 91 0'm,an1 .'( ,3(0&ase '. '( s39s0(*,)*'n .'( *)s '4n? '( *)s &'+d*n/ 0'm,an1Cs? s&a(es. 63.(1) Su#$ect as pro-ided in this section+ it shall not #e lawful for a company to gi-e+ whether directly or indirectly+ and whether #y means of a loan+ guarantee+ the pro-ision of security or otherwise+ any financial assistance for the purpose of or in connection with a purchase or su#scription made or to #e made #y any person of or for any shares in the company+ or+ where the company is a su#sidiary company+ in its holding companyC *ro-ided that nothing in this section shall #e ta8en to prohi#it 6

;tttttt< where the lending of money is part of the ordinary #usiness of a company+ the lending of
money #y the company in the ordinary course of its #usinessD

;uuuuuu<

the pro-ision #y a company+ in accordance with any scheme for the time #eing in force+ of money for the purchase of+ or su#scription for+ fully paid shares in the company or its holding company+ #eing a purchase or su#scription #y trustees of or for shares to #e held #y or for the #enefit of employees of the company+ including an director holding a salaried employment or office in the companyD the ma8ing #y a company of loans to persons+ other than directors+ #ona fide in the employment of the company with a -iew to ena#ling those persons to purchase or su#scri#e for fully paid shares in the company or its holding company to #e held #y themsel-es #y way of #eneficial ownership.

;------<

(-) If a company acts in contra-ention of this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding one hundred pounds.

Construction of References to offering #hares or "ebentures to the Public.

C'ns)(30)*'n '. (e.e(en0es )' '..e(*n/ s&a(es '( de9en)3(es )' )&e ,39+*0. 65.(1) &ny reference in this :aw to offering shares or de#entures to the pu#lic shall+ su#$ect to any pro-ision to the contrary contained therein+ #e construed as including a reference to offering them to any section of the pu#lic+ whether selected as mem#ers or de#enture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner+ and references in this :aw or in a company5s articles to in-itations to the pu#lic to su#scri#e for shares or de#entures shall+ su#$ect as aforesaid+ #e similarly construed. (-) Su#section ;1< shall not #e ta8en as requiring any offer or in-itation to #e treated as made to the pu#lic if it can properly #e regarded+ in all the circumstances+ as not #eing calculated to result+ directly or indirectly+ in the shares or de#entures #ecoming a-aila#le for su#scription or purchase #y persons other than those recei-ing the offer or in-itation+ or otherwise as #eing a domestic concern of the persons ma8ing and recei-ing it+ and in particular 6

;wwwwww<

a pro-ision in a company5s articles prohi#iting in-itations to the pu#lic to su#scri#e for shares or de#entures shall not #e ta8en as prohi#iting the ma8ing to mem#ers or de#enture holders of an in-itation which can properly #e regarded as aforesaidD and

42

;""""""<

the pro-isions of this :aw relating to pri-ate companies shall #e construed accordingly.

$ssue of #hares at Premium and "iscount and Redeemable Preference #hares.

A,,+*0a)*'n '. ,(em*3ms (e0e*@ed 'n *ss3e '. s&a(es. 66.(1) Ahere a company issues shares at a premium+ whether for cash or otherwise+ a sum equal to the aggregate amount or -alue of the premiums on those shares shall #e transferred to an account+ to #e called 0the share premium account+1 and the pro-isions of this :aw relating to the reduction of the share capital of a company shall+ e"cept as pro-ided in this section+ apply as if the share premium account were paid up share capital of the company. (-) )he share premium account may+ not6withstanding anything in su#section ;1<+ #e applied #y the company in paying up unissued shares of the company to #e issued to mem#ers of the company as fully paid #onus shares+ in writing off 6

;yyyyyy< ;EEEEEE<

the preliminary e"penses of the companyD or

the e"penses of+ or the commission paid or discount allowed on+ any issue of shares or de#entures of the companyD

or in pro-iding for the premium paya#le on redemption of any redeema#le preference shares or of any de#entures of the company. (3) Ahere a company has #efore the commencement of this :aw issued any shares at a premium+ this section shall apply as if the shares had #een issued after the commencement of this :awC *ro-ided that any part of the premiums which has #een so applied that it does not at the commencement of this :aw form an identifia#le part of the company5s reser-es within the meaning of the ,ighth Schedule shall #e disregarded in determining the sum to #e included in the share premium account.

P'4e( )' *ss3e s&a(es a) a d*s0'3n). 67.(1) Su#$ect as pro-ided in this section+ it shall #e lawful for a company to issue at a discount shares in the company of a class already issuedC *ro-ided that 6

;aaaaaaa<

the issue of the shares at a discount must #e authoriEed #y resolution passed in general meeting of the company+ and must #e sanctioned #y the .ourtD the resolution must specify the ma"imum rate of discount at which the shares are to #e issuedD

;#######<

43

;ccccccc<

not less than one year must at the date of the issue ha-e elapsed since the date on which the company was entitled to commence #usinessD the shares to #e issued at a discount must #e issued within one month after the date on which the issue is sanctioned #y the .ourt or within such e"tended time as the .ourt may allow.

;ddddddd<

;eeeeeee<

Ahere a company has passed a resolution authoriEing the issue of shares at a discount+ it may apply to the .ourt for an order sanctioning the issue+ and on any such application the .ourt+ if+ ha-ing regard to all the circumstances of the case+ it thin8s proper so to do+ may ma8e an order sanctioning the issue on such terms and conditions as it thin8s fit.

;fffffff< ,-ery prospectus relating to the issue of the shares must contain particulars of the discount allowed on the
issue of the shares or of so much of that discount as has not #een written off at the date of the issue of the prospectus. If default is made in complying with this su#section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

P'4e( )' *ss3e (edeema9+e ,(e.e(en0e s&a(es. 6;.(1) Su#$ect to the pro-isions of this section+ a company limited #y shares may+ if so authoriEed #y its articles+ issue preference shares which are+ or at the option of the company are to #e lia#le+ to #e redeemedC *ro-ided that 6

;ggggggg<

no such shares shall #e redeemed e"cept out of profits of the company which would otherwise #e a-aila#le for di-idend or out of the proceeds of a fresh issue of shares made for the purposes of the redemptionD no such shares shall #e redeemed unless they are fully paidD

;hhhhhhh<

;iiiiiii< the premium+ if any+ paya#le on redemption+ must ha-e #een pro-ided for out of the
profits of the company or out of the company5s share premium account #efore the shares are redeemedD

;$$$$$$$< where any such shares are redeemed otherwise than out of the proceeds of a fresh issue+
there shall out of profits which would otherwise ha-e #een a-aila#le for di-idend #e transferred to a reser-e fund+ to #e called 0the capital redemption reser-e fund1+ a sum equal to the nominal amount of the shares redeemed+ and the pro-isions of this :aw relating to the reduction of the share capital of a company shall+ e"cept as pro-ided in this section+ apply as if the capital redemption reser-e fund were paid6up share capital of the company.

;8888888<

Su#$ect to the pro-isions of this section+ the redemption of preference shares thereunder may #e effected on such terms and in such manner as may #e pro-ided #y the articles of the company.

;lllllll< )he redemption of preference shares under this section #y a company shall not #e ta8en as reducing the
amount of the company5s authoriEed share capital.

44

;mmmmmmm<

Ahere in pursuance of this section a company has redeemed or is a#out to redeem any preference shares+ it shall ha-e power to issue shares up to the nominal amount of the shares redeemed or to #e redeemed as if those shares had ne-er #een issued+ and accordingly the share capital of the company shall not for the purposes of any enactments relating to stamp duty #e deemed to #e increased #y the issue of shares in pursuance of this su#sectionC *ro-ided that+ where new shares are issued #efore the redemption of the old shares+ the new shares shall not+ so far as relates to stamp duty+ #e deemed to ha-e #een issued in pursuance of this su#section unless the old shares are redeemed within one month after the issue of the new shares. (6) )he capital redemption reser-e fund may+ notwithstanding anything in this section+ #e applied #y the company in paying up unissued shares of the company to #e issued to mem#ers of the company as fully paid #onus shares.

Miscellaneous Provisions as to #hare Capital.

P'4e( '. 0'm,an1 )' a((an/e .'( d*..e(en) am'3n)s 9e*n/ ,a*d 'n s&a(es. 6<. & company+ if so authoriEed #y its articles+ may do any one or more of the following things 6

;nnnnnnn< ;ooooooo< ;ppppppp<

ma8e arrangements on the issue of shares for a difference #etween the share6 holders in the amounts and times of payment of calls on their sharesD accept from any mem#er the whole or a part of the amount remaining unpaid on any shares held #y him+ although no part of that amount has #een called upD pay di-idend in proportion to the amount paid upon each share where a larger amount is paid upon some shares than on others.

Rese(@e +*a9*+*)1 '. 0'm,an1. 6=. & company may #y special resolution determine that any portion of its share capital which has not #een already called up shall not #e capa#le of #eing called up e"cept in the e-ent and for the purposes of the company #eing wound up+ and thereupon that portion of its share capital shall not #e capa#le of #eing called up e"cept in the e-ent and for the purposes aforesaid.

P'4e( '. 0'm,an1 +*m*)ed 91 s&a(es )' a+)e( *)s s&a(e 0a,*)a+. 7>.(1) & company limited #y shares or a company limited #y guarantee and ha-ing a share capital+ if so authoriEed #y its articles+ may alter the conditions of its memorandum as follows+ that is to say+ it may 6

;qqqqqqq<

increase its share capital #y new shares of such amount as it thin8s e"pedientD

45

;rrrrrrr<

consolidate and di-ide all or any of its share capital into shares of larger amount than its e"isting sharesD con-ert all or any of its paid6up shares into stoc8+ and recon-ert that stoc8 into paid6up shares of any denominationD

;sssssss<

;ttttttt< su#di-ide its shares+ or any of them+ into shares of smaller amount than is fi"ed #y the
memorandum+ so+ howe-er+ that in the su#di-ision the proportion #etween the amount paid and the amount+ if any+ unpaid on each reduced share shall #e the same as it was in the case of the share from which the reduced share is deri-edD

;uuuuuuu<

cancel shares which+ at the date of the passing of the resolution in that #ehalf+ ha-e not #een ta8en or agreed to #e ta8en #y any person+ and diminish the amount of its share capital #y the amount of the shares so cancelled.

;-------<

)he powers conferred #y this section must #e e"ercised #y the company in general meeting.

;wwwwwww< & cancellation of shares in pursuance of this section shall not #e deemed to #e a reduction of share
capital within the meaning of this :aw.

N')*0e )' (e/*s)(a( '. 0'ns'+*da)*'n '. s&a(e 0a,*)a+? 0'n@e(s*'n '. s&a(es *n)' s)'0D? e)0. 71.(1) If a company ha-ing a share capital has 6

;"""""""< ;yyyyyyy< ;EEEEEEE<

consolidated and di-ided its share capital into shares of larger amount than its e"isting sharesD or con-erted any shares into stoc8D or recon-erted stoc8 into sharesD or su#di-ided its shares or any of themD or redeemed any redeema#le preference sharesD or

;aaaaaaaa< ;########< ;cccccccc<

cancelled any shares+ otherwise than in connection with a reduction of share capital under section 4 of this :aw+

it shall within one month after so doing gi-e notice thereof to the registrar of companies specifying+ as the case may #e+ the shares+ consolidated+ di-ided+ con-erted+ su#di-ided+ redeemed or cancelled+ or the stoc8 recon-erted. (-) If default is made in complying with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

N')*0e '. *n0(ease '. s&a(e 0a,*)a+.

7-.(1) Ahere a company ha-ing a share capital whether its shares ha-e or ha-e not #een con-erted into+ stoc8+ has increased its share capital #eyond the registered capital+ it shall+ within fifteen days after the passing of the resolution authoriEing the increase+ gi-e to the registrar of companies notice of the increase+ and the registrar shall record the increase.

;dddddddd<

)he notice to #e gi-en as aforesaid shall include such particulars as may #e prescri#ed with respect to the classes of shares affected and the conditions su#$ect to which the new shares ha-e #een or are to #e issued+ and there shall #e forwarded to the registrar of companies together with the notice a printed copy of the resolution authoriEing the increase.

;eeeeeeee<

If default is made in complying with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

P'4e( '. 0'm,an1 )' ,a1 *n)e(es) '3) '. 0a,*)a+ *n 0e()a*n 0ases. 73. Ahere any shares of a company are issued for the purpose of raising money to defray the e"penses of the construction of any wor8s or #uildings or the pro-ision of any plant which cannot #e made profita#le for a lengthened period+ the company may pay interest on so much of that share capital as is for the time #eing paid up for the period and su#$ect to the conditions and restrictions in this section mentioned+ and may charge the sum so paid #y way of interest to capital as part of the cost of construction of the wor8 or #uilding+ or the pro-ision of plantC *ro-ided that 6

;ffffffff<

no such payment shall #e made unless it is authoriEed #y the articles or #y special resolutionD no such payment+ whether authoriEed #y the articles or #y special resolution+ shall #e made without the pre-ious sanction of the =o-ernorD #efore sanctioning any such payment the =o-ernor may+ at the e"pense of the company+ appoint a person to inquire and report to him as to the circumstances of the case+ and may+ #efore ma8ing the appointment+ require the company to gi-e security for the payment of the costs of the inquiryD

;gggggggg< ;hhhhhhhh<

;iiiiiiii< the payment shall #e made only for such period as may #e determined #y the =o-ernor+
and that period shall in no case e"tend #eyond the close of the half6year ne"t after the half6year during which the wor8s or #uildings ha-e #een actually completed or the plant pro-idedD

;$$$$$$$$< the rate of interest shall in no case e"ceed four per cent per annum or such other rate as
may for the time #eing #e prescri#ed #y order of the =o-ernorD

;88888888<

the payment of the interest shall not operate as a reduction of the amount paid up on the shares in respect of which it is paid.

Reduction of #hare Capital.

4!

S,e0*a+ (es'+3)*'n .'( (ed30)*'n '. s&a(e 0a,*)a+. 75.(1) Su#$ect to confirmation #y the .ourt+ a company limited #y shares or a company limited #y guarantee and ha-ing a share capital may+ if so authoriEed #y its articles+ #y special resolution reduce its share capital in any way+ and in particular+ without pre$udice to the generality of the foregoing power+ may 6

;llllllll< e"tinguish or reduce the lia#ility on any of its shares in respect of share capital not paid
up D or

;mmmmmmmm<

either with or without e"tinguishing or reducing lia#ility on any of its shares+ cancel any paid6up share capital which is lost or unrepresented #y a-aila#le assetsD or either with or without e"tinguishing or reducing lia#ility on any of its shares+ pay off any paid6up share capital which is in e"cess of the wants of the companyD

;nnnnnnnn<

and may+ if so far as is necessary+ alter its memorandum #y reducing the amount of its share capital and of its shares accordingly. (-) & special resolution under this section is in this :aw referred to as a 0resolution for reducing share capital.1

A,,+*0a)*'n )' C'3() .'( 0'n.*(m*n/ '(de(? '9:e0)*'ns 91 0(ed*)'(s? and se))+emen) '. +*s) '. '9:e0)*n/ 0(ed*)'(s. 76.(1) Ahere a company has passed a resolution for reducing share capital+ it may apply to the .ourt for an order confirming the reduction. (-) Ahere the proposed reduction of share capital in-ol-es either diminution of lia#ility in respect of unpaid share capital or the payment to any shareholder of any paid6up share capital+ and in any other case if the .ourt so directs+ the following pro-isions shall ha-e effect+ su#$ect ne-ertheless to su#section ;3<C6

;oooooooo<

e-ery creditor of the company who at the date fi"ed #y the .ourt is entitled to any de#t or claim which+ if that date were the commencement of the winding up of the company+ would #e admissi#le in proof against the company+ shall #e entitled to o#$ect to the reductionD the .ourt shall settle a list of creditors so entitled to o#$ect+ and for that purpose shall ascertain+ as far as possi#le without requiring an application from any creditor+ the names of those creditors and the nature and amount of their de#ts or claims+ and may pu#lish notices fi"ing a day or days within which creditors not entered on the list are to claim to #e so entered or are to #e e"cluded from the right of o#$ecting to the reductionD where a creditor entered on the list whose de#t or claim is not discharged or has not determined does not consent to the reduction+ the .ourt may+ if it thin8s fit+ dispense with the consent of that creditor+ on the company securing payment of his de#t or claim #y appropriating+ as the .ourt may direct+ the following amount 6

;pppppppp<

;qqqqqqqq<

4%

;rrrrrrrr<

if the company admits the full amount of the de#t or claim+ or+ though not admitting it+ is willing to pro-ide for it+ then the full amount of the de#t or claimD if the company does not admit and is not willing to pro-ide for the full amount of the de#t or claim+ or if the amount is contingent or not ascertained+ then an amount fi"ed #y the .ourt after the li8e inquiry and ad$udication as if the company were #eing wound up #y the .ourt.

;ssssssss<

(3) Ahere a proposed reduction of share capital in-ol-es either the diminution of any lia#ility in respect of unpaid share capital or the payment to any shareholder of any paid6up share capital+ the .ourt may+ if+ ha-ing regard to any special circumstances of the case+ it thin8s proper so to do+ direct that su#section ;2< shall not apply as regards any class or any classes of creditors.

O(de( 0'n.*(m*n/ (ed30)*'n and ,'4e(s '. C'3() 'n maD*n/ s30& '(de(. 77.(1) )he .ourt+ if satisfied+ with respect to e-ery creditor of the company who under section 5+ is entitled to o#$ect to the reduction+ that either his consent to the reduction has #een o#tained or his de#t or claim has #een discharged or has determined+ or has #een secured+ may ma8e an order confirming the reduction on such terms and conditions as it thin8s fit. (-) Ahere the .ourt ma8es any such order+ it may 6

;tttttttt< if for any special reason it thin8s proper so to do+ ma8e an order directing that the
company shall+ during such period+ commencing on or at any time after the date of the order+ as is specified in the order+ add to its name as the last words thereof the words 0and reduced1D and

;uuuuuuuu<

ma8e an order requiring the company to pu#lish as the .ourt directs the reasons for reduction or such other information in regard thereto as the .ourt may thin8 e"pedient with a -iew to gi-ing proper information to the pu#lic+ and+ if the .ourt thin8s fit+ the causes which led to the reduction.

(3) Ahere a company is ordered to add to its name the words 0and reduced+1 those words shall+ until the e"piration of the period specified in the order+ #e deemed to #e part of the name of the company.

Re/*s)(a)*'n '. '(de( and m*n3)e '. (ed30)*'n. 7;.(1) )he registrar of companies+ on production to him of an order of the .ourt confirming the reduction of the share capital of a company+ and the deli-ery to him of a copy of the order and of a minute appro-ed #y the .ourt showing+ with respect to the share capital of the company altered #y the order+ the amount of the share capital+ the num#er of shares into which it is to #e di-ided+ and the amount of each share+ and the amount+ if any+ at the date of the registration deemed to #e paid up on each share+ shall register the order and minute.

;--------<

9n the registration of the order and minute+ and not #efore+ the resolution for reducing share capital as confirmed #y the order so registered shall ta8e effect.

4'

;wwwwwwww< ;""""""""<

7otice of the registration shall #e pu#lished in such manner as the .ourt may direct.

)he registrar shall certify under his hand the registration of the order and minute+ and his certificate shall #e conclusi-e e-idence that all the requirements of this :aw with respect to reduction of share capital ha-e #een complied with+ and that the share capital of the company is such as is stated in the minute.

;yyyyyyyy< ;EEEEEEEE<

)he minute when registered shall #e deemed to #e su#stituted for the corresponding part of the memorandum+ and shall #e -alid and altera#le as if it had #een originally contained therein. )he su#stitution of any such minute as aforesaid for part of the memorandum of the company shall #e deemed to #e an alteration of the memorandum within the meaning of section 2 .

L*a9*+*)1 '. mem9e(s *n (es,e0) '. (ed30ed s&a(es. 7<.(1) In the case of a reduction of share capital+ a mem#er of the company+ past or present+ shall not #e lia#le in respect of any share to any call or contri#ution e"ceeding in amount the difference+ if any+ #etween the amount of the share as fi"ed #y the minute and the amount paid+ or the reduced amount+ if any+ which is to #e deemed to ha-e #een paid+ on the share+ as the case may #eC *ro-ided that+ if any creditor+ entitled in respect of any de#t or claim to o#$ect to the reduction of share capital+ is+ #y reason of his ignorance of the proceedings for reduction+ or of their nature and effect with respect to his claim+ not entered on the list of creditors+ and+ after the reduction+ the company is una#le+ within the meaning of the pro-isions of this :aw with respect to winding up #y the .ourt+ to pay the amount of his de#t or claim+ then 6

;aaaaaaaaa<

e-ery person who was a mem#er of the company at the date of the registration of the order for reduction and minute+ shall #e lia#le to contri#ute for the payment of that de#t or claim an amount not e"ceeding the amount which he would ha-e #een lia#le to contri#ute if the company had commenced to #e wound up on the day #efore the said dateD and

;#########< if the company is wound up+ the .ourt+ on the application of any such creditor
and proof of his ignorance as aforesaid+ may+ if it thin8s fit+ settle accordingly a list of persons so lia#le to contri#ute+ and ma8e and enforce calls and orders on the contri#utories settled on the list+ as if they were ordinary contri#utories in a winding up. (-) 7othing in this section shall affect the rights of the contri#utories among themsel-es.

Pena+)1 .'( 0'n0ea+*n/ name '. 0(ed*)'(? e)0. 7=. If any officer of the company 6

;ccccccccc<

wilfully conceals the name of any creditor entitled to o#$ect to the reductionD or

;ddddddddd< wilfully misrepresents the nature or amount of the de#t or claim of any
creditorD or

5(

;eeeeeeeee<

aids+ a#ets or is pri-y to any such concealment or misrepresentation as aforesaid+

he shall #e guilty of an offence and shall #e lia#le on con-iction to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

%ariation of #hareholders& Rights.

R*/&)s '. &'+de(s '. s,e0*a+ 0+asses '. s&a(es. ;>.(1) If+ in the case of a company the share capital of which is di-ided into different classes of shares+ pro-ision is made #y the memorandum or articles for authoriEing the -ariation of the rights attached to any class of shares in the company+ su#$ect to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares+ and in pursuance of the said pro-ision the rights attached to any such class of shares are at any time -aried+ the holders of not less in the aggregate than fifteen per cent of the issued shares of that class+ #eing persons who did not consent to or -ote in fa-our of the resolution for the -ariation+ may apply to the .ourt to ha-e the -ariation cancelled+ and+ where any such application is made+ the -ariation shall not ha-e effect unless and until it is confirmed #y the .ourt.

;fffffffff<

&n application under this section must #e made within twenty6one days after the date on which the consent was gi-en or the resolution was passed+ as the case may #e+ and may #e made on #ehalf of the shareholders entitled to ma8e the application #y such one or more of their num#er as they may appoint in writing for the purpose.

;ggggggggg< 9n any such application the .ourt+ after hearing the applicant and any other persons who apply to
the .ourt to #e heard and appear to the .ourt to #e interested in the application+ may+ if it is satisfied+ ha-ing regard to all the circumstances of the case+ that the -ariation would unfairly pre$udice the shareholder of the class represented #y the applicant+ disallow the -ariation and shall+ if not so satisfied+ confirm the -ariation.

;hhhhhhhhh< )he decision of the .ourt on any such application shall #e final. ;iiiiiiiii<
)he company shall within fifteen days after the ma8ing of an order #y the .ourt on any such application forward a copy of the order to the registrar of companies+ and+ if default is made in complying with this pro-ision+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

;$$$$$$$$$<

)he e"pression 0-ariation1 in this section includes a#rogation and the e"pression 0-aried1 shall #e construed accordingly.

'ransfer of #hares and "ebentures! (vidence of 'itle! etc.

Na)3(e '. s&a(es.

51

;1. )he shares or other interest of any mem#er in a company shall #e personal estate+ transfera#le in manner pro-ided #y the articles of the company+ and shall not #e of the nature of real estate.

N3m9e(*n/ '. s&a(es. ;-. ,ach share in a company ha-ing a share capital shall #e distinguished #y its appropriate num#erC

*ro-ided that+ if at any time all the issued shares in a company or all the issued shares therein of a particular class+ are fully paid up and ran8 pari passu for all purposes+ none of those shares need thereafter ha-e a distinguishing num#er so long as it remains fully paid up and ran8s pari passu for all purposes with all shares of the same class for the time #eing issued and fully paid up.

T(ans.e( n') )' 9e (e/*s)e(ed e80e,) 'n ,('d30)*'n '. *ns)(3men) '. )(ans.e(. ;3. 7otwithstanding anything in the articles of a company+ it shall not #e lawful for the company to register a transfer of shares in or de#entures of the company unless a proper instrument of transfer has #een deli-ered to the companyC *ro-iding that nothing in this section shall pre$udice any power of the company to register as shareholder or de#enture holder any person to whom the right to any shares in or de#entures of the company has #een transmitted #y operation of law.

T(ans.e( 91 ,e(s'na+ (e,(esen)a)*@e. ;5. & transfer of the share or other interest of a deceased mem#er of a company made #y his personal representati-e shall+ although the personal representati-e is not himself a mem#er of the company+ #e as -alid as if he had #een such a mem#er at the time of the e"ecution of the instrument of transfer.

Re/*s)(a)*'n '. )(ans.e( a) (e23es) '. )(ans.e('(. ;6. 9n the application of the transferor of any share or interest in a company+ the company shall enter in its register of mem#ers the name of the transferee in the same manner and su#$ect to the same conditions as if the application for the entry were made #y the transferee.

N')*0e '. (e.3sa+ )' (e/*s)e( )(ans.e(. ;7.(1) If a company refuses to register a transfer of any shares or de#entures+ the company shall+ within two months after the date on which the transfer was lodged with the company+ send to the transferee notice of the refusal. (-) If default is made in complying with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

52

Ce()*.*0a)*'n '. )(ans.e(s. ;;.(1) )he certification #y a company of any instrument of transfer of shares in or de#entures of the company shall #e ta8en as a representation #y the company to any person acting on the faith of the certification that there ha-e #een produced to the company such documents as on the face of them show a prima facie title to the shares or de#entures in the transferor named in the instrument of transfer+ #ut not as a representation that the transferor has any title to the shares or de#entures.

;888888888< Ahere any person acts on the faith of a false certification #y a company made negligently+ the
company shall #e under the same lia#ility to him as if the certification had #een made fraudulently.

;lllllllll<

3or the purposes of this section 6

;mmmmmmmmm<

an instrument of transfer shall #e deemed to #e certificated if it #ears the words 0certificate lodged1 or words to the li8e effectD

;nnnnnnnnn< the certification of an instrument of transfer shall #e deemed to #e made #y a

company if 6

;ooooooooo< the person issuing the instrument is a person authoriEed to issue

certificated instruments of transfer on the company5s #ehalfD and

;ppppppppp< the certification is signed #y a person authoriEed to certificate

transfers on the company5s #ehalf or #y any officer or ser-ant either of the company or of a #ody corporate so authoriEedD 0c1 a certification shall #e deemed to #e signed #y any person if 6

;qqqqqqqqq< it purports to #e authenticated #y his signature or initials+ whether

handwritten or notD and

;rrrrrrrrr<

it is not shown that the signature or initials was or were placed there neither #y himself nor #y any person authoriEed to use the signature or initials for the purpose of certificating transfers on the company5s #ehalf.

D3)*es '. 0'm,an1 4*)& (es,e0) )' *ss3e '. 0e()*.*0a)es. ;<.(1) ,-ery company shall+ within two months after the allotment of any of its shares+ de#entures or de#enture stoc8 and within two months after the date on which a transfer of any such shares+ de#entures or de#enture stoc8 is lodged with the company+ complete and ha-e ready for deli-ery the certificates of all shares+ the de#entures and the certificates of all de#enture stoc8 allotted or transferred+ unless the conditions of issue of the shares+ de#entures or de#enture stoc8 otherwise pro-ide. )he e"pression 0transfer1 for the purposes of this su#section means a transfer duly stamped and otherwise -alid+ and does not include such a transfer as the company is for any reason entitled to refuse to register and does not register.

53

;sssssssss< ;ttttttttt<

If default is made in complying with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine. If any company on which a notice has #een ser-ed requiring the company to ma8e good any default in complying with the pro-isions of su#section ;1< fails to ma8e good the default within ten days after the ser-ice of the notice+ the .ourt may+ on the application of the person entitled to ha-e the certificates or the de#entures deli-ered to him+ ma8e an order directing the company and any officer of the company to ma8e good the default within such time as may #e specified in the order+ and any such order may pro-ide that all costs of and incidental to the application shall #e #orne #y the company or #y any officer of the company responsi#le for the default.

Ce()*.*0a)e )' 9e e@*den0e '. )*)+e. ;=. & certificate+ under the common seal of the company+ specifying any shares held #y any mem#er+ shall #e prima facie e-idence of the title of the mem#er to the shares.

E@*den0e '. /(an) '. ,('9a)e. <>. )he production to a company of any document which is #y law sufficient e-idence of pro#ate of the will+ or letters of administration of the estate+ or confirmation as e"ecutor+ of a deceased person ha-ing #een granted to some person shall #e accepted #y the company+ notwithstanding anything in its articles+ as sufficient e-idence of the grant.

Iss3e and e..e0) '. s&a(e 4a((an)s )' 9ea(e(. <1.(1) & company limited #y shares+ if so authorised #y its articles+ may+ with respect to any fully paid6up shares+ issue under its common seal a warrant stating that the #earer of the warrant is entitled to the shares therein specified+ and may pro-ide+ #y coupons or otherwise+ for the payment of the future di-idends on the shares included in the warrant.

;uuuuuuuuu< Such a warrant as aforesaid is in this :aw termed a 0share warrant.1 ;---------< & share warrant shall entitle the #earer thereof to the shares therein specified+ and the shares may
#e transferred #y deli-ery of the warrant.

Pena+)1 .'( ,e(s'na)*'n '. s&a(e&'+de(. <-. If any person falsely and deceitfully personates any owner of any share or interest in any company+ or of any share warrant or coupon+ issued in pursuance of this :aw+ and there#y o#tains or endea-ours to o#tain any such share or interest or share warrant or coupon+ or recei-es or endea-ours to recei-e any money due to any such owner+ as if the offender were the true and lawful owner+ he shall #e guilty of an offence+ and shall on con-iction thereof #e lia#le to imprisonment not e"ceeding fi-e years.

54

#pecial Provisions as to "ebentures.

Re/*s)e( '. de9en)3(e &'+de(s. <3. ,-ery company shall 8eep at its registered office a register of holders of de#entures of the companyC

*ro-ided that a company may 8eep such register at any other of its offices at which the wor85 of ma8ing it up is done or+ if the company arranges with some other person for the ma8ing up of the register on its #ehalf at the office of that other person at which the wor8 is done+ #ut in e-ery such case the company shall send a notice to the registrar of companies of the place where the register is 8ept and of any change in that place.

R*/&)s '. *ns,e0)*'n '. (e/*s)e( '. de9en)3(e &'+de(s and )' 0',*es '. (e/*s)e( and )(3s) deed. <5.(1) ,-ery register of holders of de#entures of a company shall+ e"cept when duly closed ;#ut su#$ect to such reasona#le restrictions as the company may in general meeting impose+ so that not less than two hours in each day shall #e allowed for inspection<+ #e open to the inspection of the registered holder of any such de#entures or any holder of shares in the company without fee+ and of any other person on payment of a fee of fifty mils or such less sum as may #e prescri#ed #y the company.

;wwwwwwwww<

&ny such registered holder of de#entures or holder of shares as aforesaid or any other person may require a copy of the register of the holders of de#entures of the company or any part thereof on payment of twenty fi-e mils for e-ery hundred words required to #e copied.

;"""""""""< & copy of any trust deed for securing any issue of de#entures shall #e forwarded to e-ery holder
of any such de#entures at his request on payment in the case of a printed trust deed of the sum of fifty mils or such less sum as may #e prescri#ed #y the company+ or where the trust deed has not #een printed+ on payment of twenty fi-e mils for e-ery hundred words required to #e copied.

;yyyyyyyyy< If inspection is refused+ or a copy is refused or not forwarded+ the company and e-ery officer of
the company who is in default shall #e lia#le to a fine not e"ceeding fi-e pounds+ and further shall #e lia#le to a default fine of two pounds.

;EEEEEEEEE<

Ahere a company is in default as aforesaid+ the .ourt may #y order compel an immediate inspection of the register or direct that the copies required shall #e sent to the person requiring them.

;aaaaaaaaaa< 3or the purposes of this section+ a register shall #e deemed to #e duly closed if closed in
accordance with pro-isions contained in the articles or in the de#entures or+ in the case of de#enture stoc8+ in the stoc8 certificates+ or in the trust deed or other document securing the de#entures or de#enture stoc8+ during such period or periods+ not e"ceeding in the whole thirty days in any year+ as may #e therein specified.

L*a9*+*)1 '. )(3s)ees .'( de9en)3(e &'+de(s.

55

<6.(1) Su#$ect to the following pro-isions of this section+ any pro-ision contained in a trust deed for securing an issue of de#entures+ or in any contract with the holders of de#entures secured #y a trust deed+ shall #e -oid in so far as it would ha-e the effect of e"empting a trustee thereof from or indemnifying him against lia#ility for #reach of trust where he fails to show the degree of care and diligence required of him as trustee+ ha-ing regard to the pro-isions of the trust deed conferring on him any powers+ authorities or discretions. (-) Su#section ;1< shall not in-alidate 6

;##########< any release otherwise -alidly gi-en in respect of anything done or omitted to #e
done #y a trustee #efore the gi-ing of the releaseD or

;cccccccccc< any pro-ision ena#ling such a release to #e gi-en 6 ;dddddddddd< on the agreement thereto of a ma$ority of not less than three6fourths in
-alue of the de#enture holders present and -oting in person or+ where pro"ies are permitted+ #y pro"y at a meeting summoned for the purposeD and

;eeeeeeeeee< either with respect to specific acts or omissions or on the trustee dying
or ceasing to act. (3) Su#section ;1< shall not operate 6

;ffffffffff<

to in-alidate any pro-ision in force at the commencement of this :aw so long as any person then entitled to the #enefit of that pro-ision or afterwards gi-en the #enefit thereof under su#6section ;4< remains a trustee of the deed in questionD or

;gggggggggg< to depri-e any person of any e"emption or right to #e indemnified in respect of

anything done or omitted to #e done #y him while any such pro-ision was in force. (5) Ahile any trustee of a trust deed remains entitled to the #enefit of a pro-ision sa-ed #y su#section ;3<+ the #enefit of that pro-ision may #e gi-en either 6

;hhhhhhhhhh< to all trustees of the deed+ present and futureD or ;iiiiiiiiii<

to any named trustees or proposed trustees thereof+

#y a resolution passed #y a ma$ority of not less than three6fourths in -alue of the de#enture holders present in person or+ where pro"ies are permitted+ #y pro"y at a meeting summoned for the purpose in accordance with the pro-isions of the deed or+ if the deed ma8es no pro-ision for summoning meetings+ a meeting summoned for the purpose in any manner appro-ed #y the .ourt.

Pe(,e)3a+ de9en)3(es. <7. & condition contained in any de#entures or in any deed for securing any de#entures+ shall not #e in-alid #y reason only that the de#entures are there#y made irredeema#le or redeema#le only on the happening of a contingency+ howe-er remote+ or on the e"piration of a period+ howe-er long+ any rule of equity to the contrary notwithstanding.

P'4e( )' (e-*ss3e (edeemed de9en)3(es *n 0e()a*n 0ases. <;.(1) Ahere a company has redeemed any de#entures pre-iously issued+ then 6

;$$$$$$$$$$<

unless any pro-ision to the contrary+ whether e"press or implied+ is contained in the articles or in any contract entered into #y the companyD or

;8888888888< unless the company has+ #y passing a resolution to that effect or #y some other
act+ manifested its intention that the de#entures shall #e cancelled+ the company shall ha-e+ and shall #e deemed always to ha-e had+ power to re6issue the de#entures+ either #y re6issuing the same de#entures or #y issuing other de#entures in their place.

;llllllllll<

9n a re6issue of redeemed de#entures the person entitled to the de#entures shall ha-e+ and shall #e deemed always to ha-e had+ the same priorities as if the de#entures had ne-er #een redeemed.

;mmmmmmmmmm< Ahere a company has deposited any of its de#entures to secure ad-ances from time to
time on current account or otherwise+ the de#entures shall not #e deemed to ha-e #een redeemed #y reason only of the account of the company ha-ing ceased to #e in de#it whilst the de#entures remained so deposited.

;nnnnnnnnnn< )he re6issue of a de#enture or the issue of another de#enture in its place under the power #y this
section gi-en to+ or deemed to ha-e #een possessed #y+ a company+ shall #e treated as the issue of a new de#enture for the purposes of stamp duty+ #ut it shall not #e so treated for the purposes of any pro-ision limiting the amount or num#er of de#entures to #e issuedC *ro-ided that any person lending money on the security of a de#enture re6issued under this section which appears to #e duly stamped may gi-e the de#enture in e-idence in any proceedings for enforcing his security without payment of the stamp duty or any penalty in respect thereof+ unless he had notice or+ #ut for his negligence+ might ha-e disco-ered+ that the de#enture was not duly stamped+ #ut in such case the company shall #e lia#le to pay the proper stamp duty and penalty.

S,e0*.*0 ,e(.'(man0e '. 0'n)(a0)s )' )aDe 3, de9en)3(es. <<. & contract with a company to ta8e up and pay for any de#entures of the company may #e enforced #y an order for specific performance.

Pa1men) '. 0e()a*n de9)s '3) '. asse)s s39:e0) )' .+'a)*n/ 0&a(/e *n ,(*'(*)1 )' 0+a*ms 3nde( )&e 0&a(/e. <=.(1) Ahere either a recei-er is appointed on #ehalf of the holders of any de#entures of the company secured #y a floating charge+ or possession is ta8en #y or on #ehalf of those de#enture holders of any property comprised in or su#$ect to the charge+ then+ if the company is not at the time in course of #eing wound up+ the de#ts which in e-ery winding up are under the pro-isions of *art > relating to preferential payments to #e paid in priority to all other de#ts+ shall #e paid out of any assets coming to the hands of the recei-er or other person ta8ing possession as aforesaid in priority to any claim for principal or interest in respect of the de#entures.

5!

;oooooooooo< In the application of the said pro-isions+ section 3(( shall #e construed as if the pro-ision or
payment of accrued holiday remuneration #ecoming paya#le on the termination of employment #efore or #y the effect of the winding6up order or resolution were a pro-ision for payment of such remuneration #ecoming paya#le on the termination of employment #efore or #y the effect of the appointment of the recei-er or possession #eing ta8en as aforesaid.

;pppppppppp< )he periods of time mentioned in the said pro-isions of *art > shall #e rec8oned from the date of
the appointment of the recei-er or of possession #eing ta8en as aforesaid+ as the case may #e.

;qqqqqqqqqq< &ny payments made under this section shall #e recouped as far as may #e out of the assets of the
company a-aila#le for payment of general creditors.

PART III - CHARGES AND MORTGAGES Registration of Charges and recording of Mortgages.

Re/*s)(a)*'n '. 0&a(/es 0(ea)ed 91 0'm,an*es (e/*s)e(ed *n )&e C'+'n1. =>.(1) Su#$ect to the pro-isions of this *art e-ery charge created after the fi"ed date #y a company registered in the .olony and #eing a charge to which this section applies shall+ so far as any security on the company5s property or underta8ing is conferred there#y+ #e -oid against the liquidator and any creditor of the company+ unless the prescri#ed particulars of the charge together with the instrument+ if any+ duly stamped #y which the charge is created or e-idenced+ are deli-ered to or recei-ed #y the registrar of companies for registration in manner required #y this :aw within twenty6one days after the date of its creation+ #ut without pre$udice to any contract or o#ligation for repayment of the money there#y secured+ and when a charge #ecomes -oid under this section the money secured there#y shall immediately #ecome paya#le. (-) )his section applies to the following charges 6

;rrrrrrrrrr< ;ssssssssss< ;tttttttttt<

a charge for the purpose of securing any issue of de#enturesD a charge on uncalled share capital of the companyD a charge on #oo8 de#ts of the companyD

;uuuuuuuuuu< a floating charge on the underta8ing or property of the companyD ;----------< a charge on calls made #ut not paidD ;wwwwwwwwww<
a charge on a ship or any share in a shipD

;""""""""""< a charge on goodwill+ on a patent or a licence under a patent+ on a trade mar8 or

on a copyright or a licence under a copyrightD

;yyyyyyyyyy< a charge on any other mo-a#le property created or e-idenced #y an instrument+

5%

where the company retains possession of such propertyD

;EEEEEEEEEE< a charge on immo-a#le property+ where-er situate+ or any interest therein. ;aaaaaaaaaaa< In the case of a charge created out of the .olony comprising property situate outside the .olony+
the deli-ery to and the receipt #y the registrar of a copy -erified in the prescri#ed manner of the instrument #y which the charge is created or e-idenced shall ha-e the same effect for the purposes of this section as the deli-ery and receipt of the instrument itself+ and twenty6one days after the date on which the instrument or copy could+ in due course of post+ and if despatched with due diligence+ ha-e #een recei-ed in the .olony shall #e su#stituted for twenty6one days after the date of the creation of the charge as the time within which the particulars and instrument or copy are to #e deli-ered to the registrar.

;###########<

Ahere a charge is created in the .olony #ut comprises property outside the .olony+ the instrument creating or purporting to create the charge may #e sent for registration under this section notwithstanding that further proceedings may #e necessary to ma8e the charge -alid or effectual according to the law of the country in which the property is situate.

;ccccccccccc< Ahere a negotia#le instrument has #een gi-en to secure the payment of any #oo8 de#ts of a
company the deposit of the instrument for the purpose of securing an ad-ance to the company shall not+ for the purposes of this section+ #e treated as a charge on those #oo8 de#ts.

;ddddddddddd<

)he holding of de#entures entitling the holder to a charge on immo-a#le property shall not for the purposes of this section #e deemed to #e an interest in immo-a#le property.

;eeeeeeeeeee< Ahere a series of de#entures containing+ or gi-ing #y reference to any other instrument+ any
charge to the #enefit of which the de#enture holders of that series are entitled pari passu is created #y a company+ it shall+ for the purposes of this section+ #e sufficient if there are deli-ered to or recei-ed #y the registrar+ within twenty6one days after the e"ecution of the deed containing the charge or+ if there is no such deed+ after the e"ecution of any de#entures of the series+ the following particulars 6

;fffffffffff<

the total amount secured #y the whole seriesD and

;ggggggggggg< ;hhhhhhhhhhh< ;iiiiiiiiiii<

the dates of the resolutions authorising the issue of the series and the date of the co-ering deed+ if any+ #y which the security is created or definedD and a general description of the property chargedD and

the names of the trustees+ if any+ for the de#enture holders+

together with the deed containing the charge+ or+ if there is no such deed+ one of the de#entures of the seriesC *ro-ided that+ where more than one issue is made of de#entures in the series+ there shall #e sent to the registrar for entry in the register particulars of the date and amount of each issue+ #ut an omission to do this shall not affect the -alidity of the de#entures issued. (<) Ahere any commission+ allowance or discount has #een paid or made either directly or indirectly #y a company to any person in consideration of his su#scri#ing or agreeing to su#scri#e+ whether a#solutely or conditionally+ for any de#entures of the company+ or procuring or agreeing to procure su#scriptions+ whether a#solute or conditional+ for any such de#entures+ the particulars required to #e sent for registration under this section shall include particulars as to the amount or rate per cent of the commission+ discount or allowance so paid or made+

5'

#ut omission to do this shall not affect the -alidity of the de#entures issuedC *ro-ided that the deposit of any de#entures as security for any de#t of the company shall not+ for the purposes of this su#section+ #e treated as the issue of the de#entures at a discount. (=) In this *art 6

;$$$$$$$$$$$<

the e"pression 0charge1 does not include any mortgage of immo-a#le property effected under any :aw relating to the registration of mortgages of immo-a#le property in force for the time #eingD the e"pression 0the fi"ed date1 means in relation to the charges specified in paragraphs ;h< and ;i< of su#section ;2<+ the 1st day of @uly+ 1'22+ and in relation to the charges specified in paragraphs ;a< to ;g<+ #oth inclusi-e+ of the said su#section+ the date of the commencement of this :aw.

;88888888888<

D3)1 '. 0'm,an1 4*)& (e/a(d )' 0&a(/es and m'()/a/es 0(ea)ed 91 0'm,an1. =1.(1) It shall #e the duty of a company to send to the registrar of companies for registration the particulars of e-ery charge created #y the company and of the issues of de#entures of a series requiring registration under section '(+ #ut registration of any such charge may #e effected on the application of any person interested therein.

;lllllllllll<

Ahere registration is effected on the application of some person other than the company+ that person shall #e entitled to reco-er from the company the amount of any fees properly paid #y him to the registrar on the registration.

;mmmmmmmmmmm<

It shall #e the duty of a company to send to the registrar of companies within twenty6one days after the date of e-ery mortgage effected #y the company on its immo-a#le property under any :aw relating to the registration of mortgages of immo-a#le property in force for the time #eing+ particulars thereof for recording+ as well as particulars of any cancellation thereof in whole or in part+ within twenty6one days after the date of such cancellation.

;nnnnnnnnnnn<

If any company ma8es default 6 in sending to the registrar for registration the particulars of any charge created #y the company or of the issues of de#entures of a series requiring registration as aforesaid+ unless the registration has #een effected on the application of some other personD or in sending to the registrar for recording the particulars of any mortgage effected or cancelled under su#section ;3<+

;ooooooooooo<

;ppppppppppp<

then the company and e-ery officer of the company who is in default shall #e lia#le to a default fine of fifty pounds.

D3)1 '. 0'm,an1 )' (e/*s)e( 0&a(/es e8*s)*n/ 'n ,(',e()1 a023*(ed.

=-.(1) Ahere a company registered in the .olony acquires any property which is su#$ect to a charge of any such 8ind as would+ if it had #een created #y the company after the acquisition of the property+ ha-e #een required to #e registered under this *art+ the company shall cause the prescri#ed particulars of the charge+ together with a copy ;certified in the prescri#ed manner to #e a correct copy< of the instrument+ if any+ #y which the charge was created or is e-idenced+ to #e deli-ered to the registrar of companies for registration in manner required #y this :aw within twenty6one days after the date on which the acquisition is completedC *ro-ided that+ if the property is situate and the charge was created outside the .olony+ twenty6one days after the date on which the copy of the instrument could in due course of post+ and if despatched with due diligence+ ha-e #een recei-ed in the .olony shall #e su#stituted for twenty6one days after the completion of the acquisition as the time within which the particulars and the copy of the instrument are to #e deli-ered to the registrar. (-) If default is made in complying with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine of fifty pounds.

Re/*s)e( '. 0&a(/es )' 9e De,) 91 (e/*s)(a( '. 0'm,an*es. =3.(1) )he registrar of companies shall 8eep+ with respect to each company+ a register and a record in the prescri#ed form of all the charges requiring registration and of all the mortgages requiring recording respecti-ely+ under this *art+ and shall+ on payment of such fee as may #e specified #y regulations made #y the =o-ernor+ enter in the register and record with respect to such charges and mortgages the following particularsC

;qqqqqqqqqqq<

in the case of a charge to the #enefit of which the holders of a series of de#entures are entitled+ such particulars as are specified in su#section ;!< of section '(D in the case of any mortgage 6 the date and description of the instrument creating or e-idencing the mortgageD and the num#er and date of the certificate of mortgageD and the amount secured #y the mortgageD and short particulars of the property mortgagedD and

;rrrrrrrrrrr<

;sssssssssss< ;ttttttttttt<

;uuuuuuuuuuu< ;-----------<

;wwwwwwwwwww< the persons entitled to the mortgageD

0c1 in the case of any other charge 6

;"""""""""""<

if the charge is a charge created #y the company+ the date of its creation+ and if the charge was a charge e"isting on property acquired #y the company+ the date of the acquisition of the propertyD and the amount secured #y the chargeD and

;yyyyyyyyyyy<

;EEEEEEEEEEE< short particulars of the property chargedD and

;aaaaaaaaaaaa<the persons entitled to the charge. ;############<

)he registrar shall gi-e a certificate under his hand of the registration of any charge registered in pursuance of this *art+ stating the amount there#y secured+ and the certificate shall #e conclusi-e e-idence that the requirements of this *art as to registration ha-e #een complied with.

;cccccccccccc<)he register and record 8ept in pursuance of this section shall #e open to inspection #y any person
on payment of such fee+ as may #e specified #y regulations made #y the =o-ernor.

End'(semen) '. 0e()*.*0a)e '. (e/*s)(a)*'n 'n de9en)3(es. =5.(1) )he company shall cause a copy of e-ery certificate of registration gi-en under section '3 to #e endorsed on e-ery de#enture or certificate of de#enture stoc8 which is issued #y the company and the payment of which is secured #y the charge so registeredC *ro-ided that nothing in this su#section shall #e construed as requiring a company to cause a certificate of registration of any charge so gi-en to #e endorsed on any de#enture or certificate of de#enture stoc8 issued #y the company #efore the charge was created. (-) If any person 8nowingly and wilfully authorises or permits the deli-ery of any de#enture or certificate of de#enture stoc8 which under the pro-isions of this section is required to ha-e endorsed on it a copy of a certificate of registration without the copy #eing so endorsed upon it+ he shall+ without pre$udice to any other lia#ility+ #e lia#le to a fine not e"ceeding one hundred pounds.

En)(*es '. sa)*s.a0)*'n and (e+ease '. ,(',e()1 .('m 0&a(/e. =6. )he registrar of companies+ on e-idence #eing gi-en to his satisfaction with respect to any registered charge+ 6

;dddddddddddd<

that the de#t for which the charge was gi-en has #een paid or satisfied in whole or in partD or

;eeeeeeeeeeee<that part of the property or underta8ing charged has #een released from the
charge or has ceased to form part of the company5s property or underta8ing+ may enter on the register a memorandum of satisfaction in whole or in part+ or of the fact that part of the property or underta8ing has #een released from the charge or has ceased to form part of the company5s property or underta8ing+ as the case may #e+ and where he enters a memorandum of satisfaction in whole he shall+ if required+ furnish the company with a copy thereof.

Re0)*.*0a)*'n '. (e/*s)e( '. 0&a(/es '( (e0'(d '. m'()/a/es. =7. )he .ourt+ on #eing satisfied that the omission to register a charge or to record a mortgage within the time required #y this :aw or that the omission or mis6statement of any particular with respect to any such charge or

mortgage or in a memorandum of satisfaction or cancellation of mortgage+ was accidental+ or due to inad-ertance or to some other sufficient cause+ or is not of a nature to pre$udice the position of creditors or shareholders of the company+ or that on other grounds it is $ust and equita#le to grant relief+ may+ on the application of the company or any person interested+ and on such terms and conditions as seem to the .ourt $ust and e"pedient+ order that the time for registration or recording shall #e e"tended+ or+ as the case may #e+ that the omission or mis6statement shall #e rectified.

Re/*s)(a)*'n '. en.'(0emen) '. se03(*)1. =;.(1) If any person o#tains an order for the appointment of a recei-er or manager of the property of a company+ or appoints such a recei-er or manager under any powers contained in any instrument+ he shall+ within se-en days from the date of the order or of the appointment under the said powers+ gi-e notice of the fact to the registrar of companies+ and the registrar shall+ on payment of such fee as may #e specified #y regulations made #y the =o-ernor+ enter the fact in the register of charges.

;ffffffffffff<

Ahere any person appointed recei-er or manager of the property of a company under the powers contained in any instrument ceases to act as such recei-er or manager+ he shall+ on so ceasing+ gi-e the registrar of companies notice to that effect+ and the registrar shall enter the notice in the register of charges.

;gggggggggggg<

If any person ma8es default in complying with the requirements of this section+ he shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continues.

Provisions as to Company&s Register of Charges and )oo* of Mortgages and as to Copies of $nstruments creating Charges and Mortgages.

C',*es '. *ns)(3men)s 0(ea)*n/ 0&a(/es and m'()/a/es )' 9e De,) 91 0'm,an1. =<. ,-ery company shall cause a copy of e-ery instrument creating any charge requiring registration or any mortgage requiring recording under this *art to #e 8ept at the registered office of the companyC *ro-ided that+ in the case of a series of uniform de#entures+ a copy of one de#enture of the series shall #e sufficient.

C'm,an1Cs (e/*s)e( '. 0&a(/es and 9''D '. m'()/a/es. ==.(1) ,-ery company shall 8eep at the registered office of the company a register of charges and enter therein all charges specifically affecting property of the company and all floating charges on the underta8ing or any property of the company+ gi-ing in each case a short description of the property charged+ the amount of the charge+ and+ e"cept in the case of securities to #earer+ the names of the persons entitled thereto and a #oo8 wherein to record particulars or e-ery mortgage on the company5s immo-a#le property effected under any :aw relating to the registration of mortgages of immo-a#le property in force for the time #eing. (-) If any officer of the company 8nowingly and wilfully authorises or permits the omission of any entry

required to #e made in pursuance of this section+ he shall #e lia#le to a fine not e"ceeding fifty pounds.

R*/&) )' *ns,e0). 1>>.(1) )he copies or instruments creating any charge requiring registration and the particulars of mortgages requiring recording under this *art with the registrar of companies+ and the register of charges and #oo8 of mortgages 8ept in pursuance of section ''+ shall #e open during #usiness hours ;#ut su#$ect to such reasona#le restrictions as the company in general meeting may impose+ so that not less than two hours in each day shall #e allowed for inspection< to the inspection of any creditor or mem#er of the company without fee+ and the register of charges and #oo8 of mortgages shall also #e open to the inspection of any other person on payment of such fee+ not e"ceeding fifty mils for each inspection+ as the company may prescri#e.

;hhhhhhhhhhhh<

If inspection of the said copies or register or #oo8 is refused+ e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fi-e pounds and a further fine not e"ceeding two pounds for e-ery day during which the refusal continues.

;iiiiiiiiiiii<

If any such refusal occurs in relation to a company registered in the .olony+ the .ourt may #y order compel an immediate inspection of the copies+ register or #oo8.

Application of Part $$$ to Companies incorporated outside the Colony.

A,,+*0a)*'n '. Pa() III )' 0&a(/es and m'()/a/es 0(ea)ed? e)0.? 91 0'm,an1 *n0'(,'(a)ed '3)s*de )&e C'+'n1. 1>1. )he pro-isions of this *art shall e"tend to charges and mortgages on property in the .olony which are created or effected+ and to charges on property in the .olony which is acquired+ #y a company ;whether a company within the meaning of this :aw or not< incorporated outside the .olony which has an esta#lished place of #usiness in the .olony.

*&R) I> 6 M&7&=,M,7) &72 &2MI7IS)R&)I97. Registered +ffice and Name.

Re/*s)e(ed '..*0e '. 0'm,an1. 1>-.(1) & company shall+ as from the day on which it #egins to carry on #usiness or as from the fourteenth day after the date of its incorporation+ whiche-er is the earlier+ ha-e a registered office in the .olony to which all communications and notices may #e addressed. (-) 7otice of the situation of the registered office+ and of any change therein+ shall #e gi-en within fourteen days after the date of the incorporation of the company or of the change+ as the case may #e+ to the registrar of companies+ who shall record the same.

)he inclusion in the annual return of a company of a statement as to the address of its registered office shall not #e ta8en to satisfy the o#ligation imposed #y this su#6section. (3) If default is made in complying with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

P39+*0a)*'n '. name 91 0'm,an1. 1>3.(1) ,-ery company 6

;$$$$$$$$$$$$<

shall paint or affi"+ and 8eep painted or affi"ed+ its name on the outside of e-ery office or place in which its #usiness is carried on+ in a conspicuous position+ in letters easily legi#leD shall ha-e its name engra-en in legi#le characters on its sealD

;888888888888< ;llllllllllll<

shall ha-e its name mentioned in legi#le characters in all #usiness letters of the company and in all notices and other official pu#lications of the company+ and in all #ills of e"change+ promissory notes+ endorsements+ cheques and orders for money or goods purporting to #e signed #y or on #ehalf of the company+ and in all #ills of parcels+ in-oices+ receipts and letters of credit of the company.

;mmmmmmmmmmmm<

If a company does not paint or affi" its name in manner directed #y this :aw+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fi-e pounds+ and if a company does not 8eep its name painted or affi"ed in manner so directed+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

;nnnnnnnnnnnn< ;oooooooooooo<

If a company fails to comply with paragraph ;#< or paragraph ;c< of su#section ;1<+ the company shall #e lia#le to a fine not e"ceeding fifty pounds. If an officer of a company or any person on its #ehalf 6 uses or authoriEes the use of any seal purporting to #e a seal of the company whereon its name is not so engra-en as aforesaidD or issues or authorises the issue of any #usiness letter of the company or any notice or other official pu#lication of the company+ or signs or authorises to #e signed on #ehalf of the company any #ill of e"change+ promissory note+ endorsement+ cheque or order for money or goods wherein its name is not mentioned in manner aforesaidD or issues or authorises the issue of any #ill of parcels+ in-oice+ receipt or letter of credit of the company wherein its name is not mentioned in manner aforesaidD

;pppppppppppp< ;qqqqqqqqqqqq<

;rrrrrrrrrrrr<

he shall #e lia#le to a fine not e"ceeding fifty pounds+ and shall further #e personally lia#le to the holder of the #ill of e"change+ promissory note+ cheque or order for money or goods for the amount thereof unless it is duly paid #y the company.

Restrictions on Commencement of )usiness.

Res)(*0)*'ns 'n 0'mmen0emen) '. 93s*ness. 1>5.(1) Ahere a company ha-ing a share capital has issued a prospectus in-iting the pu#lic to su#scri#e for its shares+ the company shall not commence any #usiness or e"ercise any #orrowing powers unless 6

;ssssssssssss< shares held su#$ect to the payment of the whole amount thereof in cash ha-e
#een allotted to an amount not less in the whole than the minimum su#scriptionD and

;tttttttttttt<

e-ery director of the company has paid to the company+ on each of the shares ta8en or contracted to #e ta8en #y him and for which he is lia#le to pay in cash+ a proportion equal to the proportion paya#le on application and allotment on the shares offered for pu#lic su#scriptionD and there has #een deli-ered to the registrar of companies for registration a statutory declaration #y the secretary or one of the directors+ in the prescri#ed form+ that the aforesaid conditions ha-e #een complied with.

;uuuuuuuuuuuu<

(-) Ahere a company ha-ing a share capital has not issued a prospectus in-iting the pu#lic to su#scri#e for its shares+ the company shall not commence any #usiness or e"ercise any #orrowing powers unless 6

;------------<

there has #een deli-ered to the registrar of companies for registration a statement in lieu of prospectusD and e-ery director of the company has paid to the company+ on each of the shares ta8en or contracted to #e ta8en #y him and for which he is lia#le to pay in cash+ a proportion equal to the proportion paya#le on application and allotment on the shares paya#le in cashD and there has #een deli-ered to the registrar of companies for registration a statutory declaration #y the secretary or one of the directors+ in the prescri#ed form+ that paragraph ; < of this su#6section has #een complied with.

;wwwwwwwwwwww<

;""""""""""""<

;yyyyyyyyyyyy<

)he registrar of companies shall+ on the deli-ery to him of the said statutory declaration+ and+ in the case of a company which is required #y this section to deli-er a statement in lieu of prospectus+ of such a statement+ certify that the company is entitled to commence #usiness+ and that certificate shall #e conclusi-e e-idence that the company is so entitled.

;EEEEEEEEEEEE<&ny contract made #y a company #efore the date at which it is entitled to commence #usiness
shall #e pro-isional only+ and shall not #e #inding on the company until that date+ and on that date it shall #ecome #inding.

;aaaaaaaaaaaaa<

7othing in this section shall pre-ent the simultaneous offer for su#scription or allotment of any shares and de#entures or the receipt of any money paya#le on application for de#entures.

;#############<

If any company commences #usiness or e"ercises #orrowing powers in contra-ention of this section+ e-ery person who is responsi#le for the contra-ention shall+ without pre$udice to any other lia#ility+ #e lia#le to a fine not e"ceeding fifty pounds for e-ery day during which the contra-ention continues.

;ccccccccccccc<

7othing in this section shall apply to a pri-ate company.

Register of Members.

Re/*s)e( '. mem9e(s. 1>6.(1) ,-ery company shall 8eep a register of its mem#ers and enter therein the following particularsC6

;ddddddddddddd<

the names and addresses of the mem#ers+ and in the case of a company ha-ing a share capital a statement of the shares held #y each mem#er+ distinguishing each share #y its num#er so long as the share has a num#er+ and of the amount paid or agreed to #e considered as paid on the shares of each mem#erD the date at which each person was entered in the register as a mem#erD

;eeeeeeeeeeeee< ;fffffffffffff<

the date at which any person ceased to #e a mem#erC

*ro-ided that+ where the company has con-erted any of its shares into stoc8 and gi-en notice of the con-ersion to the registrar of companies+ the register shall show the amount of stoc8 held #y each mem#er instead of the amount of shares and the particulars relating to shares specified in paragraph ;a< of this su#section. (-) )he register of mem#ers shall #e 8ept at the registered office of the companyC *ro-ided that+ 6

;ggggggggggggg< ;hhhhhhhhhhhhh<

if the wor8 of ma8ing it up is done at another office of the company+ it may #e 8ept at that other officeD and if the company arranges with some other person for the ma8ing up of the register to #e underta8en on #ehalf of the company #y that other person+ it may #e 8ept at the office of that other person at which the wor8 is done+

so+ howe-er+ that it shall not #e 8ept+ in the case of a company registered in the .olony+ at a place outside the .olony. (3) ,-ery company shall send notice to the registrar of companies of the place where its register of mem#ers is 8ept and of any change in that placeC *ro-ided that a company shall not #e #ound to send notice under this su#section where the register has+ at all times since it came into e"istence or+ in the case of a register in e"istence at the commencement of this :aw+ at all times since then+ #een 8ept at the registered office of the company.

(5) Ahere a company ma8es default in complying with su#section ;1< or ma8es default for fourteen days in complying with su#section ;3<+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

Inde8 '. mem9e(s. 1>7.(1) ,-ery company ha-ing more than fifty mem#ers shall+ unless the register of mem#ers is in such a form as to constitute in itself an inde"+ 8eep an inde" of the names of the mem#ers of the company and shall+ within fourteen days after the date on which any alteration is made in the register of mem#ers+ ma8e any necessary alteration in the inde".

;iiiiiiiiiiiii<

)he inde" shall in respect of each mem#er contain a sufficient indication to ena#le the account of that mem#er in the register to #e readily found.

;$$$$$$$$$$$$$<

)he inde" shall #e at all times 8ept at the same place as the register of mem#ers.

;8888888888888<

If default is made in complying with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

P('@*s*'ns as )' en)(*es *n (e/*s)e( *n (e+a)*'n )' s&a(e 4a((an)s. 1>;.(1) 9n the issue of a share warrant the company shall stri8e out or its register of mem#ers the name of the mem#er then entered therein as holding the shares specified in the warrant as if he had ceased to #e a mem#er+ and shall enter in the register the following particulars+ namelyC6

;lllllllllllll<

the fact of the issue of the warrantD

;mmmmmmmmmmmmm< ;nnnnnnnnnnnnn< ;ooooooooooooo< ;ppppppppppppp<

a statement of the shares included in the warrant+ distinguishing each share #y its num#er so long as the share has a num#erD and the date of the issue of the warrant.

)he #earer of a share warrant shall+ su#$ect to the articles of the company+ #e entitled+ on surrendering it for cancellation+ to ha-e his name entered as a mem#er in the register of mem#ers. )he company shall #e responsi#le for any loss incurred #y any person #y reason of the company entering in the register the name of a #earer of a share warrant in respect of the shares therein specified without the warrant #eing surrendered and cancelled.

;qqqqqqqqqqqqq<

/ntil the warrant is surrendered+ the particulars specified in su#section ;1< shall #e deemed to #e the particulars required #y this :aw to #e entered in the register of mem#ers+ and+ on the surrender+ the date of the surrender must #e entered.

;rrrrrrrrrrrrr<

Su#$ect to the pro-isions of this :aw+ the #earer of a share warrant may+ if the articles of the company so pro-ide+ #e deemed to #e a mem#er of the company within the meaning of this :aw+ either to the full e"tent or for any purposes defined in the articles.

Ins,e0)*'n '. (e/*s)e( and *nde8. 1><.(1) ,"cept when the register of mem#ers is closed under the pro-isions of this :aw+ the register+ and inde" of the names+ of the mem#ers of a company shall during #usiness hours ;su#$ect to such reasona#le restrictions as the company in general meeting may impose+ so that not less than two hours in each day #e allowed for inspection< #e open to the inspection of any mem#er without charge and of any other person on payment of two hundred mils+ or such less sum as the company may prescri#e+ for each inspection. (-) &ny mem#er or other person may require a copy of the register+ or of any part thereof+ on payment of fifty mils+ or such less sum as the company may prescri#e+ for e-ery hundred words or fractional part thereof required to #e copied. )he company shall cause any copy so required #y any person to #e sent to that person within a period of ten days commencing on the day ne"t after the day on which the requirement is recei-ed #y the company.

;sssssssssssss< If any inspection required under this section is refused or if any copy required under this section is
not sent within the proper period+ the company and e-ery officer of the company who is in default shall #e lia#le in respect of each offence to a fine not e"ceeding two pounds and further to a default fine of two pounds.

;ttttttttttttt<

In the case of any such refusal or default+ the .ourt may #y order compel an immediate inspection of the register and inde" or direct that the copies required shall #e sent to the persons requiring them.

C'nse23en0es '. .a*+3(e )' 0'm,+1 4*)& (e23*(emen)s as )' (e/*s)e( '4*n/ )' a/en)Cs de.a3+). 1>=. Ahere+ #y -irtue of pro-iso ;#< to su#section ;2< of section 1(5+ the register of mem#ers is 8ept at the office of some person other than the company+ and #y reason of any default of his the company fails to comply with su#section ;3< of that section+ su#section ;3< of section 1( + or section 1(% or with any requirements of this :aw as to the production of the register+ that other person shall #e lia#le to the same penalties as if he were an officer of the company who was in default+ and the power of the .ourt under su#section ;4< of section 1(% shall e"tend to the ma8ing of orders against that other person and his officers and ser-ants.

P'4e( )' 0+'se (e/*s)e(. 11>. & company may+ on gi-ing notice #y ad-ertisement in some newspaper circulating in the district in which the registered office of the company is situate+ close the register of mem#ers for any time or times not e"ceeding in the whole thirty days in each year.

P'4e( '. C'3() )' (e0)*.1 (e/*s)e(. 111.(1) If 6

;uuuuuuuuuuuuu<

the name of any person is+ without sufficient cause+ entered in or omitted from the register of mem#ers of a companyD or

'

;-------------<

default is made or unnecessary delay ta8es place in entering on the register the fact of any person ha-ing ceased to #e a mem#er+

the person aggrie-ed+ or any mem#er of the company+ or the company+ may apply to the .ourt for rectification of the register.

;wwwwwwwwwwwww<

Ahere an application is made under this section+ the .ourt may either refuse the application or may order rectification of the register and payment #y the company of any damages5 sustained #y any party aggrie-ed.

;"""""""""""""<

9n an application under this section the .ourt may decide any question relating to the title of any person who is a party to the application to ha-e his name entered in or omitted from the register+ whether the question arises #etween mem#ers or alleged mem#ers+ or #etween mem#ers or alleged mem#ers on the one hand and the company on the other hand+ and generally may decide any question necessary or e"pedient to #e decided for rectification of the register.

;yyyyyyyyyyyyy<

In the case of a company required #y this :aw to send a list of its mem#ers to the registrar of companies+ the .ourt+ when ma8ing an order for rectification of the register shall #y its order direct notice of the rectification to #e gi-en to the registrar.

T(3s)s n') )' 9e en)e(ed 'n (e/*s)e( *n )&e C'+'n1. 11-. 7o notice of any trust+ e"pressed+ implied or constructi-e+ shall #e entered on the register+ or #e recei-a#le #y the registrar+ in the case of companies registered in the .olony.

Re/*s)e( )' 9e e@*den0e. 113. )he register of mem#ers shall #e prima facie e-idence of any matters #y this :aw directed or authorised to #e inserted therein.

N')*.*0a)*'n '. ne4 s&a(e&'+de(s. 113A.(1) &ny transfer of shares of a pri-ate company with share capital shall #e notified to the Registrar of .ompanies in the form specified #y the Registrar within fourteen days from the registration of this transfer in the register of its mem#ers. (-) )his notification shall include the followingC

;EEEEEEEEEEEEE< ;aaaaaaaaaaaaaa<
notificationD and

)he names and addresses of the old and new mem#ersD the num#er of shares held #y the mem#ers e"isting at the date of the

;##############<

the details of the shares which are transferred #y 6

!(

;cccccccccccccc< ;dddddddddddddd<

persons who continue to #e mem#ersD and

persons who ceased to #e mem#ers+ that is to say the num#er of shares and the date of registration of the transfer.

"ominion Register.

P'4e( .'( 0'm,an1 )' Dee, d'm*n*'n (e/*s)e(. 115.(1) & company ha-ing a share capital whose o#$ects comprise the transaction of #usiness in any part of Ber Ma$esty5s dominions outside the .olony may cause to #e 8ept in any such part of Ber Ma$esty5s dominions in which it transacts #usiness a #ranch register of mem#ers resident in that part ;in this :aw called a 0dominion register1<.

;eeeeeeeeeeeeee<

)he company shall gi-e to the registrar of companies notice of the situation of the office where any dominion register is 8ept and of any change in its situation+ and if it is discontinued of its discontinuance+ and any such notice shall #e gi-en within fourteen days of the opening of the office or of the change or discontinuance+ as the case may #e.

;ffffffffffffff< If default is made in complying with su#section ;2<+ the company and e-ery officer of the
company who is in default shall #e lia#le to a default fine.

;gggggggggggggg<

References to a colonial register occurring in any articles registered #efore the commencement of this :aw shall #e construed as references to a dominion register.

Re/3+a)*'ns as )' d'm*n*'n (e/*s)e(. 116.(1) & dominion register shall #e deemed to #e part of the company5s register of mem#ers which in this section is called 0the principal register.1

;hhhhhhhhhhhhhh<

)he dominion register shall #e 8ept in the same manner in which the principal register is #y this :aw required to #e 8ept+ e"cept that the ad-ertisement #efore closing the register shall #e inserted in some newspaper circulating in the district where the dominion register is 8ept+ and that any competent .ourt in that part of Ber Ma$esty5s dominions where the register is 8ept may e"ercise the same $urisdiction of rectifying the register as is under this :aw e"ercisa#le #y the .ourt+ and that the offences of refusing inspection or copies of a dominion register+ and of authorising or permitting the refusal may #e prosecuted summarily #efore any tri#unal ha-ing summary criminal $urisdiction in that part of Ber Ma$esty5s dominions.

;iiiiiiiiiiiiii<

)he company shall 6

;$$$$$$$$$$$$$$<

transmit to its registered office a copy of e-ery entry in its dominion register as soon as may #e after the entry is madeD and cause to #e 8ept at the place where the company5s principal register is 8ept a duplicate of its dominion register duly entered up from time to time.

;88888888888888<

!1

,-ery such duplicate shall for all the purposes of this :aw #e deemed to #e part of the principal register.

;llllllllllllll<

Su#$ect to the pro-isions of this section with respect to the duplicate register+ the shares registered in a dominion register shall #e distinguished from the shares registered in the principal register+ and no transaction with respect to any shares registered in a dominion register shall+ during the continuance of that registration+ #e registered in any other register.

;mmmmmmmmmmmmmm< & company may discontinue to 8eep a dominion register+ and thereupon all
entries in that register shall #e transferred to some other dominion register 8ept #y the company in the same part of Ber Ma$esty5s dominions or to the principal register.

;nnnnnnnnnnnnnn< ;oooooooooooooo<

Su#$ect to the pro-isions of this :aw+ any company may+ #y its articles+ ma8e such pro-isions as it may thin8 fit respecting the 8eeping of dominion registers. If default is made in complying with su#section ;3<+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fineD and where+ #y -irtue of pro-iso ;#< to su#section ;2< of section 1(5+ the principal register is 8ept at the office of some person other than the company and #y reason of any default of his the company fails to comply with paragraph ;#< of su#section ;3<+ he shall #e lia#le to the same penalty as if he were an officer of the company who was in default.

S)am, d3)*es *n 0ase '. s&a(es (e/*s)e(ed *n d'm*n*'n (e/*s)e(s. 117. &n instrument of transfer of a share registered in a dominion register shall #e deemed to #e a transfer of property situate out of the .olony+ and+ unless e"ecuted in any part of the .olony+ shall #e e"empt from stamp duty chargea#le in the .olony.

P('@*s*'ns as )' 9(an0& (e/*s)e(s '. d'm*n*'n 0'm,an*es De,) *n )&e C'+'n1. 11;.(1) If #y -irtue of the law in force in any part of Ber Ma$esty5s dominions outside the .olony companies incorporated under that law ha-e power to 8eep the .olony #ranch registers of their mem#ers resident in the .olony+ the =o-ernor in .ouncil may direct that su#section ;2< of section 1(5 ;e"cept the pro-iso thereto< and sections 1(% and 111 shall+ su#$ect to any modifications and adaptations specified in the 9rder in .ouncil+ apply to and in relation to any such #ranch registers 8ept in the .olony as they apply to and in relation to the registers of companies within the meaning of this :aw.

;pppppppppppppp<

3or the purposes of this section+ the e"pression 0Ber Ma$esty5s dominions1 includes any territory which is under Ber Ma$esty5s protection or in respect of which a mandate under the :eague of 7ations has #een accepted #y Ber Ma$esty.

;qqqqqqqqqqqqqq<

3or the purposes of the Mandated and )rust )erritories &ct+ 1'4! ;which ma8es pro-ision as to the application and modification of enactments in relation to such mandates as aforesaid and the trusteeship system of the /nited 7ations<+ su#sections ;1< and ;2< shall #e deemed to #e contained in an &ct of an earlier session than that &ct.

!2

Annual Return.

Ann3a+ (e)3(n )' 9e made 91 0'm,an1 &a@*n/ a s&a(e 0a,*)a+. 11<.(1) ,-ery company ha-ing a share capital shall+ once at least in e-ery year ma8e a return containing with respect to the registered office of the company+ registers of mem#ers and de#enture holders+ shares and de#entures+ inde#tedness+ past and present mem#ers and directors and secretary+ the matters specified in *art I of the Si"th Schedule+ and the said return shall #e in the form set out in *art II of that Schedule or as near thereto as circumstances admitC *ro-ided that 6

;rrrrrrrrrrrrrr< a company need not ma8e a return under this su#section either in the year of its
incorporation or+ if it is not required #y section 125 to hold an annual general meeting during the following year+ in that yearD

;ssssssssssssss<

where the company has con-erted any of its shares into stoc8 and gi-en notice of the con-ersion to the registrar of companies+ the list referred to in paragraph 5 of *art I of the said Si"th Schedule must state the amount of stoc8 held #y each of the e"isting mem#ers instead of the amount of shares and the particulars relating to shares required #y that paragraphD and the return may+ in any year+ if the return for either of the two immediately preceding years has gi-en as at the date of that return the full particulars required #y the said paragraph 5+ gi-e only such of the particulars required #y that paragraph as relate to persons ceasing to #e or #ecoming mem#ers since the date of the last return and to shares transferred since that date or to changes as compared with that date in the amount of stoc8 held #y a mem#er.

;tttttttttttttt<

(-)

In the case of a company 8eeping a dominion register 6

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references in pro-iso ;c< to su#section ;1< to the particulars required #y the said paragraph 5 shall #e ta8en as not including any such particulars contained in the dominion register+ in so far as copies of the entries containing those particulars are not recei-ed at the registered office of the company #efore the date when the return in question is madeD and where an annual return is made #etween the date when any entries are made in the dominion register and the date when copies of those entries are recei-ed at the registered office of the company+ the particulars contained in those entries+ so far as rele-ant to an annual return+ shall #e included in the ne"t or a su#sequent annual return as may #e appropriate ha-ing regard to the particulars included in that return with respect to the company5s register of mem#ers.

;--------------<

;wwwwwwwwwwwwww< ;""""""""""""""<

If a company falls to comply with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine. 3or the purposes of this section and of *art I of the Si"th Schedule the e"pressions 0director1 and 0officer1 shall include any person in accordance with whose directions or instructions the directors of

!3

the company are accustomed to act.

Ann3a+ (e)3(n )' 9e made 91 0'm,an1 n') &a@*n/ a s&a(e 0a,*)a+. 11=.(1) ,-ery company not ha-ing a share capital shall once at least in e-ery calendar year ma8e a return stating 6

;yyyyyyyyyyyyyy< ;EEEEEEEEEEEEEE<

the address of the registered office of the companyD

in a case in which the register of mem#ers is+ under the pro-isions of this :aw+ 8ept elsewhere than at that office+ the address of the place where it is 8eptD in a case in which any register of holders of de#entures of the company is+ under the pro-isions of this :aw+ 8ept+ elsewhere than at the registered office of the company+ the address of the place where it is 8eptD

;aaaaaaaaaaaaaaa<

;###############< all such particulars with respect to the persons who at the date of the
return are the directors of the company and any person who at that date is secretary of the company as are #y this :aw required to #e contained with respect to directors and the secretary respecti-ely in the register of directors and secretaries of a companyC *ro-ided that a company need not ma8e a return under this su#section either in the year of its incorporation or+ if it is not required #y section 125 to hold an annual general meeting during the following year+ in that year.

;ccccccccccccccc<

)here shall #e anne"ed to the return a statement containing particulars of the total amount of the inde#tedness of the company in respect of all charges and mortgages which are required to #e registered or recorded with the registrar of companies under this :aw or which would ha-e #een required so to #e registered if created after the 1st day of @uly+ 1'22.

;ddddddddddddddd< If a company fails to comply with this section+ the company and e-ery officer of the
company who is in default shall #e lia#le to a default fine.

;eeeeeeeeeeeeeee<

3or the purposes of this section the e"pressions 0officer1 and 0director1 shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

T*me .'( 0'm,+e)*'n '. ann3a+ (e)3(n. 1->.(1) )he annual return must #e completed within forty6two days after the annual general meeting for the year+ whether or not that meeting is the first or only ordinary general meeting+ or the first or only general meeting+ of the company in the year+ and the company must forthwith forward to the registrar of companies a copy signed #oth #y a director and #y the secretary of the company. (-) If a company fails to comply with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine. 3or the purposes of this su#section the e"pression 0officer1 shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

!4

D'03men)s )' 9e anne8ed )' ann3a+ (e)3(n. 1-1.(1) Su#$ect to the pro-isions of this :aw+ there shall #e anne"ed to the annual return 6

;fffffffffffffff< a written copy+ certified #oth #y a director and #y the secretary of the company
to #e a true copy+ of e-ery #alance sheet laid #efore the company in general meeting during the period to which the return relates ;including e-ery document required #y law to #e anne"ed to the #alance sheet<D and

;ggggggggggggggg< a copy+ certified as aforesaid+ of the report of the auditors on+ and of
the report of the directors accompanying+ each such #alance sheet+ and where any such #alance sheet or document required #y law to #e anne"ed thereto is in a foreign language+ there shall #e anne"ed to that #alance sheet a translation in ,nglish of the #alance sheet or document certified in the prescri#ed manner to #e a correct translation.

;hhhhhhhhhhhhhhh< If any such #alance sheet as aforesaid or document required #y law to #e anne"ed
thereto did not comply with the requirements of the law as in force at the date of the audit with respect to the form of #alance sheets or documents aforesaid+ as the case may #e+ there shall #e made such additions to and corrections in the copy as would ha-e #een required to #e made in the #alance sheet or documents in order to ma8e it comply with the said requirements+ and the fact that the copy has #een so amended shall #e stated thereon.

;iiiiiiiiiiiiiii<

If a company fails to comply with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine. 3or the purposes of this su#section+ the e"pression 0officer1 shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

Ce()*.*0a)es )' 9e sen) 91 ,(*@a)e 0'm,an1 4*)& ann3a+ (e)3(n. 1--. & pri-ate company shall send with the annual return required #y section 11% a certificate signed #oth #y a director and #y 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 in-itation to the pu#lic to su#scri#e for any shares or de#entures of the company+ and+ where the annual return discloses the fact that the num#er of mem#ers of the company e"ceeds fifty+ also a certificate so signed that the e"cess consists wholly of persons who under paragraph ;#< of su#section ;1< of section 2' are not to #e included in rec8oning the num#er of fifty.

E8em,)*'n? *n 0e()a*n 0ases? '. ,(*@a)e 0'm,an*es .('m (e23*(emen)s '. se0)*'n 1-1. 1-3.(1) & pri-ate company shall #e e"cepted from the requirements imposed #y section 121 if+ #ut only if+ 6

;$$$$$$$$$$$$$$$<

the conditions mentioned in su#section ;2< are satisfied at the date of the return and ha-e #een satisfied at all times since the commencement of this :awD and

!5

;888888888888888< there is sent with the return a certificate+ signed #y the persons signing
the certificates required to #e so sent #y section 122 that to the #est of their 8nowledge and #elief the said conditions are and ha-e #een satisfied as aforesaidC *ro-ided that if at any time it is shown that the said conditions are then satisfied in the case of any pri-ate company+ the =o-ernor may on the application of the company5s directors direct that+ in relation to any su#sequent annual returns of the company+ it shall not #e necessary for the said conditions to ha-e #een satisfied #efore that time+ and the certificates sent with those returns shall in that e-ent relate only to the period since that time. (-) )he said conditions are 6

;lllllllllllllll<

that the conditions contained in the Se-enth Schedule are satisfied as to the persons interested in the company5s shares and de#enturesD and that the num#er of persons holding de#entures of the company is not more than fifty ;$oint holders #eing treated as a single person<D and

;mmmmmmmmmmmmmmm<

;nnnnnnnnnnnnnnn< that no #ody corporate is a director of the company and neither the
company nor any of the directors is party or pri-y to any arrangement where#y the policy of the company is capa#le of #eing determined #y persons other than the directors+ mem#ers and de#enture holders or trustees for de#enture holders.

;ooooooooooooooo< & prosecution shall not #e instituted in respect of any failure of a pri-ate company to
comply with section 121 e"cept #y or with the consent of the &ttorney6=eneral.

;ppppppppppppppp< &ny reference in this :aw to an e"empt pri-ate company shall #e construed as referring
to a company with respect to which the conditions mentioned in su#section ;2< are satisfied and ha-e #een satisfied at all times since the commencement of this :aw or since the gi-ing #y the =o-ernor of a direction under the pro-iso to su#section ;1<.

;qqqqqqqqqqqqqqq< References in this section to the said conditions ha-ing #een satisfied since the
commencement of this :aw shall+ in relation to a company first registered after the commencement of this :aw+ #e construed as referring to the conditions ha-ing #een satisfied since the company5s registration.

Meetings and Proceedings.

S)a)3)'(1 mee)*n/ and s)a)3)'(1 (e,'(). 1-5.(1) ,-ery company limited #y shares and e-ery company limited #y guarantee and ha-ing a share capital shall+ within a period of not less than one month nor more than three months from the date at which the company is entitled to commence #usiness+ hold a general meeting of the mem#ers of the company+ which shall #e called the 0statutory meeting1. (-) )he directors shall+ at least fourteen days #efore the day on which the meeting is held+ forward a report ;in this :aw referred to as the 0statutory report1< to e-ery mem#er of the companyC

*ro-ided that if the statutory report is forwarded later than is required #y this su#section+ it shall+ notwithstanding that fact+ #e deemed to ha-e #een duly forwarded if it is so agreed #y all the mem#ers entitled to attend and -ote at the meeting. (3) )he statutory report shall #e certified #y not less than two directors of the company and shall state 6

;rrrrrrrrrrrrrrr< the total num#er of shares allotted+ distinguishing shares allotted as fully or
partly paid up otherwise than in cash+ and stating in the case of shares partly paid up the e"tent to which they are so paid up+ and in either case the consideration for which they ha-e #een allottedD

;sssssssssssssss< ;ttttttttttttttt<

the total amount of cash recei-ed #y the company in respect of all the shares allotted+ distinguished as aforesaidD an a#stract of the receipts of the company and of the payments made thereout+ up to a date within se-en days of the date of the report+ e"hi#iting under distincti-e headings the receipts of the company from shares and de#entures and other sources+ the payments made thereout+ and particulars concerning the #alance remaining in hand+ and an account or estimate of the preliminary e"penses of the companyD

;uuuuuuuuuuuuuuu< the names+ addresses and descriptions of the directors+ auditors+ if any+
managers+ if any+ and secretary of the companyD and

;---------------< the particulars of any contract the modification of which is to #e

su#mitted to the meeting for its appro-al+ together with the particulars of the modification or proposed modification.

;wwwwwwwwwwwwwww< )he statutory report shall+ so far as it relates to the shares allotted #y the
company+ and to the cash recei-ed in respect of such shares+ and to the receipts and payments of the company on capital account+ #e certified as correct #y the auditors+ if any+ of the company.

;"""""""""""""""< )he directors shall cause a copy of the statutory report+ certified as required #y this
section+ to #e deli-ered to the registrar of companies for registration forthwith after the sending thereof to the mem#ers of the company.

;yyyyyyyyyyyyyyy< )he directors shall cause a list showing the names+ descriptions and addresses of the
mem#ers of the company+ and the num#er of shares held #y them respecti-ely+ to #e produced at the commencement of the meeting and to remain open and accessi#le to any mem#er of the company during the continuance of the meeting.

;EEEEEEEEEEEEEEE<

)he mem#ers of the company present at the meeting shall #e at li#erty to discuss any matter relating to the formation of the company+ or arising out of the statutory report+ whether pre-ious notice has #een gi-en or not+ #ut no resolution of which notice has not #een gi-en in accordance with the articles may #e passed.

;aaaaaaaaaaaaaaaa<

)he meeting may ad$ourn from time to time+ and at any ad$ourned meeting any resolution of which notice has #een gi-en in accordance with the articles+ either #efore or su#sequently to the former meeting+ may #e passed+ and the ad$ourned meeting shall ha-e the same powers as an original meeting.

;################< In the e-ent of any default in complying with the pro-isions of this section+ e-ery

!!

director of the company who is 8nowingly and wilfully guilty of the default or+ in the case of default #y the company+ e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fifty pounds.

;cccccccccccccccc<

)his section shall not apply to a pri-ate company.

Ann3a+ /ene(a+ mee)*n/. 1-6.(1) ,-ery company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year+ and shall specify the meeting as such in the notices calling itD and not more than fifteen months shall elapse #etween the date of one annual general meeting of a company and that of the ne"tC *ro-ided that+ so long as a company holds its first annual general meeting within eighteen months of its incorporation+ it need not hold it in the year of its incorporation or in the following year.

;dddddddddddddddd< If default is made in holding a meeting of the company in accordance with su#section
;1<+ the =o-ernor may+ on the application of any mem#er of the company+ direct the calling of a general meeting of the company and gi-e such ancillary or consequential directions as the =o-ernor thin8s e"pedient+ including directions modifying or supplementing+ in relation to the calling+ holding and conducting of the meeting+ the operation of the company5s articlesD and it is here#y declared that the directions that may #e gi-en under this su#section include a direction that one mem#er of the company present in person or #y pro"y shall #e deemed to constitute a meeting.

;eeeeeeeeeeeeeeee<

& general meeting held in pursuance of su#section ;2< shall+ su#$ect to any directions of the =o-ernor+ #e deemed to #e an annual general meeting of the companyD #ut+ where a meeting so held is not held in the year in which the default in holding the company5s annual general meeting occurred+ the meeting so held shall not #e treated as the annual general meeting for the year in which it is held unless at that meeting the company resol-es that it shall #e so treated.

;ffffffffffffffff< Ahere a company resol-es that a meeting shall #e so treated+ a copy of the resolution shall+ within
fifteen days after the passing thereof+ #e forwarded to the registrar of companies and recorded #y him.

;gggggggggggggggg< If default is made in holding a meeting of the company in accordance with su#section
;1<+ or in complying with any directions of the =o-ernor under su#section ;2<+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fifty pounds+ and if default is made in complying with su#section ;4<+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine of two pounds.

C'n@en*n/ '. e8)(a'(d*na(1 /ene(a+ mee)*n/ 'n (e23*s*)*'n. 1-7.(1) )he directors of a company+ notwithstanding anything in its articles+ shall+ on the requisition of mem#ers of the company holding at the date of the deposit of the requisition not less than one6tenth of such of the paid6up capital of the company as at the date of the deposit carries the right of -oting at general meetings of the company+ or+ in the case of a company not ha-ing a share capital+ mem#ers of the company representing not less than one 6tenth of the total -oting rights of all the mem#ers ha-ing at the said date a right to -ote at general meetings of the company+ forthwith proceed duly to con-ene an e"traordinary general meeting of the company.

;hhhhhhhhhhhhhhhh< )he requisition must state the o#$ects of the meeting+ and must #e signed #y the

!%

requisitionists and deposited at the registered office of the company+ and may consist of se-eral documents in li8e form each signed #y one or more requisitionists.

;iiiiiiiiiiiiiiii< If the directors do not within twenty6one days from the date of the deposit of the requisition
proceed duly to con-ene a meeting+ the requisitionists+ or any of them representing more than one half of the total -oting rights of all of them+ may themsel-es con-ene a meeting+ #ut any meeting so con-ened shall not #e held after the e"piration of three months from the said date.

;$$$$$$$$$$$$$$$$< & meeting con-ened under this section #y the requisitionists shall #e con-ened in the same
manner+ as nearly as possi#le+ as that in which meetings are to #e con-ened #y directors.

;8888888888888888< &ny reasona#le e"penses incurred #y the requisitionists #y reason of the failure of the
directors duly to con-ene a meeting shall #e repaid to the requisitionists #y the company+ and any sum so repaid shall #e retained #y the company out of any sums due or to #ecome due from the company #y way of fees or other remuneration in respect of their ser-ices to such of the directors as were in default.

;llllllllllllllll< 3or the purposes of this section the directors shall+ in the case of a meeting at which a resolution is
to #e proposed as a special resolution+ #e deemed not to ha-e duly con-ened the meeting if they do not gi-e such notice thereof as is required #y section 135.

Len/)& '. n')*0e .'( 0a++*n/ mee)*n/s. 1-;.(1) &ny pro-ision of a company5s articles shall #e -oid in so far as it pro-ides for the calling of a meeting of the company+ other than an ad$ourned meeting+ #y a shorter notice than 6

;mmmmmmmmmmmmmmmm<
one days5 notice in writingD and

in the case of the annual general meeting+ twenty6

;nnnnnnnnnnnnnnnn< in the case of a meeting other than an annual general meeting or a

meeting for the passing of a special resolution+ fourteen days5 notice in writing. (-) Sa-e in so far as the articles of a company ma8e other pro-ision in that #ehalf+ not #eing a pro-ision a-oided #y su#section ;1<+ a meeting of the company+ other than an ad$ourned meeting+ may #e called 6

;oooooooooooooooo< in the case of the annual general meeting+ #y twenty6one days5 notice
in writingD and

;pppppppppppppppp< in the case of a meeting other than an annual general meeting or a

meeting for the passing of a special resolution+ #y fourteen days5 notice in writing. (3) & meeting of a company shall+ notwithstanding that it is called #y shorter notice than that specified in su#6section ;2< or in the company5s articles+ as the case may #e+ #e deemed to ha-e #een duly called if it is so agreed 6

;qqqqqqqqqqqqqqqq< in the case of a meeting called as the annual general meeting+ #y all
the mem#ers entitled to attend and -ote thereatD and

;rrrrrrrrrrrrrrrr<

in the case of any other meeting+ #y a ma$ority in num#er of the

!'

mem#ers ha-ing a right to attend and -ote at the meeting+ #eing a ma$ority together holding not less than ninety6fi-e per cent in nominal -alue of the shares gi-ing a right to attend and -ote at the meeting+ or+ in the case of a company not ha-ing a share capital+ together representing not less than ninety6fi-e per cent of the total -oting rights at that meeting of all the mem#ers.

Gene(a+ ,('@*s*'ns as )' mee)*n/s and @')es. 1-<. )he following pro-isions shall ha-e effect in so far as the articles of the company do not ma8e other pro-ision in that #ehalfC6

;ssssssssssssssss<

notice of the meeting of a company shall #e ser-ed on e-ery mem#er of the company in the manner in which notices are required to #e ser-ed #y )a#le &+ and for the purpose of this paragraph the e"pression 0)a#le &1 means that )a#le as for the time #eing in forceD

;tttttttttttttttt< two or more mem#ers holding not less than one6tenth of the issued share
capital or+ if the company has not a share capital+ not less than fi-e per cent in num#er of the mem#ers of the company may call a meetingD

;uuuuuuuuuuuuuuuu< in the case of a pri-ate company two mem#ers+ and in the case of any
other company three mem#ers+ personally present shall #e a quorumD

;----------------< any mem#er elected #y the mem#ers present at a meeting may #e

chairman thereofD

;wwwwwwwwwwwwwwww<

in the case of a company originally ha-ing a share capital+ e-ery mem#er shall ha-e one -ote in respect of each share or each ten pounds of stoc8 held #y him+ and in any other case e-ery mem#er shall ha-e one -ote.

P'4e( '. C'3() )' '(de( mee)*n/. 1-=.(1) If for any reason it is impractica#le to call a meeting of a company in any manner in which meetings of that company may #e called+ or to conduct the meeting of the company in manner prescri#ed #y the articles or this :aw+ the .ourt may+ either of its own motion or on the application of any director of the company or of any mem#er of the company who would #e entitled to -ote at the meeting+ order a meeting of the company to #e called+ held and conducted in such manner as the .ourt thin8s fit+ and where any such order is made may gi-e such ancillary or consequential directions as it thin8s e"pedientD and it is here#y declared that the directions that may #e gi-en under this su#section include a direction that one mem#er of the company present in person or #y pro"y shall #e deemed to constitute a meeting. (-) &ny meeting called+ held and conducted in accordance with an order under su#section ;1< shall for all purposes #e deemed to #e a meeting of the company duly called+ held and conducted.

%(

P('8*es. 13>.(1) &ny mem#er of a company entitled to attend and -ote at a meeting of the company shall #e entitled to appoint another person+ whether a mem#er or not+ as his pro"y to attend and -ote instead of him+ and a pro"y appointed to attend and -ote instead of a mem#er of a pri-ate company shall also ha-e the same right as the mem#er to spea8 at the meetingC *ro-ided that+ unless the articles otherwise pro-ide+ 6

;""""""""""""""""< this su#section shall not apply in the case of a company not ha-ing a
share capitalD and

;yyyyyyyyyyyyyyyy< a mem#er of a pri-ate company shall not #e entitled to appoint more

than one pro"y to attend on the same occasionD and

;EEEEEEEEEEEEEEEE<

a pro"y shall not #e entitled to -ote e"cept on a poll.

;aaaaaaaaaaaaaaaaa< In e-ery notice calling a meeting of a company ha-ing a share capital there shall appear
with reasona#le prominence a statement that a mem#er entitled to attend and -ote is entitled to appoint a pro"y or+ where that is allowed+ one or more pro"ies to attend and -ote instead of him+ and that a pro"y need not also #e a mem#erD and if default is made in complying with this su#section as respects any meeting+ e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fifty pounds.

;#################<

&ny pro-ision contained in a company5s articles shall #e -oid in so far as it would ha-e the effect of requiring the instrument appointing a pro"y+ or any other document necessary to show the -alidity of or otherwise relating to the appointment of a pro"y+ to #e recei-ed #y the company or any other person more than forty6eight hours #efore a meeting or ad$ourned meeting in order that the appointment may #e effecti-e thereat.

;ccccccccccccccccc< If for the purpose of any meeting of a company in-itations to appoint as pro"y a person
or one of a num#er of persons specified in the in-itations are issued at the company5s e"pense to some only of the mem#ers entitled to #e sent a notice of the meeting and to -ote thereat #y pro"y+ e-ery officer of the company who 8nowingly and wilfully authorises or permits their issue as aforesaid shall #e lia#le to a fine not e"ceeding one hundred poundsC *ro-ided that an officer shall not #e lia#le under this su#section #y reason only of the issue to a mem#er at his request in writing of a form of appointment naming the pro"y or of a list of persons willing to act as pro"y if the form or list is a-aila#le on request in writing to e-ery mem#er entitled to -ote at the meeting #y pro"y. (6) )his section shall apply to meetings of any class of mem#ers of a company as it applies to general meetings of the company.

R*/&) )' demand a ,'++. 131.(1) &ny pro-ision contained in a company5s articles shall #e -oid in so far as it would ha-e the effect either 6

;ddddddddddddddddd<

of e"cluding the right to demand a poll at a general meeting on any question other than the election of the chairman of the meeting or the

%1

ad$ournment of the meetingD or

;eeeeeeeeeeeeeeeee< of ma8ing ineffecti-e a demand for a poll on any such question which
is made either 6

;fffffffffffffffff<
meetingD or

#y not less than fi-e mem#ers ha-ing the right to -ote at the

;ggggggggggggggggg<

#y a mem#er or mem#ers representing not less than one6tenth of the total -oting rights of all the mem#ers ha-ing the right to -ote at the meetingD or #y a mem#er or mem#ers holding shares in the company conferring a right to -ote at the meeting+ #eing shares on which an aggregate sum has #een paid up equal to not less than one6tenth of the total sum paid up on all the shares conferring that right.

;hhhhhhhhhhhhhhhhh<

(-) )he instrument appointing a pro"y to -ote at a meeting of a company shall #e deemed also to confer authority to demand or $oin in demanding a poll+ and for the purposes of su#section ;1< a demand #y a person as pro"y for a mem#er shall #e the same as a demand #y the mem#er.

')*n/ 'n a ,'++. 13-. 9n a poll ta8en at a meeting of a company or a meeting of any class of mem#ers of a company+ a mem#er entitled to more than one -ote need not+ if he -otes+ use all his -otes or cast all the -otes he uses in the same way.

Re,(esen)a)*'n '. 0'(,'(a)*'ns a) mee)*n/s '. 0'm,an*es and '. 0(ed*)'(s. 133.(1) & corporation+ whether a company within the meaning of this :aw or not+ may 6

;iiiiiiiiiiiiiiiii< if it is a mem#er of another corporation+ #eing a company within the meaning

of this :aw+ #y resolution of its directors or other go-erning #ody authorise such person as it thin8s fit to act as its representati-e at any meeting of the company or at any meeting of any class of mem#ers of the companyD

;$$$$$$$$$$$$$$$$$< if it is a creditor+ including a holder of de#entures+ of another corporation+ #eing

a company within the meaning of this :aw+ #y resolution of its directors or other go-erning #ody authorise such person as it thin8s fit to act as its representati-e at any meeting of any creditors of the company held in pursuance of this :aw or of any rules made thereunder+ or in pursuance of the pro-isions contained in any de#enture or trust deed+ as the case may #e. (-) & person authorised as aforesaid shall #e entitled to e"ercise the same powers on #ehalf of the corporation which he represents as that corporation could e"ercise if it were an indi-idual shareholder+ creditor or holder of de#entures of that other company.

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C*(03+a)*'n '. mem9e(sC (es'+3)*'ns? e)0. 135.(1) Su#$ect to the following pro-isions of this section it shall #e the duty of a company+ on the requisition in writing of such num#er of mem#ers as is hereinafter specified and+ unless the company otherwise resol-es+ at the e"pense of the requisitionists+ 6

;88888888888888888<

to gi-e to mem#ers of the company entitled to recei-e notice of the ne"t annual general meeting notice of any resolution which may properly #e mo-ed and is intended to #e mo-ed at that meetingD

;lllllllllllllllll< to circulate to mem#ers entitled to ha-e notice of any general meeting sent to
them any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the #usiness to #e dealt with at that meeting. (-) )he num#er of mem#ers necessary for a requisition under su#section ;1< shall #e 6

;mmmmmmmmmmmmmmmmm<

any num#er of mem#ers representing not less than one twentieth of the total -oting rights of all the mem#ers ha-ing at the date of the requisition a right to -ote at the meeting to which the requisition relatesD or not less than one hundred mem#ers holding shares in the company on which there has #een paid up an a-erage sum+ per mem#er+ of not less than one hundred pounds.

;nnnnnnnnnnnnnnnnn<

(3) 7otice of any such resolution shall #e gi-en+ and any such statement shall #e circulated+ to mem#ers of the company entitled to ha-e notice of the meeting sent to them #y ser-ing a copy of the resolution or statement on each such mem#er in any manner permitted for ser-ice of notice of the meeting+ and notice of any such resolution shall #e gi-en to any other mem#er of the company #y gi-ing notice of the general effect of the resolution in any manner permitted for gi-ing him notice of meetings of the companyC *ro-ided that the copy shall #e ser-ed+ or notice of the effect of the resolution shall #e gi-en+ as the case may #e+ in the same manner and+ so far as practica#le+ at the same time as notice of the meeting and+ where it is not practica#le for it to #e ser-ed or gi-en at that time+ it shall #e ser-ed or gi-en as soon as practica#le thereafter. (5) & company shall not #e #ound under this section to gi-e notice of any resolution or to circulate any statement unless 6 0a1 a copy of the requisition signed #y the requisitionists ;or two or more copies which #etween them contain the signatures of all the requisitionists< is deposited at the registered office of the company 6

;ooooooooooooooooo< ;ppppppppppppppppp<
0b1

in the case of a requisition requiring notice of a resolution+ not less than si" wee8s #efore the meetingD and in the case of any other requisition+ not less than one wee8 #efore the meetingD and

there is deposited or tendered with the requisition a sum reasona#ly sufficient to meet the company5s e"penses in gi-ing effect theretoC

%3

*ro-ided that if+ after a copy of a requisition requiring notice of a resolution has #een deposited at the registered office of the company+ an annual general meeting is called for a date si" wee8s or less after the copy has #een deposited+ the copy though not deposited within the time required #y this su#section shall #e deemed to ha-e #een properly deposited for the purposes thereof.

;qqqqqqqqqqqqqqqqq<

)he company shall also not #e #ound under this section to circulate any statement if+ on the application either of the company or of any other person who claims to #e aggrie-ed+ the .ourt is satisfied that the rights conferred #y this section are #eing a#used to secure needless pu#licity for defamatory matterD and the .ourt may order the company5s costs on an application under this section to #e paid in whole or in part #y the requisitionists+ notwithstanding that they are not parties to the application.

;rrrrrrrrrrrrrrrrr<

7otwithstanding anything in the company5s articles+ the #usiness which may #e dealt with at an annual general meeting shall include any resolution of which notice is gi-en in accordance with this section+ and for the purposes of this su#section notice shall #e deemed to ha-e #een so gi-en notwithstanding the accidental omission+ in gi-ing it+ of one or more mem#ers.

;sssssssssssssssss<

In the e-ent of any default in complying with the pro-isions of this section+ e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding two hundred pounds.

E8)(a'(d*na(1 and s,e0*a+ (es'+3)*'ns. 136.(1) & resolution shall #e an e"traordinary resolution when it has #een passed #y a ma$ority of not less than three6fourths of such mem#ers as+ #eing entitled so to do+ -ote in person or+ where pro"ies are allowed+ #y pro"y+ at a general meeting of which notice specifying the intention to propose the resolution as an e"traordinary resolution has #een duly gi-en. (-) & resolution shall #e a special resolution when it has #een passed #y such a ma$ority as is required for the passing of an e"traordinary resolution and at a general meeting of which not less than twenty6one days5 notice+ specifying the intention to propose the resolution as a special resolution+ has #een duly gi-enC *ro-ided that+ if it is so agreed #y a ma$ority in num#er of the mem#ers ha-ing the right to attend and -ote at any such meeting+ #eing a ma$ority together holding not less than ninety6fi-e per cent in nominal -alue of the shares gi-ing that right+ or+ in the case of a company not ha-ing a share capital+ together representing not less than ninety6fi-e per cent of the total -oting rights at that meeting of all the mem#ers+ a resolution may #e proposed and passed as a special resolution at a meeting of which less than twenty6one days5 notice has #een gi-en.

;ttttttttttttttttt< &t any meeting at which an e"traordinary resolution or a special resolution is su#mitted to #e
passed+ a declaration of the chairman that the resolution is carried shall+ unless a poll is demanded+ #e conclusi-e e-idence of the fact without proof of the num#er or proportion of the -otes recorded in fa-our of or against the resolution.

;uuuuuuuuuuuuuuuuu<

In computing the ma$ority on a poll demanded on the question that an e"traordinary resolution or a special resolution #e passed+ reference shall #e had to the num#er of -otes cast for and against the resolution.

;-----------------<

3or the purposes of this section+ notice of a meeting shall #e deemed to #e duly gi-en and the meeting to #e duly held when the notice is gi-en and the meeting held in manner pro-ided #y this :aw or the articles.

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Res'+3)*'ns (e23*(*n/ s,e0*a+ n')*0e. 137. Ahere #y any pro-ision hereafter contained in this :aw special notice is required of a resolution+ the resolution shall not #e effecti-e unless notice of the intention to mo-e it has #een gi-en to the company not less than twenty6eight days #efore the meeting at which it is mo-ed+ and the company shall gi-e its mem#ers notice of any such resolution at the same time and in the same manner as it gi-es notice of the meeting or+ if that is not practica#le+ shall gi-e them notice thereof+ either #y ad-ertisement in a newspaper ha-ing an appropriate circulation or in any other mode allowed #y the articles+ not less than twenty6one days #efore the meetingC *ro-ided that if+ after notice of the intention to mo-e such a resolution has #een gi-en to the company+ a meeting is called for a date twenty6eight days or less after the notice has #een gi-en+ the notice though not gi-en within the time required #y this section shall #e deemed to ha-e #een properly gi-en for the purposes thereof.

Re/*s)(a)*'n and 0',*es '. 0e()a*n (es'+3)*'ns and a/(eemen)s. 13;.(1) & printed copy of e-ery resolution or agreement to which this section applies shall+ within fifteen days after the passing or ma8ing thereof+ #e forwarded to the registrar of companies and recorded #y himC *ro-ided that an e"empt pri-ate company need not forward a printed copy of any such resolution or agreement if instead it forwards to the registrar of companies a copy in some other form appro-ed #y him.

;wwwwwwwwwwwwwwwww<

Ahere articles ha-e #een registered+ a copy of e-ery such resolution or agreement for the time #eing in force shall #e em#odied in or anne"ed to e-ery copy of the articles issued after the passing of the resolution or the ma8ing of the agreement.

;"""""""""""""""""<

Ahere articles ha-e not #een registered+ a printed copy of e-ery such resolution or agreement shall #e forwarded to any mem#er at his request on payment of fifty mils or such less sum as the company may direct.

;yyyyyyyyyyyyyyyyy<

)his section shall apply to 6

;EEEEEEEEEEEEEEEEE< special resolutionsD ;aaaaaaaaaaaaaaaaaa< e"traordinary resolutionsD ;##################<

resolutions which ha-e #een agreed to #y all the mem#ers of a company+ #ut which+ if not so agreed to+ would not ha-e #een effecti-e for their purpose unless+ as the case may #e+ they had #een passed as special resolutions or as e"traordinary resolutionsD

;cccccccccccccccccc< resolutions or agreements which ha-e #een agreed to #y all the

mem#ers of some class of shareholders #ut which+ if not so agreed to+ would not ha-e #een effecti-e for their purpose unless they had #een passed #y some particular ma$ority or otherwise in some particular manner+ and all resolutions or agreements which effecti-ely #ind all the mem#ers of any class of shareholders though not agreed to #y all those mem#ersD

%5

;dddddddddddddddddd<

resolutions requiring a company to #e wound up -oluntarily+ passed under paragraph ;a< of su#section ;1< of section 2 1.

;eeeeeeeeeeeeeeeeee< If a company fails to comply with su#section ;1<+ the company and e-ery officer of the
company who is in default shall #e lia#le to a default fine of two pounds.

;ffffffffffffffffff<

If a company fails to comply with su#section ;2< or su#section ;3< of this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding one pound for each copy in respect of which default is made.

;gggggggggggggggggg<

3or the purposes of su#sections ;5< and ; <+ a liquidator of the company shall #e deemed to #e an officer of the company.

Res'+3)*'ns ,assed a) ad:'3(ned mee)*n/s. 13<. Ahere a resolution is passed at an ad$ourned meeting of 6

;hhhhhhhhhhhhhhhhhh<

a companyD

;iiiiiiiiiiiiiiiiii< the holders of any class of shares in a companyD ;$$$$$$$$$$$$$$$$$$< the directors of a company+
the resolution shall for all purposes #e treated as ha-ing #een passed on the date on which it was in fact passed+ and shall not #e deemed to ha-e #een passed on any earlier date.

M*n3)es '. ,('0eed*n/s '. mee)*n/s '. 0'm,an1 and '. d*(e0)'(s and mana/e(s. 13=.(1) ,-ery company shall cause minutes of all proceedings of general meetings+ all proceedings at meetings of its directors and+ where there are managers+ all proceedings at meetings of its managers to #e entered in #oo8s 8ept for that purpose.

;888888888888888888<

&ny such minute if purporting to #e signed #y the chairman of the meeting at which the proceedings were had+ or #y the chairman of the ne"t succeeding meeting+ shall #e e-idence of the proceedings.

;llllllllllllllllll< Ahere minutes ha-e #een made in accordance with the pro-isions of this section of the
proceedings at any general meeting of the company or meeting of directors or managers+ then+ until the contrary is pro-ed+ the meeting shall #e deemed to ha-e #een duly held and con-ened+ and all proceedings had thereat to ha-e #een duly had+ and all appointments of directors+ managers or liquidators shall #e deemed to #e -alid.

;mmmmmmmmmmmmmmmmmm< If a company fails to comply with su#section ;1<+ the company and
e-ery officer of the company who is in default shall #e lia#le to a default fine.

Ins,e0)*'n '. m*n3)e 9''Ds. 15>.(1) )he #oo8s containing the minutes of proceedings of any general meeting of a company shall #e 8ept at the registered office of the company+ and shall during #usiness hours ;su#$ect to such reasona#le restrictions as the company may #y its articles or in general meeting impose+ so that not less than two hours in each day #e allowed for inspection< #e open to the inspection of any mem#er without charge.

;nnnnnnnnnnnnnnnnnn<

&ny mem#er shall #e entitled to #e furnished within se-en days after he has made a request in that #ehalf to the company with a copy of any such minutes as aforesaid at a charge not e"ceeding fifty mils for e-ery hundred words.

;oooooooooooooooooo<

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 e-ery officer of the company who is in default shall #e lia#le in respect of each offence to a fine not e"ceeding two pounds and further to a default fine of two pounds.

;pppppppppppppppppp<

In the case of any such refusal or default+ the .ourt may #y order compel an immediate inspection of the #oo8s in respect of all proceedings of general meetings or direct that the copies required shall #e sent to the persons requiring them.

Accounts and Audit.

%ee,*n/ '. 9''Ds '. a00'3n). 151.(1) ,-ery company shall cause to #e 8ept proper #oo8s of account with respect to 6

;qqqqqqqqqqqqqqqqqq< ;rrrrrrrrrrrrrrrrrr< ;ssssssssssssssssss<

all sums of money recei-ed and e"pended #y the company and the matters in respect of which the receipt and e"penditure ta8es placeD all sales and purchases of goods #y the companyD the assets and lia#ilities of the company.

;tttttttttttttttttt< 3or the purposes of su#section ;1<+ proper #oo8s of account shall not #e deemed to #e 8ept with
respect to the matters aforesaid if there are not 8ept such #oo8s as are necessary to gi-e a true and fair -iew of the state of the company5s affairs and to e"plain its transactions.

;uuuuuuuuuuuuuuuuuu<

)he #oo8s of account shall #e 8ept at the registered office of the company or at such other place as the directors thin8 fit+ and shall at all times #e open to inspection #y the directorsC *ro-ided that if #oo8s of account are 8ept at a place outside the .olony there shall #e sent to+ and 8ept at a place in+ the .olony and #e at all times open to inspection #y the directors such accounts and returns with respect to the #usiness dealt with in the #oo8s of account so 8ept as will disclose with reasona#le accuracy the financial position of that #usiness at inter-als not e"ceeding si" months and will ena#le to #e prepared in accordance with this :aw the company5s #alance sheet+ its profit and loss account or income and e"penditure account+ and any document anne"ed to any of those documents gi-ing information which is required #y this :aw and is there#y allowed to #e so

%!

gi-en. (5) If any person #eing a director of a company fails to ta8e all reasona#le steps to secure compliance #y the company with the requirements of this section+ or has #y his own wilful act #een the cause of any default #y the company thereunder+ he shall+ in respect of each offence+ #e lia#le on con-iction to imprisonment not e"ceeding one year or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fineC *ro-ided that 6

;------------------<

in any proceedings against a person in respect of an offence under this section consisting of a failure to ta8e reasona#le steps to secure compliance #y the company with the requirements of this section+ it shall #e a defence to pro-e that he had reasona#le ground to #elie-e and did #elie-e that a competent and relia#le person was charged with the duty of seeing that those requirements were complied with and was in a position to discharge that dutyD and a person shall not #e sentenced to imprisonment for such an offence unless+ in the opinion of the .ourt dealing with the case+ the offence was committed wilfully.

;wwwwwwwwwwwwwwwwww<

P('.*) and +'ss a00'3n) and 9a+an0e s&ee). 15-.(1) )he directors of e-ery company shall at some date not later than eighteen months after the incorporation of the company and su#sequently once at least in e-ery calendar year lay #efore the company in general meeting a profit and loss account or+ in the case of a company not trading for profit+ an income and e"penditure account for the period+ in the case of the first account+ since the incorporation of the company+ and+ in any other case+ since the preceding account+ made up to a date not earlier than the date of the meeting #y more than nine months+ or+ in the case of a company carrying on #usiness or ha-ing interests a#road+ #y more than twel-e monthsC *ro-ided that the =o-ernor+ if for any special reason he thin8s fit so to do+ may+ in the case of any company+ e"tend the period of eighteen months aforesaid+ and in the case of any company and with respect to any year e"tend the periods of nine and twel-e months aforesaid.

;""""""""""""""""""<

)he directors shall cause to #e made out in e-ery calendar year+ and to #e laid #efore the company in general meeting+ a #alance sheet as at the date to which the profit and loss account or the income and e"penditure account+ as the case may #e+ is made up.

;yyyyyyyyyyyyyyyyyy<

If any person #eing a director of a company fails to ta8e all reasona#le steps to comply with the pro-isions of this section+ he shall+ in respect of each offence+ #e lia#le on con-iction to imprisonment not e"ceeding one year or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fineC *ro-ided that 6

;EEEEEEEEEEEEEEEEEE< in any proceedings against a person in respect of an offence under this

section+ it shall #e a defence to pro-e that he had reasona#le ground to #elie-e and did #elie-e that a competent and relia#le person was charged with the duty of seeing that the pro-isions of this section were complied with and was in a position to discharge that dutyD and

%%

;aaaaaaaaaaaaaaaaaaa<

a person shall not #e sentenced to imprisonment for such an offence unless+ in the opinion of the .ourt dealing with the case+ the offence was committed wilfully.

Gene(a+ ,('@*s*'ns as )' 0'n)en)s and .'(m '. a00'3n)s. 153.(1) ,-ery #alance sheet of a company shall gi-e a true and fair -iew of the state of affairs of the company as at the end of its financial year+ and e-ery profit and loss account of a company shall gi-e a true and fair -iew of the profit or loss of the company for the financial year.

;###################< ;ccccccccccccccccccc<

& company5s #alance sheet and profit and loss account shall comply with the requirements of the ,ighth Schedule+ so far as applica#le thereto. Sa-e as e"pressly pro-ided in the following pro-isions of this section or in *art III of the said ,ighth Schedule+ the requirements of su#section ;2< and the said ,ighth Schedule shall #e without pre$udice either to the general requirements of su#section ;1< or to any other requirements of this :aw.

;ddddddddddddddddddd<

)he =o-ernor may+ on the application or with the consent of a company5s directors+ modify in relation to that company any of the requirements of this :aw as to the matters to #e stated in a company5s #alance sheet or profit and loss account+ e"cept the requirements of su#section ;1<+ for the purpose of adapting them to the circumstances of the company.

;eeeeeeeeeeeeeeeeeee<
if 6

Su#sections ;1< and ;2< shall not apply to a company5s profit and loss account

;fffffffffffffffffff<

the company has su#sidiariesD and

;ggggggggggggggggggg<

the profit and loss account is framed as a consolidated profit and loss account dealing with all or any of the company5s su#sidiaries as well as the company and 6

;hhhhhhhhhhhhhhhhhhh<

complies with the requirements of this :aw relating to consolidated profit and loss accountsD and

;iiiiiiiiiiiiiiiiiii< shows how much of the consolidated profit or loss for the financial
year is dealt with in the accounts of the company. (7) If any person #eing a director of a company fails to ta8e all reasona#le steps to secure compliance as respects any accounts laid #efore the company in general meeting with the pro-isions of this section and with the other requirements of this :aw as to the matters to #e stated in accounts+ he shall+ in respect of each offence+ #e lia#le on con-iction to imprisonment not e"ceeding one year or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fineC *ro-ided that 6

;$$$$$$$$$$$$$$$$$$$< in any proceedings against a person in respect of an offence under this section+
it shall #e a defence to pro-e that he had reasona#le ground to #elie-e and did #elie-e that a competent and relia#le person was charged with the duty of seeing that the said

%'

pro-isions or the said other requirements+ as the case may #e+ were complied with and was in a position to discharge that dutyD and

;8888888888888888888<

a person shall not #e sentenced to imprisonment for any such offence unless+ in the opinion of the .ourt dealing with the case+ the offence was committed wilfully.

(;) 3or the purposes of this section and the following pro-isions of this :aw e"cept where the conte"t otherwise requires+ 6

;lllllllllllllllllll< any reference to a #alance sheet or profit and loss account shall include any
notes thereon or document anne"ed thereto gi-ing information which is required #y this :aw and is there#y allowed to #e so gi-enD and

;mmmmmmmmmmmmmmmmmmm<

any reference to a profit and loss account shall #e ta8en+ in the case of a company not trading for profit+ as referring to its income and e"penditure account+ and references to profit or to loss and+ if the company has su#sidiaries+ references to a consolidated profit and loss account shall #e construed accordingly.

O9+*/a)*'n )' +a1 /('3, a00'3n)s 9e.'(e &'+d*n/ 0'm,an1. 155.(1) Ahere at the end of its financial year a company has su#sidiaries+ accounts or statements ;in this :aw referred to as 0group accounts1< dealing as hereinafter mentioned with the state of affairs and profit or loss of the company and the su#sidiaries shall+ su#$ect to su#section ;2<+ #e laid #efore the company in general meeting when the company5s own #alance sheet and profit and loss account are so laid. (-) 7otwithstanding anything in su#section ;1< 6

;nnnnnnnnnnnnnnnnnnn<

group accounts shall not #e required where the company is at the end of its financial year the wholly6owned su#sidiary of another #ody corporate incorporated in the .olonyD and group accounts need not deal with a su#sidiary of the company if the company5s directors are of opinion that 6

;ooooooooooooooooooo<

;ppppppppppppppppppp<

it is impractica#le+ or would #e of no real -alue to mem#ers of the company+ in -iew of the insignificant amounts in-ol-ed+ or would in-ol-e e"pense or delay out of proportion to the -alue to mem#ers of the companyD or the result would #e misleading+ or harmful to the #usiness of the company or any of its su#sidiariesD or the #usiness of the holding company and that of the su#sidiary are so different that they cannot reasona#ly #e treated as a single underta8ing+

;qqqqqqqqqqqqqqqqqqq< ;rrrrrrrrrrrrrrrrrrr<

'(

and+ if the directors are of such an opinion a#out each of the company5s su#sidiaries+ group accounts shall not #e requiredC *ro-ided that the appro-al of the =o-ernor shall #e required for not dealing in group accounts with a su#sidiary on the ground that the result would #e harmful or on the ground of the difference #etween the #usiness of the holding company and that of the su#sidiary. (3) If any person #eing a director of a company fails to ta8e all reasona#le steps to secure compliance as respects the company with the pro-isions of this section+ he shall+ in respect of each offence+ #e lia#le on con-iction to imprisonment not e"ceeding one year or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fineC *ro-ided that 6

;sssssssssssssssssss< in any proceedings against a person in respect of an offence under this

section+ it shall #e a defence to pro-e that he had reasona#le ground to #elie-e and did #elie-e that a competent and relia#le person was charged with the duty of seeing that the requirements of this section were complied with and was in a position to discharge that dutyD and

;ttttttttttttttttttt< a person shall not #e sentenced to imprisonment for an offence under this
section unless+ in the opinion of the .ourt dealing with the case+ the offence was committed wilfully. (5) 3or the purposes of this section a #ody corporate shall #e deemed to #e the wholly6owned su#sidiary of another if it has no mem#ers e"cept that other and that other5s wholly6owned su#sidiaries and its or their nominees.

F'(m '. /('3, a00'3n)s. 156.(1) Su#$ect to su#section ;2<+ the group accounts laid #efore a holding company shall #e consolidated accounts comprising 6

;uuuuuuuuuuuuuuuuuuu< ;-------------------<
(-)

a consolidated #alance sheet dealing with the state of affairs of the company and all the su#sidiaries to #e dealt with in group accountsD a consolidated profit and loss account dealing with the profit or loss of the company and those su#sidiaries.

If the company5s directors are of opinion that it is #etter for the purpose 6

;wwwwwwwwwwwwwwwwwww< of presenting the same or equi-alent information

a#out the state of affairs and profit or loss of the company and those su#sidiariesD and

;"""""""""""""""""""<
company5s mem#ers+

of so presenting it that it may #e readily appreciated #y the

the group accounts may #e prepared in a form other than that required #y su#section ;1<+ and in particular may consist of more than one set of consolidated accounts dealing respecti-ely with the company and one group of su#sidiaries and with other groups of su#sidiaries or of separate accounts dealing with each of the su#sidiaries+ or of

'1

statements e"panding the information a#out the su#sidiaries in the company5s own accounts+ or any com#ination of those forms. (3) )he group accounts may #e wholly or partly incorporated in the company5s own #alance sheet and profit and loss account.

C'n)en)s '. /('3, a00'3n)s. 157.(1) )he group accounts laid #efore a company shall gi-e a true and fair -iew of the state of affairs and profit or loss of the company and the su#sidiaries dealt with there#y as a whole+ so far as concerns mem#ers of the company.

;yyyyyyyyyyyyyyyyyyy<

Ahere the financial year of a su#sidiary does not coincide with that of the holding company+ the group accounts shall+ unless the =o-ernor on the application or with the consent of the holding company5s directors otherwise directs+ deal with the su#sidiary5s state of affairs as at the end of its financial year ending with or last #efore that of the holding company+ and with the su#sidiary5s profit or loss for that financial year.

;EEEEEEEEEEEEEEEEEEE<

Aithout pre$udice to su#section ;1<+ the group accounts+ if prepared as consolidated accounts+ shall comply with the requirements of the ,ighth Schedule+ so far as applica#le thereto+ and if not so prepared shall gi-e the same or equi-alent informationC *ro-ided that the =o-ernor may+ on the application or with the consent of a company5s directors+ modify the said requirements in relation to that company for the purpose of adapting them to the circumstances of the company.

F*nan0*a+ 1ea( '. &'+d*n/ 0'm,an1 and s39s*d*a(1. 15;.(1) & holding company5s directors shall secure that e"cept where in their opinion there are good reasons against it+ the financial year of each of its su#sidiaries shall coincide with the company5s own financial year. (-) Ahere it appears to the =o-ernor desira#le for a holding company or a holding company5s su#sidiary to e"tend its financial year so that the su#sidiary5s financial year may end with that of the holding company+ and for that purpose to postpone the su#mission of the rele-ant accounts to a general meeting from one calendar year to the ne"t+ the =o-ernor may on the application or with the consent of the directors of the company whose financial year is to #e e"tended direct that+ in the case of that company+ the su#mission of accounts to a general meeting+ the holding of an annual general meeting or the ma8ing of an annual return shall not #e required in the earlier of the said calendar years.

Mean*n/ '. A&'+d*n/ 0'm,an1B and As39s*d*a(1B. 15<.(1) 3or the purposes of this :aw+ a company shall+ su#$ect to the pro-isions of su#section ;3<+ #e deemed to #e a su#sidiary of another if+ #ut only if+ 6 0a1 that other either 6

;aaaaaaaaaaaaaaaaaaaa<

is a mem#er of it and controls the composition of

'2

its #oard of directorsD or

;####################<
share capitalD or 0b1

holds more than half in nominal -alue of its equity

the first6mentioned company is a su#sidiary of any company which is that other5s su#sidiary.

(-) 3or the purposes of su#section ;1<+ the composition of a company5s #oard of directors shall #e deemed to #e controlled #y another company if+ #ut only if+ that other company #y the e"ercise of some power e"ercisa#le #y it without the consent or concurrence of any other person can appoint or remo-e the holders of all or a ma$ority of the directorshipsD #ut for the purposes of this pro-ision that other company shall #e deemed to ha-e power to appoint to a directorship with respect to which any of the following conditions is satisfied+ that is to sayC6

;cccccccccccccccccccc<

that a person cannot #e appointed thereto without the e"ercise in his fa-our #y that other company of such a power as aforesaidD or that a person5s appointment thereto follows necessarily from his appointment as director of that other companyD or that the directorship is held #y that other company itself or

;dddddddddddddddddddd< ;eeeeeeeeeeeeeeeeeeee<
#y a su#sidiary of it. (3)

In determining whether one company is a su#sidiary of another 6

;ffffffffffffffffffff<

any shares held or power e"ercisa#le #y that other in a fiduciary capacity shall #e treated as not held or e"ercisa#le #y itD su#$ect to the two following paragraphs+ any shares held or

;gggggggggggggggggggg<
power e"ercisa#le 6

;hhhhhhhhhhhhhhhhhhhh< ;iiiiiiiiiiiiiiiiiiii<

#y any person as a nominee for that other ;e"cept where that other is concerned only in a fiduciary capacity<D or #y+ or #y a nominee for+ a su#sidiary of that other+ not #eing a su#sidiary which is concerned only in a fiduciary capacity+

shall #e treated as held or e"ercisa#le #y that otherD

;$$$$$$$$$$$$$$$$$$$$<

any shares held or power e"ercisa#le #y any person #y -irtue of the pro-isions of any de#entures of the first6mentioned company or of a trust deed for securing any issue of such de#entures shall #e disregardedD any shares held or power e"ercisa#le #y+ or #y a nominee for+ that other or its su#sidiary+ not #eing held or e"ercisa#le as mentioned in paragraph ;c< of this su#section+ shall #e treated as not held or e"ercisa#le #y that other if the ordinary #usiness of that other or its su#sidiary+ as the case may #e+ includes the lending of money and the shares are held or power is e"ercisa#le as aforesaid #y way of security only for the purposes of a transaction entered into in the ordinary course of that #usiness.

;88888888888888888888<

'3

;llllllllllllllllllll<

3or the purposes of this :aw+ a company shall #e deemed to #e another5s holding company if+ #ut only if+ that other is its su#sidiary.

;mmmmmmmmmmmmmmmmmmmm<

In this section the e"pression 0company1 includes any #ody corporate+ and the e"pression 0equity share capital1 means+ in relation to a company+ its issued share capital e"cluding any part thereof which+ neither as respects di-idends nor as respects capital+ carries any right to participate #eyond a specified amount in a distri#ution.

S*/n*n/ '. 9a+an0e s&ee). 15=.(1) ,-ery #alance sheet of a company shall #e signed on #ehalf of the #oard #y two of the directors of the company+ or+ if there is only one director+ #y that director.

;nnnnnnnnnnnnnnnnnnnn<

In the case of a #an8ing company registered after the 1st day of @uly+ 1'22+ the #alance sheet must #e signed #y the secretary or manager+ if any+ and where there are more than three directors of the company #y at least three of those directors+ and where there are not more than three directors #y all the directors.

;oooooooooooooooooooo<

If any copy of a #alance sheet which has not #een signed as required #y this section is issued+ circulated or pu#lished+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fifty pounds.

A00'3n)s and a3d*)'(sC (e,'() )' 9e anne8ed )' 9a+an0e s&ee). 16>.(1) )he profit and loss account and+ so far as not incorporated in the #alance sheet or profit and loss account+ any group accounts laid #efore the company in general meeting+ shall #e anne"ed to the #alance sheet+ and the auditors5 report shall #e attached thereto.

;pppppppppppppppppppp< ;qqqqqqqqqqqqqqqqqqqq<

&ny accounts so anne"ed shall #e appro-ed #y the #oard of directors #efore the #alance sheet is signed on their #ehalf. If any copy of a #alance sheet is issued+ circulated or pu#lished without ha-ing anne"ed thereto a copy of the profit and loss account or any group accounts required #y this section to #e so anne"ed+ or without ha-ing attached thereto a copy of the auditors5 report+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fifty pounds.

D*(e0)'(sC (e,'() )' 9e a))a0&ed )' 9a+an0e s&ee). 161.(1) )here shall #e attached to e-ery #alance sheet laid #efore a company in general meeting a report #y the directors with respect to the state of the company5s affairs+ the amount+ if any+ which they recommend should #e paid #y way of di-idend+ and the amount+ if any+ which they propose to carry to reser-es within the meaning of the ,ighth Schedule.

;rrrrrrrrrrrrrrrrrrrr<

)he said report shall deal+ so far as is material for the appreciation of the state of the company5s affairs #y its mem#ers and will not in the directors5 opinion #e harmful to the #usiness of the company or

'4

of any of its su#sidiaries+ with any change during the financial year in the nature of the company5s #usiness+ or in the company5s su#sidiaries+ or in the classes of #usiness in which the company has an interest+ whether as mem#er of another company or otherwise.

;ssssssssssssssssssss< If any person #eing a director of a company fails to ta8e all reasona#le steps to comply
with the pro-isions of su#section ;1<+ he shall+ in respect of each offence+ #e lia#le on con-iction to imprisonment not e"ceeding one year or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fineC *ro-ided that 6

;tttttttttttttttttttt<

in any proceedings against a person in respect of an offence under the said su#section ;1<+ it shall #e a defence to pro-e that he had reasona#le ground to #elie-e and did #elie-e that a competent and relia#le person was charged with the duty of seeing that the pro-isions of that su#section were complied with and was in a position to discharge that dutyD and a person shall not #e lia#le to #e sentenced to imprisonment for such an offence unless+ in the opinion of the .ourt dealing with the case+ the offence was committed wilfully.

;uuuuuuuuuuuuuuuuuuuu<

R*/&) )' (e0e*@e 0',*es '. 9a+an0e s&ee)s and a3d*)'(sC (e,'(). 16-.(1) & copy of e-ery #alance sheet+ including e-ery document required #y law to #e anne"ed thereto+ which is to #e laid #efore a company in general meeting+ together with a copy of the auditors5 report+ shall+ not less than twenty6one days #efore the date of the meeting+ #e sent to e-ery mem#er of the company ;whether he is or is not entitled to recei-e notices of general meetings of the company<+ e-ery holder of de#entures of the company ;whether he is or is not so entitled< and all persons other than mem#ers or holders of de#entures of the company+ #eing persons so entitledC *ro-ided that 6

;--------------------<

in the case of a company not ha-ing a share capital this su#section shall not require the sending of a copy of the documents aforesaid to a mem#er of the company who is not entitled to recei-e notices of general meetings of the company or to a holder of de#entures of the company who is not so entitledD this su#section shall not require a copy of

;wwwwwwwwwwwwwwwwwwww<
those documents to #e sent 6

;""""""""""""""""""""<

to a mem#er of the company or a holder of de#entures of the company+ #eing in either case a person who is not entitled to recei-e notices of general meetings of the company and of whose address the company is unawareD to more than one of the $oint holders of any shares or de#entures none of whom are entitled to recei-e such notices D or in the case of $oint holders of any shares or

;yyyyyyyyyyyyyyyyyyyy< ;EEEEEEEEEEEEEEEEEEEE<

'5

de#entures some of whom are and some of whom are not entitled to recei-e such notices+ to those who are not so entitledD and 0c1 if the copies of the documents aforesaid are sent less than twenty6one days #efore the date of the meeting+ they shall+ notwithstanding that fact+ #e deemed to ha-e #een duly sent if it is so agreed #y all the mem#ers entitled to attend and -ote at the meeting.

;aaaaaaaaaaaaaaaaaaaaa<

&ny mem#er of a company+ whether he is or is not entitled to ha-e sent to him copies of the company5s #alance sheets+ and any holder of de#entures of the company+ whether he is or is not so entitled+ shall #e entitled to #e furnished on demand without charge with a copy of the last #alance sheet of the company+ including e-ery document required #y law to #e anne"ed thereto+ together with a copy of the auditors5 report on the #alance sheet.

;#####################< If default is made in complying with su#section ;1<+ the company and e-ery
officer of the company who is in default shall #e lia#le to a fine not e"ceeding twenty pounds+ and if+ when any person ma8es a demand for any document with which he is #y -irtue of su#section ;2< entitled to #e furnished+ default is made in complying with the demand within se-en days after the ma8ing thereof+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine+ unless it is pro-ed that that person has already made a demand for and #een furnished with a copy of the document.

;ccccccccccccccccccccc<

)he foregoing pro-isions of this section shall not ha-e effect in relation to a #alance sheet of a pri-ate company laid #efore it #efore the commencement of this :aw+ and the right of any person to #e furnished with a copy of any such #alance sheet and the lia#ility of the company in respect of a failure to satisfy that right shall #e the same as they would ha-e #een if this :aw had not passed.

A,,'*n)men) and (em3ne(a)*'n '. a3d*)'(s. 163.(1) ,-ery company shall at each annual general meeting appoint an auditor or auditors to hold office from the conclusion of that+ until the conclusion of the ne"t+ annual general meeting. (-) &t any annual general meeting a retiring auditor+ howe-er appointed+ shall #e reappointed without any resolution #eing passed unless 6

;ddddddddddddddddddddd< he is not qualified for reappointmentD or ;eeeeeeeeeeeeeeeeeeeee< ;fffffffffffffffffffff<

reappointedC *ro-ided that where notice is gi-en of an intended resolution to appoint some person or persons in place of a retiring auditor+ and #y reason of the death+ incapacity or dis6qualification of that person or of all those persons+ as the case may #e+ the resolution cannot #e proceeded with+ the retiring auditor shall not #e automatically reappointed #y -irtue of this su#section. a resolution has #een passed at that meeting appointing some#ody instead of him or pro-iding e"pressly that he shall not #e reappointedD or he has gi-en the company notice in writing of his unwillingness to #e

;ggggggggggggggggggggg< Ahere at an annual general meeting no auditors are appointed or reappointed+

the =o-ernor may appoint a person to fill the -acancy.

'

;hhhhhhhhhhhhhhhhhhhhh< )he company shall+ within one wee8 of the =o-ernor5s power under su#section
;3< #ecoming e"ercisa#le+ gi-e him notice of that fact+ and+ if a company fails to gi-e notice as required #y this su#section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

;iiiiiiiiiiiiiiiiiiiii<

Su#$ect as hereinafter pro-ided+ the first auditors of a company may #e appointed #y the directors at any time #efore the first annual general meeting+ and auditors so appointed shall hold office until the conclusion of that meetingC *ro-ided that 6

;$$$$$$$$$$$$$$$$$$$$$<

the company may at a general meeting remo-e any such auditors and appoint in their place any other persons who ha-e #een nominated for appointment #y any mem#er of the company and of whose nomination notice has #een gi-en to the mem#ers of the company not less than fourteen days #efore the date of the meetingD and

;888888888888888888888< if the directors fail to e"ercise their powers under this

su#section+ the company in general meeting may appoint the first auditors+ and thereupon the said powers of the directors shall cease.

;lllllllllllllllllllll<

)he directors may fill any casual -acancy in the office of auditor+ #ut while any such -acancy continues+ the sur-i-ing or continuing auditor or auditors+ if any+ may act.

;mmmmmmmmmmmmmmmmmmmmm<

)he remuneration of the auditors of a company 6

;nnnnnnnnnnnnnnnnnnnnn< in the case of an auditor appointed #y the directors or #y the

=o-ernor+ may #e fi"ed #y the directors or #y the =o-ernor+ as the case may #eD

;ooooooooooooooooooooo< su#$ect to paragraph ;a< of this su#section+ shall #e fi"ed #y

the company in general meeting or in such manner as the company in general meeting may determine. 3or the purposes of this su#section+ any sums paid #y the company in respect of the auditors5 e"penses shall #e deemed to #e included in the e"pression 0remuneration1.

P('@*s*'ns as )' (es'+3)*'ns (e+a)*n/ )' a,,'*n)men) and (em'@a+ '. d*(e0)'(s. 165.(1) Special notice shall #e required for a resolution at a company5s annual general meeting appointing as auditor a person other than a retiring auditor or pro-iding e"pressly that a retiring auditor shall not #e reappointed.

;ppppppppppppppppppppp< 9n receipt of notice of such an intended resolution as aforesaid+ the company

shall forthwith send a copy thereof to the retiring auditor+ if any.

;qqqqqqqqqqqqqqqqqqqqq< Ahere notice is gi-en of such an intended resolution as aforesaid and the
retiring auditor ma8es with respect to the intended resolution representations in writing to the company ;not e"ceeding a reasona#le length< and requests their notification to mem#ers of the company+ the company shall+ unless the representations are recei-ed #y it too late for it to do so+ 6

;rrrrrrrrrrrrrrrrrrrrr<

in any notice of the resolution gi-en to mem#ers of the company+ state

'!

the fact of the representations ha-ing #een madeD and

;sssssssssssssssssssss< send a copy of the representations to e-ery mem#er of the company to

whom notice of the meeting is sent ;whether #efore or after receipt of the representations #y the company<+ and if a copy of the representations is not sent as aforesaid #ecause recei-ed too late or #ecause of the company5s default+ the auditor may+ without pre$udice to his right to #e heard orally+ require that the representations shall #e read out at the meetingC *ro-ided that copies of the representations need not #e sent out and the representations need not #e read out at the meeting if+ on the application either of the company or of any other person who claims to #e aggrie-ed+ the .ourt is satisfied that the rights conferred #y this section are #eing a#used to secure needless pu#licity for defamatory matterD and the .ourt may order the companys5 costs on an application under this section to #e paid in whole or in part #y the auditor+ notwithstanding that he is not a party to the application. (5) Su#section ;3< shall apply to a resolution to remo-e the first auditors #y -irtue of su#section ;5< of section 153 as it applies in relation to a resolution that a retiring auditor shall not #e reappointed.

D*s23a+*.*0a)*'ns .'( a,,'*n)men) as a3d*)'(. 166.(1) & person shall not #e qualified for appointment as auditor of a company unless either 6

;ttttttttttttttttttttt<

he is a mem#er of a #ody of accountants esta#lished in the /nited ?ingdom and for the time #eing recognised for the purposes of this pro-ision #y the =o-ernorD or

;uuuuuuuuuuuuuuuuuuuuu< he is for the time #eing authoriEed #y the =o-ernor to #e so

appointed either as ha-ing similar qualifications o#tained outside the /nited ?ingdom or as ha-ing o#tained adequate 8nowledge and e"perience either in the course of his employment #y a mem#er of a #ody of accountants recogniEed for the purposes of paragraph ;a< of this su#section or #y ha-ing #efore the commencement of this :aw+ practised in the .olony as an accountantC *ro-ided that this su#section shall not apply in the case of a pri-ate company which at the time of the auditor5s appointment is an e"empt pri-ate company. (-) 7one of the following persons shall #e qualified for appointment as auditor of a company 6

;---------------------< an officer or ser-ant of the companyD ;wwwwwwwwwwwwwwwwwwwww<

a person who is a partner of or in the employment of an officer or ser-ant of the companyD

;"""""""""""""""""""""< a #ody corporateC

*ro-ided that paragraph ;#< of this su#section shall not apply in the case of a pri-ate company which at the time of the auditor5s appointment is an e"empt pri-ate company.

'%

References in this su#section to an officer or ser-ant shall #e construed as not including references to an auditor.

;yyyyyyyyyyyyyyyyyyyyy< & person shall also not #e qualified for appointment as auditor of a company if
he is+ #y -irtue of su#section ;2<+ disqualified for appointment as auditor of any other #ody corporate which is that company5s su#sidiary or holding company or a su#sidiary of that company5s holding company+ or would #e so disqualified if the #ody corporate were a company.

;EEEEEEEEEEEEEEEEEEEEE<
not e"ceeding one hundred pounds.

&ny #ody corporate which acts as auditor of a company shall #e lia#le to a fine

A3d*)'(sC (e,'() and (*/&) '. a00ess )' 9''Ds? e)0. 167.(1) )he auditors shall ma8e a report to the mem#ers on the accounts e"amined #y them+ and on e-ery #alance sheet+ e-ery profit and loss account and all group accounts laid #efore the company in general meeting during their tenure of office+ and the report shall contain statements as to the matters mentioned in the 7inth Schedule.

;aaaaaaaaaaaaaaaaaaaaaa<

)he auditors5 report shall #e read #efore the company in general meeting and shall #e open to inspection #y any mem#er.

;######################< ,-ery auditor of a company shall ha-e a right of access at all times to the
#oo8s and accounts and -ouchers of the company+ and shall #e entitled to require from the officers of the company such information and e"planation as he thin8s necessary for the performance of the duties of the auditors.

;cccccccccccccccccccccc<

)he auditors of a company shall #e entitled to attend any general meeting of the company and to recei-e all notices of and other communications relating to any general meeting which any mem#er of the company is entitled to recei-e and to #e heard at any general meeting which they attend on any part of the #usiness of the meeting which concerns them as auditors.

C'ns)(30)*'n '. (e.e(en0es )' d'03men)s anne8ed )' a00'3n)s. 16;. References in this :aw to a document anne"ed or required to #e anne"ed to a company s accounts or any of them shall not include the directors5 report or the auditors5 reportC *ro-ided that any information which is required #y this :aw to #e gi-en in accounts+ and is there#y allowed to #e gi-en in a statement anne"ed+ may #e gi-en in the directors5 report instead of in the accounts and+ if any such information is so gi-en+ the report shall #e anne"ed to the accounts and this :aw shall apply in relation thereto accordingly+ e"cept that the auditors shall report thereon only so far as it gi-es the said information.

$nspection.

In@es)*/a)*'n '. 0'm,an1Cs a..a*(s 'n a,,+*0a)*'n '. mem9e(s.

''

16<.(1) )he .ouncil of Ministers may appoint one or more competent inspectors to in-estigate the affairs of a company and to report thereon in such manner as the .ouncil of Ministers directs 6

;dddddddddddddddddddddd< in the case of a company ha-ing a share capital+ on the

application either of not less than two hundred mem#ers or of mem#ers holding not less than one6tenth of the shares issuedD

;eeeeeeeeeeeeeeeeeeeeee<

in the case of a company not ha-ing a share capital+ on the application of not less than one6fifth in num#er of the persons on the company5s register of mem#ers.

(-) )he application shall #e supported #y such e-idence as the .ouncil of Ministers may require for the purpose of showing that the applicants ha-e good reason for requiring the in-estigation+ and the .ouncil of Ministers may+ #efore appointing an inspector+ require the applicants to gi-e security+ to such an amount as the .ouncil of Ministers may determine+ for payment of the costs of the in-estigation.

In@es)*/a)*'n '. 0'm,an1Cs a..a*(s *n ')&e( 0ases. 16=. Aithout pre$udice to his powers under section 15%+ the =o-ernor 6 0a1 shall appoint one or more competent inspectors to in-estigate the affairs of a company and to report thereon in such manner as the =o-ernor directs+ if 6

;ffffffffffffffffffffff<

the company #y special resolutionD or

;gggggggggggggggggggggg< the .ourt #y order+

declares that its affairs ought to #e in-estigated #y an inspector appointed #y the =o-ernorD and 0b1 may do so if it appears to the =o-ernor that there are circumstances suggesting 6

;hhhhhhhhhhhhhhhhhhhhhh< that its #usiness is #eing conducted with intent to

defraud its creditors or the creditors of any other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressi-e of any part of its mem#ers or that it was formed for any fraudulent or unlawful purposeD or

;iiiiiiiiiiiiiiiiiiiiii<

that persons concerned with its formation or the management of its affairs ha-e in connection therewith #een guilty of fraud+ misfeasance or other misconduct towards it or towards its mem#ersD or that its mem#ers ha-e not #een gi-en all the information with respect to its affairs which they might reasona#ly e"pect.

;$$$$$$$$$$$$$$$$$$$$$$<

P'4e( '. *ns,e0)'(s )' 0a((1 *n@es)*/a)*'n *n)' a..a*(s '. (e+a)ed 0'm,an*es.

1((

17>. If an inspector appointed under section 15% or 15' to in-estigate the affairs of a company thin8s it necessary for the purposes of his in-estigation to in-estigate also the affairs of any other #ody corporate which is or has at any rele-ant time #een the company5s su#sidiary or holding company or a su#sidiary of its holding company or a holding company of its su#sidiary+ he shall ha-e power so to do+ and shall report on the affairs of the other #ody corporate so far as he thin8s the results of his in-estigation thereof are rele-ant to the in-estigation of the affairs of the first mentioned company.

P('d30)*'n '. d'03men)s? and e@*den0e? 'n *n@es)*/a)*'n. 171.(1) It shall #e the duty of all officers and agents of the company and of all officers and agents of any other #ody corporate whose affairs are in-estigated #y -irtue of section 1 ( to produce to the inspectors all #oo8s and documents of or relating to the company or+ as the case may #e+ the other #ody corporate which are in their custody or power and otherwise to gi-e to the inspectors all assistance in connection with the in-estigation which they are reasona#ly a#le to gi-e.

;8888888888888888888888< &n inspector may e"amine on oath the officers and agents of the company or
other #ody corporate in relation to its #usiness+ and may administer an oath accordingly.

;llllllllllllllllllllll<

If any officer or agent of the company or other #ody corporate refuses to produce to the inspectors any #oo8 or document which it is his duty under this section so to produce+ or refuses to answer any question which is put to him #y the inspectors with respect to the affairs of the company or other #ody corporate+ as the case may #e+ the inspectors may certify the refusal under their hand to the .ourt+ and the .ourt may thereupon inquire into the case+ and after hearing any witnesses who may #e produced against or on #ehalf of the alleged offender and after hearing any statement which may #e offered in defence+ punish the offender in li8e manner as if he had #een guilty of contempt of the .ourt.

;mmmmmmmmmmmmmmmmmmmmmm< If an inspector thin8s it necessary for the purpose of his

in-estigation that a person whom he has no power to e"amine on oath should #e so e"amined+ he may apply to the .ourt and the .ourt may if it sees fit order that person to attend and #e e"amined on oath #efore it on any matter rele-ant to the in-estigation+ and on any such e"amination 6

;nnnnnnnnnnnnnnnnnnnnnn< the inspector may ta8e part therein either personally or #y an

ad-ocateD

;oooooooooooooooooooooo< the .ourt may put such questions to the person e"amined as
the .ourt thin8s fitD

;pppppppppppppppppppppp< the person e"amined shall answer all such questions as the
.ourt may put or allow to #e put to him+ #ut may at his own cost employ an ad-ocate who shall #e at li#erty to put to him such questions as the .ourt may deem $ust for the purpose of ena#ling him to e"plain or qualify any answers gi-en #y him+ and notes of the e"amination shall #e ta8en down in writing+ and shall #e read o-er to or #y+ and signed #y+ the person e"amined+ and may thereafter #e used in e-idence against himC *ro-ided that+ notwithstanding anything in paragraph ;c< of this su#section+ the .ourt may allow the person e"amined such costs as in its discretion it may thin8 fit+ and any costs so allowed shall #e paid as part of the e"penses of the in-estigation.

1(1

(6) In this section+ any reference to officers or to agents shall include past+ as well as present+ officers or agents+ as the case may #e+ and for the purposes of this section the e"pression 0agents1+ in relation to a company or other #ody corporate shall include the #an8ers and ad-ocates of the company or other #ody corporate and any persons employed #y the company or other #ody corporate as auditors+ whether those persons are or are not officers of the company or other #ody corporate.

Ins,e0)'(sC (e,'(). 17-.(1) )he inspectors may+ and+ if so directed #y the =o-ernor+ shall+ ma8e interim reports to the =o-ernor+ and on the conclusion of the in-estigation shall ma8e a final report to the =o-ernor. &ny such reports shall #e written or printed+ as the =o-ernor directs. (-) )he =o-ernor shall 6

;qqqqqqqqqqqqqqqqqqqqqq< forward a copy of any report made #y the inspectors to the

registered office of the companyD

;rrrrrrrrrrrrrrrrrrrrrr<

if the =o-ernor thin8s fit+ furnish a copy thereof on request and on payment of the prescri#ed fee to any other person who is a mem#er of the company or of any other #ody corporate dealt with in the report #y -irtue of section 1 ( or whose interests as a creditor of the company or of any such other #ody corporate as aforesaid appear to the =o-ernor to #e effectedD where the inspectors are appointed under section 15%+ furnish+ at the request of the applicants for the in-estigation+ a copy to themD and where the inspectors are appointed under section 15' in pursuance of an order of the .ourt+ furnish a copy to the .ourt+

;ssssssssssssssssssssss< ;tttttttttttttttttttttt<

and may also cause the report to #e printed and pu#lished.

P('0eed*n/s 'n *ns,e0)'(sC (e,'(). 173.(1) If from any report made under section 1 2 it appears to the =o-ernor that any person has+ in relation to the company or to any other #ody corporate whose affairs ha-e #een in-estigated #y -irtue of section 1 (+ #een guilty of any offence for which he is criminally lia#le+ the =o-ernor shall refer the matter to the &ttorney6=eneral. (-) If+ where any matter is referred to the &ttorney6=eneral under this section+ he considers that the case is one in which a prosecution ought to #e instituted+ he shall institute proceedings accordingly+ and it shall #e the duty of all officers and agents of the company or other #ody corporate as aforesaid+ as the case may #e+ other than the defendant in the proceedings+ to gi-e him all assistance in connection with the prosecution which they are reasona#ly a#le to gi-e. Su#section ;5< of section 1 1 shall apply for the purposes of this su#section as it applies for the purposes of that section.

1(2

;uuuuuuuuuuuuuuuuuuuuuu< If+ in the case of any #ody corporate lia#le to #e wound up under this :aw+ it
appears to the =o-ernor+ from any such report as aforesaid that it is e"pedient so to do #y reason of any such circumstances as are referred to in su#6paragraph ;i< or ;ii< of paragraph ;#< of section 15'+ the =o-ernor may+ unless the #ody corporate is already #eing wound up #y the .ourt+ cause a petition to #e presented for it to #e so wound up if the .ourt thin8s it $ust and equita#le that it should #e wound up or a petition for an order under section 2(2 or #oth.

;----------------------< If from any such report as aforesaid it appears to the =o-ernor that proceedings
ought in the pu#lic interest to #e #rought #y any #ody corporate dealt with #y the report for the reco-ery of damages in respect of any fraud+ misfeasance or other misconduct in connection with the promotion or formation of that #ody corporate or the management of its affairs+ or for the reco-ery of any property of the #ody corporate which has #een misapplied or wrongfully retained+ he may cause proceedings for that purpose to #e #rought in the name of the #ody corporate.

;wwwwwwwwwwwwwwwwwwwwww<

)he =o-ernor shall indemnify the #ody corporate against any costs or e"penses incurred #y it in or in connection with any proceedings #rought #y -irtue of su#section ;4<.

E8,enses '. *n@es)*/a)*'n '. 0'm,an1Cs a..a*(s. 175.(1) )he e"penses of and incidental to an in-estigation #y an inspector appointed #y the =o-ernor under the foregoing pro-isions of this :aw shall #e defrayed in the first instance #y =o-ernment+ #ut the following persons shall+ to the e"tent mentioned+ #e lia#le to repay =o-ernmentC6

;""""""""""""""""""""""< any person who is con-icted on a prosecution instituted #y

or on #ehalf of the &ttorney6=eneral+ or who is ordered to pay damages or restore any property in proceedings #rought #y -irtue of su#section ;4< of section 1 3+ may in the same proceedings #e ordered to pay the said e"penses to such e"tent as may #e specified in the orderD

;yyyyyyyyyyyyyyyyyyyyyy< any #ody corporate in whose name proceedings are #rought

as aforesaid shall #e lia#le to the amount or -alue of any sums or property reco-ered #y it as a result of those proceedingsD and

;EEEEEEEEEEEEEEEEEEEEEE<

unless as a result of the in-estigation a prosecution is instituted #y or on #ehalf of the &ttorney6=eneral+ 6

;aaaaaaaaaaaaaaaaaaaaaaa<

any #ody corporate dealt with #y the report+ where the inspector was appointed otherwise than of the =o-ernor5s own motion+ shall #e lia#le+ e"cept so far as the =o-ernor otherwise directsD and the applicants for the in-estigation+ where the inspector was appointed under section 15%+ shall #e lia#le to such e"tent+ if any+ as the =o-ernor may direct+

;#######################<

and any amount for which a #ody corporate is lia#le #y -irtue of paragraph ;#< of this su#section shall #e a first charge on the sums or property mentioned in that paragraph.

;ccccccccccccccccccccccc<

)he report of an inspector appointed otherwise than of the =o-ernor5s own

1(3

motion may+ if he thin8s fit+ and shall+ if the =o-ernor so directs+ include a recommendation as to the directions+ if any+ which he thin8s appropriate+ in the light of his in-estigation+ to #e gi-en under paragraph ;c< of su#section ;1<.

;ddddddddddddddddddddddd<

3or the purposes of this section+ any costs or e"penses incurred #y =o-ernment in or in connection with proceedings #rought #y -irtue of su#section ;4< of section 1 3 ;including e"penses incurred #y -irtue of su#section ;5< thereof< shall #e treated as e"penses of the in-estigation gi-ing rise to the proceedings.

;eeeeeeeeeeeeeeeeeeeeeee<

&ny lia#ility to repay =o-ernment imposed #y paragraphs ;a< and ;#< of su#section ;1< shall+ su#$ect to satisfaction of =o-ernment5s right to repayment+ #e a lia#ility also to indemnify all persons against lia#ility under paragraph ;c< thereof+ and any such lia#ility imposed #y the said paragraph ;a< shall+ su#$ect as aforesaid+ #e a lia#ility also to indemnify all persons against lia#ility under the said paragraph ;#<D and any person lia#le under the said paragraph ;a< or ;#< or either su#6paragraph of the said paragraph ;c< shall #e entitled to contri#ution from any other person lia#le under the same paragraph or su#6paragraph+ as the case may #e+ according to the amount of their respecti-e lia#ilities thereunder.

;fffffffffffffffffffffff<

)he e"penses to #e defrayed #y =o-ernment under this section shall+ so far as not reco-ered thereunder+ #e paid out of the pu#lic re-enue.

Ins,e0)'(sC (e,'() )' 9e e@*den0e. 176. & copy of any report of any inspectors appointed under the foregoing pro-isions of this :aw+ authenticated #y the seal of the company whose affairs they ha-e in-estigated+ shall #e admissi#le in any legal proceeding as e-idence of the opinion of the inspectors in relation to any matter contained in the report.

A,,'*n)men) and ,'4e(s '. *ns,e0)'(s )' *n@es)*/a)e '4ne(s&*, '. 0'm,an1. 177.(1) Ahere it appears to the =o-ernor that there is good reason so to do+ he may appoint one or more competent inspectors to in-estigate and report on the mem#ership of any company and otherwise with respect to the company for the purpose of determining the true persons who are or ha-e #een financially interested in the success or failure+ real or apparent+ of the company or a#le to control or materially to influence the policy of the company.

;ggggggggggggggggggggggg<

)he appointment of an inspector under this section may define the scope of his in-estigation+ whether as respects the matters or the period to which it is to e"tend or otherwise+ and in particular may limit the in-estigation to matters connected with particular shares or de#entures.

;hhhhhhhhhhhhhhhhhhhhhhh<

Ahere an application for an in-estigation under this section with respect to particular shares or de#entures of a company is made to the =o-ernor #y mem#ers of the company+ and the num#er of applicants or the amount of the shares held #y them is not less than that required for an application for the appointment of an inspector under section 15%+ the =o-ernor shall appoint an inspector to conduct the in-estigation unless he is satisfied that the application is -e"atious+ and the inspector5s appointment shall not e"clude from the scope of his in-estigation any matter which the application see8s to ha-e included therein+ e"cept in so far as the =o-ernor is satisfied that it is unreasona#le for that matter to #e in-estigated.

;iiiiiiiiiiiiiiiiiiiiiii<

Su#$ect to the terms of an inspector5s appointment this powers shall e"tend to the in-estigation of any circumstances suggesting the e"istence of an arrangement or understanding which+ though not legally #inding+ is or was o#ser-ed or li8ely to #e o#ser-ed in practice and which is rele-ant to the purposes of his

1(4

in-estigation.

;$$$$$$$$$$$$$$$$$$$$$$$<

3or the purposes of any in-estigation under this section sections 1 ( to 1 2 shall apply with the necessary+ modifications of references to the affairs of the company or to those of any other #ody corporate+ so+ howe-er+ that 6

;88888888888888888888888<

the said sections shall apply in relation to all persons who are or ha-e #een+ or whom the inspector has reasona#le cause to #elie-e to #e or ha-e #een+ financially interested in the success or failure or the apparent success or failure of the company or any other #ody corporate whose mem#ership is in-estigated with that of the company+ or a#le to control or materially to influence the policy thereof+ including persons concerned only on #ehalf of others+ as they apply in relation to officers and agents of the company or of the other #ody corporate+ as the case may #eD and the =o-ernor shall not #e #ound to furnish the company or any other person with a copy of any report #y an inspector appointed under this section or with a complete copy thereof if he is of opinion that there is good reason for not di-ulging the contents of the report or of parts thereof+ #ut shall cause to #e 8ept #y the registrar a copy of any such report or+ as the case may #e+ the parts of any such report+ as respects which he is not of that opinion.

;lllllllllllllllllllllll<

(7) )he e"penses of any in-estigation under this section shall #e defrayed #y the =o-ernor out of the pu#lic re-enue.

P'4e( )' (e23*(e *n.'(ma)*'n as )' ,e(s'ns *n)e(es)ed *n s&a(es '( de9en)3(es. 17;.(1) Ahere it appears to the =o-ernor that there is good reason to in-estigate the ownership of any shares in or de#entures of a company and that it is unnecessary to appoint an inspector for the purpose+ he may require any person whom he has reasona#le cause to #elie-e 6

;mmmmmmmmmmmmmmmmmmmmmmm<
in those shares or de#enturesD or

to #e or to ha-e #een interested

;nnnnnnnnnnnnnnnnnnnnnnn<

to act or to ha-e acted in relation to those shares or de#entures as the ad-ocate or agent of someone interested therein+

to gi-e him any information which he has or can reasona#ly #e e"pected to o#tain as to the present and past interests in those shares or de#entures and the names and addresses of the persons interested and of any persons who act or ha-e acted on their #ehalf in relation to the shares or de#entures.

;ooooooooooooooooooooooo<

3or the purposes of this section+ a person shall #e deemed to ha-e an interest in a share or de#enture if he has any right to acquire or dispose of the share or de#enture or any interest therein or to -ote in respect thereof+ or if his consent is necessary for the e"ercise of any of the rights of other persons interested therein+ or if other persons interested therein can #e required or are accustomed to e"ercise their rights in accordance with his instructions.

;ppppppppppppppppppppppp<

&ny person who fails to gi-e any information required of him under this section+ or who in gi-ing any such information ma8es any statement which he 8nows to #e false in a material particular+ or rec8lessly ma8es any statement which is false in a material particular+ shall #e lia#le to imprisonment

1(5

not e"ceeding one year or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

P'4e( )' *m,'se (es)(*0)*'ns 'n s&a(es '( de9en)3(es. 17<.(1) Ahere in connection with an in-estigation under section 1 or 1 ! it appears to the =o-ernor that there is difficulty in finding out the rele-ant facts a#out any shares ;whether issued or to #e issued<+ and that the difficulty is due wholly or mainly to the unwillingness of the persons concerned or any of them to assist the in-estigation as required #y this :aw+ the =o-ernor may #y order direct that the shares shall until further order #e su#$ect to the restrictions imposed #y this section. (-) So long as any shares are directed to #e su#$ect to the restrictions imposed #y this section 6

;qqqqqqqqqqqqqqqqqqqqqqq<

any transfer of those shares+ or in the case of unissued shares any transfer of the right to #e issued therewith and any issue thereof+ shall #e -oidD

;rrrrrrrrrrrrrrrrrrrrrrr< no -oting rights shall #e e"ercisa#le in respect of those sharesD ;sssssssssssssssssssssss< ;ttttttttttttttttttttttt< ;uuuuuuuuuuuuuuuuuuuuuuu<
no further shares shall #e issued in right of those shares or in pursuance of any offer made to the holder thereofD e"cept in a liquidation+ no payment shall #e made of any sums due from the company on those shares+ whether in respect of capital or otherwise.

Ahere the =o-ernor ma8es an order directing that shares shall #e su#$ect to the said restrictions+ or refuses to ma8e an order directing that shares shall cease to #e su#$ect thereto+ any person aggrie-ed there#y may apply to the .ourt+ and the .ourt may+ if it sees fit+ direct that the shares shall cease to #e su#$ect to the said restrictions.

;-----------------------<

&ny order+ whether of the =o-ernor or of the .ourt+ directing that shares shall cease to #e su#$ect to the said restrictions which is e"pressed to #e made with a -iew to permitting a transfer of those shares may continue the restrictions mentioned in paragraphs ;c< and ;d< of su#6section ;2<+ either in whole or in part+ so far as they relate to any right acquired or offer made #efore the transfer.

;wwwwwwwwwwwwwwwwwwwwwww< &ny person who 6 ;"""""""""""""""""""""""<

e"ercises or purports to e"ercise any right to dispose of any shares which+ to his 8nowledge+ are for the time #eing su#$ect to the said restrictions or of any right to #e issued with any such sharesD or -otes in respect of any such shares+ whether as holder or pro"y+ or appoints a pro"y to -ote in respect thereofD or #eing the holder of any such shares+ fails to notify of their #eing su#$ect to the said restrictions any person whom he does not 8now to #e aware of that fact #ut does 8now to #e entitled+ apart from the said restrictions+ to -ote+ in respect of those shares whether as holder or pro"y+

;yyyyyyyyyyyyyyyyyyyyyyy< ;EEEEEEEEEEEEEEEEEEEEEEE<

1(

shall #e lia#le to imprisonment not e"ceeding one year or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

;aaaaaaaaaaaaaaaaaaaaaaaa< Ahere shares in any company are issued in contra-ention of the said
restrictions+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fi-e hundred pounds.

;########################<
with the consent of the &ttorney =eneral.

& prosecution shall not #e instituted under this section e"cept #y or

;cccccccccccccccccccccccc< )his section shall apply in relation to de#entures as it applies in relation to

shares.

Sa@*n/ .'( ad@'0a)es and 9anDe(s. 17=. 7othing in the foregoing pro-isions of this *art shall require disclosure to the =o-ernor or to an inspector appointed #y them 6

;dddddddddddddddddddddddd<

#y an ad-ocate of any pri-ileged communication made to him in that capacity+ e"cept as respects the name and address of his clientD or

;eeeeeeeeeeeeeeeeeeeeeeee< #y a company5s #an8ers as such of any information as to the

affairs of any of their customers other than the company.

"irectors and other +fficers.

D*(e0)'(s. 1;>. ,-ery company registered on or after the commencement of this :aw+ other than a pri-ate company+ shall ha-e at least two directors+ and e-ery company registered #efore that date ;other than a pri-ate company<+ and e-ery pri-ate company+ shall ha-e a director.

Se0(e)a(1. 1;1.(1) ,-ery company shall ha-e a secretary and a sole director shall not also #e secretary. (-) &nything required or authoriEed to #e done #y or to the secretary may+ if the office is -acant or there is for any other reason no secretary capa#le of acting+ #e done #y or to any assistant or deputy secretary or+ if there is no assistant or deputy secretary capa#le of acting+ #y or to any officer of the company authoriEed generally or specially in that #ehalf #y the directors.

1(!

P('&*9*)*'n '. 0e()a*n ,e(s'ns 9e*n/ s'+e d*(e0)'( '( se0(e)a(1. 1;-. 7o company shall 6

;ffffffffffffffffffffffff< ha-e as secretary to the company a corporation the sole director of

which is a sole director of the companyD or

;gggggggggggggggggggggggg<

ha-e as sole director of the company a corporation the sole director of which is secretary to the company.

A@'*dan0e '. a0)s d'ne 91 ,e(s'n *n d3a+ 0a,a0*)1 as d*(e0)'( and se0(e)a(1. 1;3. & pro-ision requiring or authoriEing a thing to #e done #y or to a director and the secretary shall not #e satisfied #y its #eing done #y or to the same person acting #oth as director and as+ or in place of+ the secretary.

a+*d*)1 '. a0)s '. d*(e0)'(s. 1;5. )he acts of a director or manager shall #e -alid notwithstanding any defect that may afterwards #e disco-ered in his appointment or qualification.

Res)(*0)*'ns 'n a,,'*n)men) '( ad@e()*semen) '. d*(e0)'(. 1;6.(1) & person shall not #e capa#le of #eing appointed director of a company #y the articles+ and shall not #e named as a director or proposed director of a company in a prospectus issued #y or on #ehalf of the company+ or as proposed director of an intended company in a prospectus issued in relation to that intended company+ or in a statement in lieu of prospectus deli-ered to the registrar #y or on #ehalf of a company+ unless+ #efore the registration of the articles or the pu#lication of the prospectus or the deli-ery of the statement in lieu of prospectus+ as the case may #e+ he has #y himself or #y his agent authoriEed in writing 6

;hhhhhhhhhhhhhhhhhhhhhhhh< ;iiiiiiiiiiiiiiiiiiiiiiii<
either 6

signed and deli-ered to the registrar of companies for registration a consent in writing to act as such directorD and

;$$$$$$$$$$$$$$$$$$$$$$$$<

signed the memorandum for a num#er of shares not less than his qualification+ if anyD or ta8en from the company and paid or agreed to pay for his qualification shares+ if anyD or signed and deli-ered to the registrar for registration an underta8ing in writing to ta8e from the company and pay for his qualification shares+ if anyD or

;888888888888888888888888< ;llllllllllllllllllllllll<

1(%

;mmmmmmmmmmmmmmmmmmmmmmmm<

made and deli-ered to the registrar for registration a statutory declaration to the effect that a num#er of shares+ not less than his qualification+ if any+ are registered in his name.

;nnnnnnnnnnnnnnnnnnnnnnnn<

Ahere a person has signed and deli-ered as aforesaid an underta8ing to ta8e and pay for his qualification shares+ he shall+ as regards those shares+ #e in the same position as if he had signed the memorandum for that num#er of shares.

;oooooooooooooooooooooooo<

References in this section to the share qualification of a director or proposed director shall #e construed as including only a share qualification required on appointment or within a period determined #y reference to the time of appointment+ and references therein to qualification shares shall #e construed accordingly.

;pppppppppppppppppppppppp<

9n the application for registration of the memorandum and articles of a company+ the applicant shall deli-er to the registrar a list of the persons who ha-e consented to #e directors of the company+ and+ if this list contains the name of any person who has not so consented+ the applicant shall #e lia#le to a fine not e"ceeding fifty pounds.

;qqqqqqqqqqqqqqqqqqqqqqqq<

)his section shall not apply to 6

;rrrrrrrrrrrrrrrrrrrrrrrr< a company not ha-ing a share capitalD or ;ssssssssssssssssssssssss< ;tttttttttttttttttttttttt<

companyD or a pri-ate companyD or

a company which was a pri-ate company #efore #ecoming a pu#lic

;uuuuuuuuuuuuuuuuuuuuuuuu<

a prospectus issued #y or on #ehalf of a company after the e"piration of one year from the date on which the company was entitled to commence #usiness.

S&a(e 23a+*.*0a)*'ns '. d*(e0)'(s. 1;7.(1) Aithout pre$udice to the restrictions imposed #y section 1!5+ it shall #e the duty of e-ery director who is #y the articles of the company required to hold a specified share qualification+ and who is not already qualified+ to o#tain his qualification within two months after his appointment+ or such shorter time as may #e fi"ed #y the articles.

;------------------------<

3or the purpose of any pro-ision in the articles requiring a director or manager to hold a specified share qualification+ the #earer of a share warrant shall not #e deemed to #e the holder of the shares specified in the warrant.

;wwwwwwwwwwwwwwwwwwwwwwww<

)he office of director of a company shall #e -acated if the director does not within two months from the date of his appointment+ or within such shorter time as may #e fi"ed #y the articles+ o#tain his qualification+ or if after the e"piration of the said period or shorter time he ceases at any time to hold his qualification.

;""""""""""""""""""""""""<

& person -acating office under this section shall #e incapa#le of #eing

1('

reappointed director of the company until he has o#tained his qualification.

;yyyyyyyyyyyyyyyyyyyyyyyy<

If after the e"piration of the said period or shorter time any unqualified person acts as a director of the company+ he shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day #etween the e"piration of the said period or shorter time or the day on which he ceased to #e qualified+ as the case may #e+ and the last day on which it is pro-ed that he acted as a director.

A,,'*n)men) '. d*(e0)'(s )' 9e @')ed 'n *nd*@*d3a++1. 1;;.(1) &t a general meeting of a company other than a pri-ate company+ a motion for the appointment of two or more persons as directors of the company #y a single resolution shall not #e made+ unless a resolution that it shall #e so made has first #een agreed to #y the meeting without any -ote #eing gi-en against it. (-) & resolution mo-ed in contra-ention of this section shall #e -oid+ whether or not its #eing so mo-ed was o#$ected to at the timeC *ro-ided that 6

;EEEEEEEEEEEEEEEEEEEEEEEE< this su#section shall not #e ta8en as e"cluding the operation

of section 1!4D and

;aaaaaaaaaaaaaaaaaaaaaaaaa< where a resolution so mo-ed is passed+ no pro-ision for the

automatic reappointment of retiring directors in default of another appointment shall apply.

;#########################<

3or the purposes of this section+ a motion for appro-ing a person5s appointment or for nominating a person for appointment shall #e treated as a motion for his appointment.

;ccccccccccccccccccccccccc< 7othing in this section shall apply to a resolution altering the company5s
articles.

Rem'@a+ '. d*(e0)'(s. 1;<.(1) & company may #y ordinary resolution remo-e a director #efore the e"piration of his period of office+ notwithstanding anything in its articles or in any agreement #etween it and himC *ro-ided that this su#section shall not+ in the case of a pri-ate company+ authoriEe the remo-al of a director holding office for life at the commencement of this :aw+ whether or not su#$ect to retirement under an age limit #y -irtue of the articles or otherwise.

;ddddddddddddddddddddddddd<

Special notice shall #e required of any resolution to remo-e a director under this section or to appoint some#ody instead of a director so remo-ed at the meeting at which he is remo-ed+ and on receipt of notice of an intended resolution to remo-e a director under this section the company shall forthwith send a copy thereof to the director concerned+ and the director+ whether or not he is a mem#er of the company+ shall #e entitled to #e heard on the resolution at the meeting.

11(

;eeeeeeeeeeeeeeeeeeeeeeeee< Ahere notice is gi-en of an intended resolution to remo-e a director under this
section and the director concerned ma8es with respect thereto representations in writing to the company+ not e"ceeding a reasona#le length+ and requests their notification to mem#ers of the company+ the company shall+ unless the representations are recei-ed #y it too late for it to do so+ 6

;fffffffffffffffffffffffff< in any notice of the resolution gi-en to mem#ers of the company state
the fact of the representations ha-ing #een madeD and

;ggggggggggggggggggggggggg<

send a copy of the representations to e-ery mem#er of the company to whom notice of the meeting is sent ;whether #efore or after receipt of the representations #y the company<+

and if a copy of the representations is not sent as aforesaid #ecause recei-ed too late or #ecause of the company5s default+ the director may+ without pre$udice to his right to #e heard orally+ require that the representations shall #e read out at the meetingC *ro-ided that copies of the representations need not #e sent out and the representations need not #e read out at the meeting if+ on the application either of the company or of any other person who claims to #e aggrie-ed+ the .ourt is satisfied that the rights conferred #y this section are #eing a#used to secure needless pu#licity for defamatory matterD and the .ourt may order the company5s costs on an application under this section to #e paid in whole or in part #y the director+ notwithstanding that he is not a party to the application.

;hhhhhhhhhhhhhhhhhhhhhhhhh< ;iiiiiiiiiiiiiiiiiiiiiiiii<

& -acancy created #y the remo-al of a director under this section+ if not filled at the meeting at which he is remo-ed+ may #e filled as a casual -acancy. & person appointed director in place of a person remo-ed under this section shall #e treated+ for the purpose of determining the time at which he or any other director is to retire+ as if he had #ecome director on the day on which the person in whose place he is appointed was last appointed a director.

;$$$$$$$$$$$$$$$$$$$$$$$$$<

7othing in this section shall #e ta8en as depri-ing a person remo-ed thereunder of compensation or damages paya#le to him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remo-e a director which may e"ist apart from this section.

P('@*s*'ns as )' 3nd*s0&a(/ed 9anD(3,)s a0)*n/ as d*(e0)'(s. 1;=.(1) If any person #eing an undischarged #an8rupt acts as director of+ or directly or indirectly ta8es part in or is concerned in the management of+ any company e"cept with the lea-e of the .ourt #y which he was ad$udged #an8rupt+ he shall #e lia#le on con-iction to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fineC *ro-ided that a person shall not #e guilty of an offence under this section #y reason that he+ #eing an undischarged #an8rupt+ has acted as director of+ or ta8en part or #een concerned in the management of+ a company+ if he was at the commencement of this :aw acting as director of+ or ta8ing part or #eing concerned in the management of+ that company and has continuously so acted+ ta8en part or #een concerned since that date and the #an8ruptcy was prior to that date.

;8888888888888888888888888<

)he lea-e of the .ourt for the purposes of this section shall not #e gi-en unless notice of intention to apply therefore has #een ser-ed on the 9fficial Recei-er and Registrar+ and it shall

111

#e his duty+ if he is of opinion that it is contrary to the pu#lic interest that any such application should #e granted+ to attend on the hearing of and oppose the granting of the application.

;lllllllllllllllllllllllll<

In this section the e"pression+ 0company1 includes a company incorporated outside the .olony which has an esta#lished place of #usiness within the .olony.

P'4e( )' (es)(a*n .(a3d3+en) ,e(s'ns .('m mana/*n/ 0'm,an*es. 1<>.(1) Ahere 6

;mmmmmmmmmmmmmmmmmmmmmmmmm< a person is con-icted of any

offence in connection with the promotion+ formation or management of a companyD or

;nnnnnnnnnnnnnnnnnnnnnnnnn<
that a person 6

in the course of winding up a company it appears

;ooooooooooooooooooooooooo< ;ppppppppppppppppppppppppp<

has #een guilty of any offence for which he is lia#le+ whether he has #een con-icted or not+ under section 311D or has otherwise #een guilty+ while an officer of the company+ of any fraud in relation to the company or of any #reach of his duty to the company+

the .ourt may ma8e an order that that person shall not+ without the lea-e of the .ourt+ #e a director of or in any way+ whether directly or indirectly+ #e concerned or ta8e part in the management of a company for such period not e"ceeding fi-e years as may #e specified in the order.

;qqqqqqqqqqqqqqqqqqqqqqqqq<

In su#section ;1< the e"pression 0the .ourt1+ in relation to the ma8ing of an order against any person #y -irtue of paragraph ;a< thereof+ includes the .ourt #efore which he is con-icted+ as well as any .ourt ha-ing $urisdiction to wind up the company+ and in relation to the granting of lea-e means any .ourt ha-ing $urisdiction to wind up the company as respects which lea-e is sought.

;rrrrrrrrrrrrrrrrrrrrrrrrr<

& person intending to apply for the ma8ing of an order under this section #y the .ourt ha-ing $urisdiction to wind up a company shall gi-e not less than ten days5 notice of his intention to the person against whom the order is sought+ and on the hearing of the application the last6mentioned person may appear and himself gi-e e-idence or call witnesses.

;sssssssssssssssssssssssss<

&n application for the ma8ing of an order under this section #y the .ourt ha-ing $urisdiction to wind up a company may #e made #y the official recei-er+ or #y the liquidator of the company or #y any person who is or has #een a mem#er or creditor of the companyD and on the hearing of any application for an order under this section #y the official recei-er or the liquidator+ or of any application for lea-e under this section #y a person against whom an order has #een made on the application of the official recei-er or the liquidator+ the official recei-er or liquidator shall appear and call the attention of the .ourt to any matters which seem to him to #e rele-ant+ and may himself gi-e e-idence or call witnesses.

;ttttttttttttttttttttttttt<

&n order may #e made #y -irtue of su#6paragraph ;ii< of paragraph ;#< of su#section ;1< notwithstanding that the person concerned may #e criminally lia#le in respect of the matters on the ground of which the order is to #e made+ and for the purposes of the said su#6paragraph ;ii< that e"pression 0officer1 shall include any

112

person in accordance with whose directions or instructions the directors of the company ha-e #een accustomed to act.

;uuuuuuuuuuuuuuuuuuuuuuuuu<

If any person acts in contra-ention of an order made under this section+ he shall+ in respect of each offence+ #e lia#le on con-iction to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

P('&*9*)*'n '. )a8-.(ee ,a1men)s )' d*(e0)'(s. 1<1.(1) It shall not #e lawful for a company to pay a director remuneration+ whether as director or otherwise+ free of income ta"+ or otherwise calculated #y reference to or -arying with the amount of his income ta"+ e"cept under a contract which was in force at the commencement of this :aw+ and pro-ides e"pressly+ and not #y reference to the articles+ for payment of remuneration as aforesaid.

;-------------------------<

&ny pro-ision contained in a company5s articles+ or in any contract other than such a contract as aforesaid+ or in any resolution of a company or a company5s directors+ for payment to a director of remuneration as aforesaid shall ha-e effect as if it pro-ided for payment+ as a gross sum su#$ect to income ta"+ of the net sum for which it actually pro-ides.

;wwwwwwwwwwwwwwwwwwwwwwwww<

)his section shall not apply to remuneration due #efore the commencement of this :aw or in respect of a period #efore the commencement of this :aw.

P('&*9*)*'n '. +'ans )' d*(e0)'(s. 1<-.(1) It shall not #e lawful for a company to ma8e a loan to any person who is its director or a director of its holding company+ or to enter into any guarantee or pro-ide any security in connection with a loan made to such a person as aforesaid #y any other personC *ro-ided that nothing in this section shall apply either 6

;"""""""""""""""""""""""""< ;yyyyyyyyyyyyyyyyyyyyyyyyy<

to anything done #y a company which is for the time #eing an e"empt pri-ate companyD or to anything done #y a su#sidiary+ where the

director is its holding companyD or

;EEEEEEEEEEEEEEEEEEEEEEEEE< su#$ect to su#section ;2<+ to anything done to pro-ide any

such person as aforesaid with funds to meet e"penditure incurred or to #e incurred #y him for the purposes of the company or for the purpose of ena#ling him properly to perform his duties as an officer of the companyD 9r

;aaaaaaaaaaaaaaaaaaaaaaaaaa<

in the case of a company whose ordinary #usiness includes the lending of money or the gi-ing of guarantees in connection with loans made #y other persons+ to anything done #y the company in the ordinary course of that #usiness.

113

(-) *ro-iso ;c< to su#section ;1< shall not authoriEe the ma8ing of any loan+ or the entering into any guarantee+ or the pro-ision of any security+ e"cept either 6

;##########################<

with the prior appro-al of the company gi-en at a general meeting at which the purposes of the e"penditure and the amount of the loan or the e"tent of the guarantee or security+ as the case may #e+ are disclosedD or on condition that+ if the appro-al of the company is not gi-en as aforesaid at or #efore the ne"t following annual general meeting+ the loan shall #e repaid or the lia#ility under the guarantee or security shall #e discharged+ as the case may #e+ within si" months from the conclusion of that meeting.

;cccccccccccccccccccccccccc<

(3) Ahere the appro-al of the company is not gi-en as required #y any such condition+ the directors authoriEing the ma8ing of the loan+ or the entering into the guarantee+ or the pro-ision of the security+ shall #e $ointly and se-erally lia#le to indemnify the company against any loss arising therefrom.

A,,('@a+ '. 0'm,an1 (e23*s*)e .'( ,a1men) 91 *) )' d*(e0)'( .'( +'ss '. '..*0e? e)0. 1<3. It shall not #e lawful for a company to ma8e to any director of the company any payment #y way of compensation for loss of office+ or as consideration for or in connection with his retirement from office+ without particulars with respect to the proposed payment+ including the amount thereof+ #eing disclosed to mem#ers of the company and the proposal #eing appro-ed #y the company.

A,,('@a+ '. 0'm,an1 (e23*s*)e .'( an1 ,a1men)? *n 0'nne0)*'n 4*)& )(ans.e( '. *)s ,(',e()1? )' d*(e0)'( .'( +'ss '. '..*0e? e)0. 1<5.(1) It is here#y declared that it is not lawful in connection with the transfer of the whole or any part of the underta8ing or property of a company for any payment to #e made to any director of the company #y way of compensation for loss of office+ or as consideration for or in connection with his retirement from office+ unless particulars with respect to the proposed payment+ including the amount thereof+ ha-e #een disclosed to the mem#ers of the company and the proposal appro-ed #y the company. (-) Ahere a payment which is here#y declared to #e illegal is made to a director of the company+ the amount recei-ed shall #e deemed to ha-e #een recei-ed #y him in trust for the company.

D3)1 '. d*(e0)'( )' d*s0+'se ,a1men) .'( +'ss '. '..*0e? e)0.? made *n 0'nne0)*'n 4*)& )(ans.e( '. s&a(es *n 0'm,an1. 1<6.(1) Ahere+ in connection with the transfer to any persons of all or any of the shares in a company+ #eing a transfer resulting from 6

;dddddddddddddddddddddddddd< ;eeeeeeeeeeeeeeeeeeeeeeeeee<

an offer made to the general #ody of shareholdersD

an offer made #y or on #ehalf of some other #ody corporate with a -iew to the company #ecoming its su#sidiary or a su#sidiary of its

114

holding companyD

;ffffffffffffffffffffffffff< an offer made #y or on #ehalf of an indi-idual with a -iew to his

o#taining the right to e"ercise or control the e"ercise of not less than one6third of the -oting power at any general meeting of the companyD or

;gggggggggggggggggggggggggg<
to a gi-en e"tent+

any other offer which is conditional on acceptance

a payment is to #e made to a director of the company #y way of compensation for loss of office+ or as consideration for or in connection with his retirement from office+ it shall #e the duty of that director to ta8e all reasona#le steps to secure that particulars with respect to the proposed payment+ including the amount thereof+ shall #e included in or sent with any notice of the offer made for their shares which is gi-en to any shareholders. (-) If 6

;hhhhhhhhhhhhhhhhhhhhhhhhhh<
aforesaidD or

any such director fails to ta8e reasona#le steps as

;iiiiiiiiiiiiiiiiiiiiiiiiii<

any person who has #een properly required #y any such director to include the said particulars in or send them with any such notice as aforesaid fails so to do+

he shall #e lia#le to a fine not e"ceeding twenty6fi-e pounds. (3) If 6

;$$$$$$$$$$$$$$$$$$$$$$$$$$<

the requirements of su#section ;1< are not complied with in relation to any such payment as is therein mentionedD or the ma8ing of the proposed payment is not+ #efore the transfer of any shares in pursuance of the offer+ appro-ed #y a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares+

;88888888888888888888888888<

any sum recei-ed #y the director on account of the payment shall #e deemed to ha-e #een recei-ed #y him in trust for any persons who ha-e sold their shares as a result of the offer made+ and the e"penses incurred #y him in distri#uting that sum amongst those persons shall #e #orne #y him and not retained out of that sum.

;llllllllllllllllllllllllll<

Ahere the shareholders referred to in paragraph ;#< of su#section ;3< are not all the mem#ers of the company and no pro-ision is made #y the articles for summoning or regulating such a meeting as is mentioned in that paragraph+ the pro-isions of this :aw and of the company5s articles relating to general meetings of the company shall+ for that purpose+ apply to the meeting either without modification or with such modifications as the =o-ernor on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting.

;mmmmmmmmmmmmmmmmmmmmmmmmmm< If at a meeting summoned for the purpose of

appro-ing any payment as required #y paragraph ;#< of su#section ;3< a quorum is not present and+ after the meeting has #een ad$ourned to a later date+ a quorum is again not present+ the payment shall #e deemed for the purposes of that su#section to ha-e #een appro-ed.

115

P('@*s*'ns s3,,+emen)a(1 )' se0)*'ns 1<3? 1<5 and 1<6. 1<7.(1) Ahere in proceedings for the reco-ery of any payment as ha-ing+ #y -irtue of su#sections ;1< and ;2< of section 1%4 or su#sections ;1< and ;3< of section 1%5+ #een recei-ed #y any person in trust+ it is shown that 6

;nnnnnnnnnnnnnnnnnnnnnnnnnn<

the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question+ or within one year #efore or two years after that agreement or the offer leading theretoD and the company or any person to whom the transfer was made was pri-y to that arrangement+

;oooooooooooooooooooooooooo<

the payment shall #e deemed+ e"cept in so far as the contrary is shown+ to #e one to which the su#sections apply. (-) If in connection with any such transfer as is mentioned in section 1%4 or 1%5 6

;pppppppppppppppppppppppppp<

the price to #e paid to a director of the company whose office is to #e a#olished or who is to retire from office for any shares in the company held #y him is in e"cess of the price which could at the time ha-e #een o#tained #y other holders of the li8e sharesD or any -alua#le consideration is gi-en to any such

;qqqqqqqqqqqqqqqqqqqqqqqqqq<
director+

the e"cess or the money -alue of the consideration+ as the case may #e+ shall+ for the purposes of that section+ #e deemed to ha-e #een a payment made to him #y way of compensation for loss of office or as consideration for or in connection with his retirement from office.

;rrrrrrrrrrrrrrrrrrrrrrrrrr<

It is here#y declared that references in sections 1%3+ 1%4 and 1%5 to payments made to any director of a company #y way of compensation for loss of office+ or as consideration for or in connection with his retirement from office+ do not include any #ona fide payment #y way of damages for #reach of contract or #y way of pension in respect of past ser-ices+ and for the purposes of this su#section the e"pression pension1 includes any superannuation allowance+ superannuation gratuity or similar payment.

;ssssssssssssssssssssssssss<

7othing in sections 1%4 and 1%5 shall #e ta8en to pre$udice the operation of any rule of law requiring disclosure to #e made with respect to any such payments as are therein mentioned or with respect to any other li8e payments made or to #e made to the directors of a company.

Re/*s)e( '. d*(e0)'(sC s&a(e&'+d*n/s? e)0. 1<;.(1) ,-ery company shall 8eep a register showing as respects each director of the company+ not #eing its holding company+ the num#er+ description and amount of any shares in or de#entures of the company or any other #ody corporate+ #eing the company5s su#sidiary or holding company+ or a su#sidiary of the company5s holding company+ which are held #y or in trust for him or of which he has any right to #ecome the holder+ whether on payment or notC *ro-ided that the register need not include shares in any #ody corporate which is the wholly6owned

11

su#sidiary of another #ody corporate+ and for this purpose a #ody corporate shall #e deemed to #e the wholly6owned su#sidiary of another if it has no mem#ers #ut that other and that other5s wholly6owned su#sidiaries and its or their nominees. (-) Ahere any shares or de#entures fall to #e or cease to #e recorded in the said register in relation to any director #y reason of a transaction entered into after the commencement of this :aw and while he is a director+ the register shall also show the date of+ and price or other consideration for+ the transactionC *ro-ided that where there is an inter-al #etween the agreement for any such transaction and the completion thereof+ the date shall #e that of the agreement.

;tttttttttttttttttttttttttt<

)he nature and e"tent of a director5s interest or right in or o-er any shares or de#entures recorded in relation to him in the said register shall+ if he so requires+ #e indicated in the register.

;uuuuuuuuuuuuuuuuuuuuuuuuuu<

)he company shall not+ #y -irtue of anything done for the purposes of this section+ #e affected with notice of+ or put upon inquiry as to+ the rights of any person in relation to any shares or de#entures.

;--------------------------<

)he said register shall+ su#$ect to the pro-isions of this section+ #e 8ept at the company5s registered office and shall #e open to inspection during #usiness hours ;su#$ect to such reasona#le restrictions as the company may #y its articles or in general meeting impose+ so that not less than two hours in each day #e allowed for inspection< as followsC6

;wwwwwwwwwwwwwwwwwwwwwwwwww<

during the period #eginning fourteen days #efore the date of the company5s annual general meeting and ending three days after the date of its conclusion+ it shall #e open to the inspection of any mem#er or holder of de#entures of the companyD and during that or any other period+ it shall #e open to the inspection of any person acting on #ehalf of the =o-ernor.

;""""""""""""""""""""""""""<

In computing the fourteen days and the three days mentioned in this su#section+ any day which is a Saturday or Sunday or a #an8 holiday shall #e disregarded.

;yyyyyyyyyyyyyyyyyyyyyyyyyy< ;EEEEEEEEEEEEEEEEEEEEEEEEEE<

Aithout pre$udice to the rights conferred #y su#section ;5<+ the =o-ernor may at any time require a copy of the said register+ or any part thereof. )he said register shall also #e produced at the commencement of the company5s annual general meeting and remain open and accessi#le during the continuance of the meeting to any person attending the meeting.

;aaaaaaaaaaaaaaaaaaaaaaaaaaa<

If default is made in complying with su#section ;!< the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fifty poundsD and if default is made in complying with su#section ;1< or ;2<+ or if any inspection required under this section is refused or any copy required thereunder is not sent within a reasona#le time+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding one hundred pounds and further to a default fine of two pounds.

;###########################< In the case of any such refusal+ the .ourt may #y order compel an
immediate inspection of the register.

11!

;ccccccccccccccccccccccccccc<

3or the purposes of this section 6

;ddddddddddddddddddddddddddd< any person in accordance with whose directions or

instructions the directors of a company are accustomed to act shall #e deemed to #e a director of the companyD and

;eeeeeeeeeeeeeeeeeeeeeeeeeee<

a director of a company shall #e deemed to hold+ or to ha-e any interest or right in or o-er+ any shares or de#entures if a #ody corporate other than the company holds them or has that interest or right in or o-er them+ and either 6

;fffffffffffffffffffffffffff<

that #ody corporate or its directors are accustomed to act in accordance with his directions or instructionsD or

;ggggggggggggggggggggggggggg< he is entitled to e"ercise or control the

e"ercise of one6third or more of the -oting power at any general meeting of that #ody corporate.

Pa()*03+a(s *n a00'3n)s '. d*(e0)'(sC sa+a(*es? ,ens*'ns? e)0. 1<<.(1) In any accounts of a company laid #efore it in general meeting+ or in a statement anne"ed thereto+ there shall+ su#$ect to and in accordance with the pro-isions of this section+ #e shown so far as the information is contained in the company5s #oo8s and papers or the company has the right to o#tain it from the persons concerned 6

;hhhhhhhhhhhhhhhhhhhhhhhhhhh< the aggregate amount of the directors5 emolumentsD ;iiiiiiiiiiiiiiiiiiiiiiiiiii< the aggregate amount of directors5 or past directors5 pensionsD and ;$$$$$$$$$$$$$$$$$$$$$$$$$$$< the aggregate amount of any compensation to directors or past
directors in respect of loss of office. (-) )he amount to #e shown under paragraph ;a< of su#section ;1< 6

;888888888888888888888888888< shall include any emoluments paid to or recei-a#le

#y any person in respect of his ser-ices as director of the company or in respect of his ser-ices+ while director of the company+ as director of any su#sidiary thereof or otherwise in connection with the management of the affairs of the company or any su#sidiary thereofD and

;lllllllllllllllllllllllllll< shall distinguish #etween emoluments in respect of ser-ices as

director+ whether of the company or its su#sidiary+ and other emoluments+ and for the purposes of this section the e"pression 0emoluments1+ in relation to a director+ includes fees and percentages+ any sums paid #y way of e"penses allowance in so far as those sums are charged to income ta"+ any contri#ution paid in respect of him under any pension scheme and the estimated money -alue of any other #enefits recei-ed #y him otherwise than in cash. (3) )he amount to #e shown under paragraph ;#< of su#section ;1< 6

11%

;mmmmmmmmmmmmmmmmmmmmmmmmmmm<

shall not include any pension paid or recei-a#le under a pension scheme if the scheme is such that the contri#utions thereunder are su#stantially adequate for the maintenance of the scheme+ #ut sa-e as aforesaid shall include any pension paid or recei-a#le in respect of any such ser-ices of a director or past director of the company as are mentioned in su#section ;2<+ whether to or #y him or+ on his nomination or #y -irtue of dependence on or other connection with him+ to or #y any other personD and

;nnnnnnnnnnnnnnnnnnnnnnnnnnn< shall distinguish #etween pensions in respect of

ser-ices as director+ whether of the company or its su#sidiary+ and other pensions+ and for the purposes of this section the e"pression 0pension1 includes any superannuation allowance+ superannuation gratuity or similar payment+ and the e"pression 0pension scheme1 means a scheme for the pro-ision of pensions in respect of ser-ices as director or otherwise which is maintained in whole or in part #y means of contri#utions+ and the e"pression 0contri#ution1 in relation to a pension scheme means any payment+ including an insurance premium+ paid for the purposes of the scheme #y or in respect of persons rendering ser-ices in respect of which pensions will or may #ecome paya#le under the scheme+ e"cept that it does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertaina#le. (5) )he amount to #e shown under paragraph ;c< of su#section ;1< 6

;ooooooooooooooooooooooooooo< shall include any sums paid to or recei-a#le #y a

director or past director #y way of compensation for the loss of office as director of the company or for the loss+ while director of the company or on or in connection with his ceasing to #e a director of the company+ of any other office in connection with the management of the company5s affairs or of any office as director or otherwise in connection with the management of the affairs of any su#sidiary thereofD and

;ppppppppppppppppppppppppppp< shall distinguish #etween compensation in respect

of the office of director+ whether of the company or its su#sidiary+ and compensation in respect of other offices+ and for the purposes of this section references to compensation for loss of office shall include sums paid as consideration for or in connection with a person5s retirement from office. (6) )he amounts to #e shown under each paragraph of su#section ;1< 6 0a1 shall include all rele-ant sums paid #y or recei-a#le from 6

;qqqqqqqqqqqqqqqqqqqqqqqqqqq< the companyD and ;rrrrrrrrrrrrrrrrrrrrrrrrrrr<

the company5s su#sidiariesD and

;sssssssssssssssssssssssssss< any other person+

e"cept sums to #e accounted for to the company or any of its su#sidiaries or+ #y -irtue of section 1%5+ to past or present mem#ers of the company or any of its su#sidiaries or any class of those mem#ersD and 0b1 shall distinguish+ in the case of the amount to #e shown under paragraph ;c< of su#section ;1<+ #etween the sums respecti-ely paid #y or recei-a#le from the company+

11'

the company5s su#sidiaries and persons other than the company and its su#sidiaries. (7) )he amounts to #e shown under this section for any financial year shall #e the sums recei-a#le in respect of that year+ whene-er paid+ or+ in the case of sums not recei-a#le in respect of a period+ the sums paid during that year+ so+ howe-er+ that where 6

;ttttttttttttttttttttttttttt< any sums are not shown in the accounts for the rele-ant financial year
on the ground that the person recei-ing them is lia#le to account therefor as mentioned in paragraph ;a< of su#section ;5<+ #ut the lia#ility is thereafter wholly or partly released or is not enforced within a period of two yearsD or

;uuuuuuuuuuuuuuuuuuuuuuuuuuu< any sums paid #y way of e"penses allowance are

charged to income ta" after the end of the rele-ant financial year+ those sums shall+ to the e"tent to which the lia#ility is released or not enforced or they are charged as aforesaid+ as the case may #e+ #e shown in the first accounts in which it is practica#le to show them or in a statement anne"ed thereto+ and shall #e distinguished from the amounts to #e shown therein apart from this pro-ision.

;---------------------------< Ahere it is necessary so to do for the purpose of ma8ing any

distinction required #y this section in any amount to #e shown thereunder+ the directors may apportion any payments #etween the matters in respect of which they ha-e #een paid or are recei-a#le in such manner as they thin8 appropriate.

;wwwwwwwwwwwwwwwwwwwwwwwwwww< If in the case of any accounts the requirements of

this section are not complied with+ it shall #e the duty of the auditors of the company #y whom the accounts are e"amined to include in their report thereon+ so far as they are reasona#ly a#le to do so+ a statement gi-ing the required particulars.

;"""""""""""""""""""""""""""< In this section any reference to a company5s su#sidiary 6 ;yyyyyyyyyyyyyyyyyyyyyyyyyyy< in relation to a person who is or was+ while a
director of the company+ a director also+ #y -irtue of the company5s nomination+ direct or indirect+ of any other #ody corporate+ shall+ su#$ect to the following paragraph+ include that #ody corporate+ whether or not it is or was in fact the company5s su#sidiaryD and

;EEEEEEEEEEEEEEEEEEEEEEEEEEE<

shall for the purposes of su#sections ;2< and ;3< #e ta8en as referring to a su#sidiary at the time the ser-ices were rendered+ and for the purposes of su#section ;4< #e ta8en as referring to a su#sidiary immediately #efore the loss of office as director of the company.

Pa()*03+a(s *n a00'3n)s '. +'ans )' '..*0e(s? e)0. 1<=.(1) )he accounts which+ in pursuance of this :aw+ are to #e laid #efore e-ery company in general meeting shall+ su#$ect to the pro-isions of this section+ contain particulars showing 6 0a1 the amount of any loans made during the company5s financial year to 6

;aaaaaaaaaaaaaaaaaaaaaaaaaaaa<

any officer of the companyD or

12(

;############################< any person who+ after the ma8ing of the

loan+ #ecame during that year an officer of the company+ #y the company or a su#sidiary thereof or #y any other person under a guarantee from or on a security pro-ided #y the company or a su#sidiary thereof ;including any such loans which were repaid+ during that year<D and 0b1 the amount of any loans made in manner aforesaid to any such officer or person as aforesaid at any time #efore the company5s financial year and outstanding at the e"piration thereof.

(-)

Su#section ;1< shall not require the inclusion in accounts of particulars of 6

;cccccccccccccccccccccccccccc<

a loan made in the ordinary course of its #usiness #y the company or a su#sidiary thereof+ where the ordinary #usiness of the company or+ as the case may #e+ the su#sidiary+ includes the lending of moneyD or

;dddddddddddddddddddddddddddd< a loan made #y the company or a su#sidiary

thereof to an employee of the company or su#sidiary+ as the case may #e+ if the loan does not e"ceed two thousand pounds and is certified #y the directors of the company or su#sidiary+ as the case may #e+ to ha-e #een made in accordance with any practice adopted or a#out to #e adopted #y the company or su#sidiary with respect to loans to its employees+ not #eing+ in either case+ a loan made #y the company under a guarantee from or on a security pro-ided #y a su#sidiary thereof or a loan made #y a su#sidiary of the company under a guarantee from or on a security pro-ided #y the company or any other su#sidiary thereof.

;eeeeeeeeeeeeeeeeeeeeeeeeeeee<

If in the case of any such accounts as aforesaid the requirements of this section are not complied with+ it shall #e the duty of the auditors of the company #y whom the accounts are e"amined to include in their report on the #alance sheet of the company+ so far as they are reasona#ly a#le to do so+ a statement gi-ing the required particulars.

;ffffffffffffffffffffffffffff<

References in this section to a su#sidiary shall #e ta8en as referring to a su#sidiary at the end of the company5s financial year+ whether or not a su#sidiary at the date of the loan.

Gene(a+ d3)1 )' maDe d*s0+'s3(e .'( ,3(,'ses '. se0)*'ns 1<;? 1<< and 1<=. 1=>.(1) It shall #e the duty of any director of a company to gi-e notice to the company of such matters relating to himself as may #e necessary for the purposes of sections 1%!+ 1%% and 1%' e"cept so far as it relates to loans made+ #y the company or #y any other person under a guarantee from or on a security pro-ided #y the company+ to an officer thereof.

;gggggggggggggggggggggggggggg< &ny such notice gi-en for the purposes of section 1%! shall #e in
writing and+ if it is not gi-en at a meeting of the directors+ the director gi-ing it shall ta8e reasona#le steps to secure that it is #rought up and read at the ne"t meeting of directors after it is gi-en.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhh< Su#section ;1< shall apply 6

121

;iiiiiiiiiiiiiiiiiiiiiiiiiiii< for the purposes of section 1%'+ in relation to officers other than
directorsD and

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$< for the purposes of sections 1%% and 1%'+ in relation to persons who
are or ha-e at any time during the preceding fi-e years #een officers+ as it applies in relation to directors. (5) &ny person who ma8es default in complying with the foregoing pro-isions of this section shall #e lia#le to a fine not e"ceeding fifty pounds.

D*s0+'s3(e 91 d*(e0)'(s '. *n)e(es)s *n 0'n)(a0)s. 1=1.(1) Su#$ect to the pro-isions of this section+ it shall #e the duty of a director of a company who is in any way+ whether directly or indirectly+ interested in a contract or proposed contract with the company to declare the nature of his interest at a meeting of the directors of the company.

;8888888888888888888888888888< In the case of a proposed contract the declaration required #y this

section to #e made #y a director shall #e made at the meeting of the directors at which the question of entering into the contract is first ta8en into consideration+ or if the director was not at the date of that meeting interested in the proposed contract+ at the ne"t meeting of the directors held after he #ecame so interested+ and in a case where the director #ecomes interested in a contract after it is made+ the said declaration shall #e made at the first meeting of the directors held after the director #ecomes so interested.

;llllllllllllllllllllllllllll< 3or the purposes of this section+ a general notice gi-en to the directors of a company #y
a director to the effect that he is a mem#er of a specified company or firm and is to #e regarded as interested in any contract which may+ after the date of the notice+ #e made with that company or firm+ shall #e deemed to #e a sufficient declaration of interest in relation to any contract so madeC *ro-ided that no such notice shall #e of effect unless either it is gi-en at a meeting of the directors or the director ta8es reasona#le steps to secure that it is #rought up and read at the ne"t meeting of the directors after it is gi-en.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmm<

&ny director who fails to comply with the pro-isions of this section shall #e lia#le to a fine not e"ceeding one hundred pounds.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnn< 7othing in this section shall #e ta8en to pre$udice the operation of any
rule of law restricting directors of a company from ha-ing any interest in contracts with the company.

Re/*s)e( '. d*(e0)'(s and se0(e)a(*es. 1=-.(1) ,-ery company shall 8eep at its registered office a register of its directors and secretaries. (-) )he said register shall contain the following particulars with respect to each director+ that is to sayC6

;oooooooooooooooooooooooooooo< in the case of an indi-idual+ his present .hristian

122

name and surname+ any former .hristian name or surname+ his usual residential address+ his nationality+ his #usiness occupation+ if any+ particulars of any other directorships held #y himD and

;pppppppppppppppppppppppppppp< in the case of a corporation+ its corporate name and

registered or principal officeC *ro-ided that it shall not #e necessary for the register to contain particulars of directorships held #y a director in companies of which the company is the wholly6owned su#sidiary+ or which are the wholly6owned su#sidiaries either of the company or of another company of which the company is the wholly6owned su#sidiary+ and for the purposes of this pro-iso 6

;qqqqqqqqqqqqqqqqqqqqqqqqqqqq< the e"pression 0company1 shall include

any #ody corporate incorporated in the .olonyD and

;rrrrrrrrrrrrrrrrrrrrrrrrrrrr<

a #ody corporate shall #e deemed to #e the wholly6owned su#sidiary of another if it has no mem#ers e"cept that other and that other5s wholly6owned su#sidiaries and its or their nominees.

(3) )he said register shall contain the following particulars with respect to the secretary or+ where there are $oint secretaries+ with respect to each of them+ that is to sayC6

;ssssssssssssssssssssssssssss< in the case of an indi-idual+ his present .hristian name and

surname+ any former .hristian name and surname and his usual residential addressD and

;tttttttttttttttttttttttttttt< in the case of a corporation+ its corporate name and registered office. ;uuuuuuuuuuuuuuuuuuuuuuuuuuuu< )he company shall+ within the periods respecti-ely mentioned in
su#section ;5<+ send to the registrar of companies a return in the prescri#ed form containing the particulars specified in the said register and a notification in the prescri#ed form of any change among its directors or in its secretary or in any of the particulars contained in the register+ specifying the date of the change.

;----------------------------< )he periods referred to in su#section ;4< are the following+ namelyC6 ;wwwwwwwwwwwwwwwwwwwwwwwwwwww< the period within which the said
return is to #e sent shall #e a period of fourteen days from the appointment of the first directors of the companyD and

;""""""""""""""""""""""""""""< the period within which the said notification of a

change is to #e sent shall #e fourteen days from the happening thereofC *ro-ided that+ in the case of a return containing particulars with respect of any person who is the company5s secretary at the commencement of this :aw+ the period shall #e fourteen days from the commencement of this :aw.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyy< )he register to #e 8ept under this section shall during #usiness hours
;su#$ect to such reasona#le restrictions as the company may #y its articles or in general meeting impose+ so that not less than two hours in each day #e allowed for inspection< #e open to the inspection of any mem#er of the company without charge and of any other person on payment of fifty mils+ or such less sum as the company may prescri#e+ for each inspection.

123

;EEEEEEEEEEEEEEEEEEEEEEEEEEEE<

If any inspection required under this section is refused or if default is made in complying with su#section ;1<+ ;2<+;3< or ;4<+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaa<
immediate inspection of the register.

In the case of any such refusal+ the .ourt may #y order compel an

;#############################<

3or the purposes of this section 6

;ccccccccccccccccccccccccccccc<

a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall #e deemed to #e a director and officer of the companyD the e"pression 0.hristian name1 includes

;ddddddddddddddddddddddddddddd<
a forenameD

;eeeeeeeeeeeeeeeeeeeeeeeeeeeee<
do not include 6

references to a former .hristian name or surname

;fffffffffffffffffffffffffffff<

in the case of any person+ a former .hristian name or surname where that name or surname was changed or disused #efore the person #earing the name attained the age of eighteen years or has #een changed or disused for a period of not less than twenty yearsD or in the case of a married woman+ the name or surname #y which she was 8nown pre-ious to the marriage.

;ggggggggggggggggggggggggggggg<

Pa()*03+a(s 4*)& (es,e0) )' d*(e0)'(s *n )(ade 0a)a+'/3es? 0*(03+a(s? e)0. 1=3.(1) ,-ery company to which this section applies shall+ in all trade catalogues+ trade circulars and #usiness letters on or in which the company5s name appears and which are issued or sent #y the company to any person in any part of Ber Ma$esty5s dominions+ state in legi#le characters with respect to e-ery director #eing a corporation+ the corporate name+ and with respect to e-ery director #eing an indi-idual+ the following particularsC6

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhh<
thereof+ and present surnameD

his present .hristian name+ or the initials

;iiiiiiiiiiiiiiiiiiiiiiiiiiiii< any former .hristian names and surnamesD ;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< his nationality+ if not 4ritishC
*ro-ided that+ if special circumstances e"ist which render it in the opinion of the =o-ernor e"pedient that such an e"emption should #e granted+ the =o-ernor may #y order grant+ su#$ect to such conditions as may #e specified in the order+ e"emption from the o#ligations imposed #y this su#section. (-) )his section shall apply to 6

124

;88888888888888888888888888888<
or the :aws repealed there#yD and

e-ery company registered under this :aw+

;lllllllllllllllllllllllllllll< e-ery company incorporated outside the .olony which has an

esta#lished place of #usiness within the .olony. (3) If a company ma8es default in complying with this section e-ery officer of the company who is in default shall #e lia#le on con-iction for each offence to a fine not e"ceeding fi-e pounds+ and for the purposes of this su#section+ where a corporation is an officer of the company+ any officer of the corporation shall #e deemed to #e an officer of the companyC *ro-ided that no proceedings shall #e instituted under this section e"cept #y+ or with the consent of+ the &ttorney6=eneral. (5) 3or the purposes of this section 6

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmm< the

e"pression 0director1 includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act and the e"pression 0officer1 shall #e construed accordinglyD the e"pression 0initials1 includes a

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnn<
recogniEed a##re-iation of a .hristian name+

and paragraphs ;#< and ;c< of su#section ;'< of section 1'2 shall apply as they apply for the purposes of that section.

C'm,an1 ma1 &a@e d*(e0)'(s 4*)& 3n+*m*)ed +*a9*+*)1. 1=5.(1) In a company the lia#ility of the directors or managers+ or of the managing director+ may+ if so pro-ided #y the memorandum+ #e unlimited.

;ooooooooooooooooooooooooooooo<

In a company in which the lia#ility of a director or manager is unlimited+ the directors and any managers of the company and the mem#er who proposes a person for election or appointment to the office of director or manager+ shall add to that proposal a statement that the lia#ility of the person holding that office will #e unlimited+ and #efore the person accepts the office or acts therein+ notice in writing that his lia#ility will #e unlimited shall #e gi-en to him #y the following or one of the following persons+ namely+ the promoters of the company+ the directors of the company+ any managers of the company and the secretary of the company.

;ppppppppppppppppppppppppppppp<

If any director+ manager or proposer ma8es default adding such a statement+ or if any promoter+ director+ manager or secretary ma8es default in gi-ing such a notice+ he shall #e lia#le to a fine not e"ceeding one hundred pounds+ and shall also #e lia#le for any damage which the person so elected or appointed may sustain from the default+ #ut the lia#ility of the person elected or appointed shall not #e affected #y the default.

S,e0*a+ (es'+3)*'n '. 0'm,an1 maD*n/ +*a9*+*)1 '. d*(e0)'(s 3n+*m*)ed.

125

1=6.(1) & company+ if so authoriEed #y its articles+ may+ #y special resolution+ alter its memorandum so as to render unlimited the lia#ility of its directors or managers+ or of any managing director. (-) /pon the passing of any such special resolution the pro-isions thereof shall #e as -alid as if they had #een originally contained in the memorandum.

P('@*s*'ns as )' ass*/nmen) '. '..*0e 91 d*(e0)'(s. 1=7. If in the case of any company pro-ision is made #y the articles or #y any agreement entered into #etween any person and the company for empowering a director or manager of the company to assign his office as such to another person+ any assignment of office made in pursuance of the said pro-ision shall+ notwithstanding anything to the contrary contained in the said pro-isions+ #e of no effect unless and until it is appro-ed #y a special resolution of the company.

Avoidance of Provisions in Articles or Contracts relieving +fficers from iability.

P('@*s*'ns as )' +*a9*+*)1 '. '..*0e(s and a3d*)'(s. 1=;. Su#$ect as hereinafter pro-ided+ any pro-ision+ whether contained in the articles of a company or in any contract with a company or otherwise+ for e"empting any officer of the company or any person+ whether an officer of the company or not+ employed #y the company as auditor from+ or indemnifying him against+ any lia#ility which #y -irtue of any rule of law would otherwise attach to him in respect of any negligence+ default+ #reach of duty or #reach of trust of which he may #e guilty in relation to the company shall #e -oidC *ro-ided that 6

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

nothing in this section shall operate to depri-e any person of any e"emption or right to #e indemnified in respect of anything done or omitted to #e done #y him while any such pro-ision was in forceD and notwithstanding anything in this section+ a company may+ in pursuance of any such pro-ision as aforesaid+ indemnify any such officer or auditor against any lia#ility incurred #y him in defending any proceedings+ whether ci-il or criminal in which $udgment is gi-en in his fa-our or in which he is acquitted or in connection with any application under section 3%3 in which relief is granted to him #y the .ourt.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

Arrangements and Reconstructions.

P'4e( )' 0'm,('m*se 4*)& 0(ed*)'(s and mem9e(s.

12

1=<.(1) Ahere a compromise or arrangement is proposed #etween a company and its creditors or any class of them or #etween the company and its mem#ers or any class of them+ the .ourt may+ on the application in a summary way of the company or of any creditor or mem#er of the company+ or+ in the case of a company #eing wound up+ of the liquidator+ order a meeting of the creditors or class of creditors+ or of the mem#ers of the company or class of mem#ers+ as the case may #e+ to #e summoned in such manner as the .ourt directs.

;sssssssssssssssssssssssssssss< If a ma$ority in num#er represented three6fourths in -alue of the creditors or

class of creditors or mem#ers or class of mem#ers+ as the case may #e+ present and -oting either in person or #y pro"y at the meeting+ agree to any compromise or arrangement+ the compromise or arrangement shall+ if sanctioned #y the .ourt+ #e #inding on all the creditors or the class of creditors+ or on the mem#ers or class of mem#ers+ as the case may #e+ and also on the company or+ in the case of a company in the course of #eing wound up+ on the liquidator and contri#utories of the company.

;ttttttttttttttttttttttttttttt< &n order made under su#section ;2< shall ha-e no effect until an office copy of the order
has #een deli-ered to the registrar of companies for registration+ and a copy of e-ery such order shall #e anne"ed to e-ery copy of the memorandum of the company issued after the order has #een made+ or+ in the case of a company not ha-ing a memorandum+ of e-ery copy so issued of the instrument constituting or defining the constitution of the company.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

If a company ma8es default in complying with su#section ;3<+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding one pound for each copy in respect of which default is made.

;-----------------------------<

In this and in section 1'' the e"pression 0company1 means any company lia#le to #e wound up under this :aw+ and the e"pression 0arrangement1 includes a reorganiEation of the share capital of the company #y the consolidation of shares of different classes or #y the di-ision of shares into shares of different classes or #y #oth those methods.

In.'(ma)*'n as )' 0'm,('m*ses 4*)& 0(ed*)'(s and mem9e(s. 1==.(1) Ahere a meeting of creditors or any class of creditors or of mem#ers or any class of mem#ers is summoned under section 1'% there shall 6

;wwwwwwwwwwwwwwwwwwwwwwwwwwwww<

with e-ery notice summoning the meeting which is sent to a creditor or mem#er+ #e sent also a statement e"plaining the effect of the compromise or arrangement and in particular stating any material interests of the directors of the company+ whether as directors or as mem#ers or as creditors of the company or otherwise+ and the effect thereon of the compromise or arrangement+ in so far as it is different from the effect on the li8e interests of other personsD and in e-ery notice summoning the meeting which is gi-en #y ad-ertisement+ #e included either such a statement as aforesaid or a notification of the place at which and the manner in which creditors or mem#ers entitled to attend the meeting may o#tain copies of such a statement as aforesaid.

;"""""""""""""""""""""""""""""<

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

Ahere the compromise or arrangement affects the rights of de#enture holders of the company+ the said statement shall gi-e the li8e e"planation as respects the trustees of any deed for securing the issue of the de#entures as it is required to gi-e as respects the company5s directors.

12!

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

Ahere a notice gi-en #y ad-ertisement includes a notification that copies of a statement e"plaining the effect of the compromise or arrangement proposed can #e o#tained #y creditors or mem#ers entitled to attend the meeting+ e-ery such creditor or mem#er shall+ on ma8ing application in the manner indicated #y the notice+ #e furnished #y the company free of charge with a copy of the statement.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

Ahere a company ma8es default in complying with any requirement of this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding one hundred pounds+ and for the purpose of this su#section any liquidator of the company and any trustee of a deed for securing the issue of de#entures of the company shall #e deemed to #e an officer of the companyC *ro-ided that a person shall not #e lia#le under this su#section if that person shows that the default was due to the refusal of any other person+ #eing a director or trustee for de#enture holders+ to supply the necessary particulars as to his interests. (6) It shall #e the duty of any director of the company and of any trustee for de#enture holders of the company to gi-e notice to the company of such matters relating to himself as may #e necessary for the purposes of this section+ and any person who ma8es default in complying with this su#section shall #e lia#le to a fine not e"ceeding fifty pounds.

P('@*s*'ns .'( .a0*+*)a)*n/ (e0'ns)(30)*'n and ama+/ama)*'n '. 0'm,an*es. ->>.(1) Ahere an application is made to the .ourt under section 1'% for the sanctioning of a compromise or arrangement proposed #etween a company and any such persons as are mentioned in that section+ and it is shown to the .ourt that the compromise or arrangement has #een proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies+ and that under the scheme the whole or any part of the underta8ing or the property of any company concerned in the scheme ;in this section referred to as 0a transferor company1< is to #e transferred to another company ;in this section referred to as 0the transferee company1<+ the .ourt may+ either #y the order sanctioning the compromise or arrangement or #y any su#sequent order+ ma8e pro-ision for all or any of the following mattersC6

;##############################<

the transfer to the transferee company of the whole or any part of the underta8ing and of the property or lia#ilities of any transferor companyD the allotting or appropriation #y the transferee company of any shares+ de#entures+ policies or other li8e interests in that company which under the compromise or arrangement are to #e allotted or appropriated #y that company to or for any personD the continuation #y or against the transferee company of any legal proceedings pending #y or against any transferor companyD the dissolution+ without winding up+ of any

;cccccccccccccccccccccccccccccc<

;dddddddddddddddddddddddddddddd<

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeee<
transferor companyD

;ffffffffffffffffffffffffffffff<

the pro-ision to #e made for any persons+ who within such time and in such manner as the .ourt directs+ dissent from the compromise or arrangementD

12%

;gggggggggggggggggggggggggggggg<

such incidental+ consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall #e fully and effecti-ely carried out.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

Ahere an order under this section pro-ides for the transfer of property or lia#ilities+ that property shall+ #y -irtue of the order+ #e transferred to and -est in+ and those lia#ilities shall+ #y -irtue of the order+ #e transferred to and #ecome the lia#ilities of+ the transferee company+ and in the case of any property+ if the order so directs+ freed from any charge which is #y -irtue of the compromise or arrangement to cease to ha-e effect.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

Ahere an order is made under this section+ e-ery company in relation to which the order is made shall cause an office copy thereof to #e deli-ered to the registrar of companies for registration within se-en days after the ma8ing of the order+ and if default is made in complying with this su#section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

In this section the e"pression 0property1 includes property+ rights and powers of e-ery description+ and the e"pression 0lia#ilities1 includes duties.

;888888888888888888888888888888<

7otwithstanding the pro-isions of su#section ;5< of section 1'%+ the e"pression 0company1 in this section does not include any company other than a company within the meaning of this :aw.

P'4e( )' a023*(e s&a(es '. s&a(e&'+de(s d*ssen)*n/ .('m s0&eme '( 0'n)(a0) a,,('@ed 91 ma:'(*)1. ->1.(1) Ahere a scheme or contract in-ol-ing the transfer of shares or any class of shares in a company ;in this section referred to as 0the transferor company1< to another company+ whether a company within the meaning of this :aw or not ;in this section referred to as 0the transferee company1<+ has+ within four months after the ma8ing of the offer in that #ehalf #y the transferee company #een appro-ed #y the holders of not less than nine6tenths in -alue of the shares whose transfer is in-ol-ed ;other than shares already held at the date of the offer #y+ or #y a nominee for+ the transferee company or its su#sidiary<+ the transferee company may+ at any time within two months after the e"piration of the said four months+ gi-e notice in the prescri#ed manner to any dissenting shareholder that it desires to acquire his shares+ and when such a notice is gi-en the transferee company shall+ unless on an application made #y the dissenting shareholder within one month from the date on which the notice was gi-en the .ourt thin8s fit to order otherwise+ #e entitled and #ound to acquire those shares on the terms on which+ under the scheme or contract+ the shares of the appro-ing shareholders are to #e transferred to the transferee companyC *ro-ided that where shares in the transferor company of the same class or classes as the shares whose transfer is in-ol-ed are already held as aforesaid to a -alue greater than one6tenth of the aggregate of their -alue and that of the shares ;other than those already held as aforesaid< whose transfer is in-ol-ed+ the foregoing pro-isions of this su#section shall not apply unless 6

;llllllllllllllllllllllllllllll<

the transferee company offers the same terms to all holders of the shares ;other than those already held as aforesaid< whose transfer is in-ol-ed+ or+ where those shares include shares of different classes+ of each class of themD and the holders who appro-e the scheme or contract+ #esides holding not less than nine6tenths in -alue of the shares ;other than those already held as aforesaid< whose transfer is in-ol-ed+ are not less than three6fourths in num#er of the holders of those shares.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<

12'

(-) Ahere+ in pursuance of any such scheme or contract as aforesaid+ shares in a company are transferred to another company or its nominee+ and those shares together with any other shares in the first6mentioned company held #y+ or #y a nominee for+ the transferee company or its su#sidiary at the date of the transfer comprise or include nine6tenths in -alue of the shares in the first6mentioned company or of any class of those shares+ then 6

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

the transferee company shall within one month from the date of the transfer ;unless on a pre-ious transfer in pursuance of the scheme or contract it has already complied with this requirement< gi-e notice of that fact in the prescri#ed manner to the holders of the remaining shares or of the remaining shares of that class+ as the case may #e+ who ha-e not assented to the scheme or contractD and any such holder may within three months from the gi-ing of the notice to him require the transferee company to acquire the shares in questionD

;oooooooooooooooooooooooooooooo<

and where a shareholder gi-es notice under paragraph ;#< of this su#section with respect to any shares+ the transferee company shall #e entitled and #ound to acquire those shares on the terms on which under the scheme or contract the shares of the appro-ing shareholders were transferred to it+ or on such other terms as may #e agreed or as the .ourt on the application of either the transferee company or the shareholder thin8s fit to order. (3) Ahere a notice has #een gi-en #y the transferee company under su#section ;1< and the .ourt has not+ on an application made #y the dissenting shareholder+ ordered to the contrary+ the transferee company shall+ on the e"piration of one month from the date on which the notice has #een gi-en+ or+ if an application to the .ourt #y the dissenting shareholder is then pending+ after that application has #een disposed of+ transmit a copy of the notice to the transferor company together with an instrument of transfer e"ecuted on #ehalf of the shareholder #y any person appointed #y the transferee company and on its own #ehalf #y the transferee company+ and pay or transfer to the transferor company the amount or other consideration representing the price paya#le #y the transferee company for the shares which #y -irtue of this section that company is entitled to acquire+ and the transferor company shall thereupon register the transferee company as the holder of those sharesC *ro-ided that an instrument of transfer shall not #e required for any share for which a share warrant is for the time #eing outstanding.

;pppppppppppppppppppppppppppppp<

&ny sums recei-ed #y the transferor company under this section shall #e paid into a separate #an8 account+ and any such sums and any other consideration so recei-ed shall #e held #y that company on trust for the se-eral persons entitled to the shares in respect of which the said sums or other consideration were respecti-ely recei-ed.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

In this section the e"pression 0dissenting shareholder1 includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance with the scheme or contract.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

In relation to an offer made #y the transferee company to shareholders of the transferor company #efore the commencement of this :aw+ this section shall ha-e effect 6

;ssssssssssssssssssssssssssssss<

with the su#stitution+ in lines %+ '+ 1( and 11 of su#section ;1<+ for the words 0the shares whose transfer is in-ol-ed ;other than shares already held at the date of the offer #y+ or #y a nominee for+ the transferee company or its su#sidiary<1+ of the words 0the shares affected1 and with the omission of the pro-iso to that su#sectionD

13(

;tttttttttttttttttttttttttttttt<

with the omission of su#section ;2<D and

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

with the omission+ in lines %+ '+ 1( and 11 of su#section ;3<+ of the words 0together with an instrument of transfer e"ecuted on #ehalf of the shareholder #y any person appointed #y the transferee company and on its own #ehalf #y the transferee company1 and of the pro-iso to that su#section.

Minorities.

A+)e(na)*@e (emed1 )' 4*nd*n/ 3, *n 0ases '. ',,(ess*'n. ->-.(1) &ny mem#er of a company who complains that the affairs of the company are #eing conducted in a manner oppressi-e to some part of the mem#ers ;including himself< or+ in a case falling within su#section ;3< of section 1 3+ the =o-ernor may cause an application to #e made to the .ourt #y petition for an order under this section. (-) If on any such petition the .ourt is of opinion 6

;------------------------------<
conducted as aforesaidD and

that the company5s affairs are #eing

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwww<

that to wind up the company would unfairly pre$udice that part of the mem#ers+ #ut otherwise the facts would $ustify the ma8ing of a winding6up order on the ground that it was $ust and equita#le that the company should #e wound up+

the .ourt may+ with a -iew to #ringing to an end the matters complained of+ ma8e such order as it thin8s fit+ whether for regulating the conduct of the company5s affairs in future+ or for the purchase of the shares of any mem#ers of the company #y other mem#ers of the company or #y the company and+ in the case of a purchase #y the company+ for the reduction accordingly of the company5s capital+ or otherwise.

;""""""""""""""""""""""""""""""<

Ahere an order under this section ma8es any alteration in or addition to any company5s memorandum or articles+ then+ notwithstanding anything in any other pro-ision of this :aw #ut su#$ect to the pro-isions of the order+ the company concerned shall not ha-e power without the lea-e of the .ourt to ma8e any further alteration in or addition to the memorandum or articles inconsistent with the pro-isions of the orderD #ut+ su#$ect to the foregoing pro-isions of this su#section+ the alterations or additions made #y the order shall #e of the same effect as if duly made #y resolution of the company and the pro-isions of this :aw shall apply to the memorandum or articles as so altered or added to accordingly.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

&n office copy of any order under this section altering or adding to+ or gi-ing lea-e to alter or add to+ a company5s memorandum or articles shall+ within fourteen days after the ma8ing thereof+ #e deli-ered #y the company to the registrar of companies for registrationD and if a company ma8es default in complying with this su#section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<
applies in relation to a winding6up petition.

In relation to a petition under this section+ section 333 shall apply as it

131

PART

- !INDING UP.

(1) PRELIMINAR".

Modes of ,inding -p. M'des '. 4*nd*n/ 3,. ->3.(1) )he winding up of a company may #e either 6

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< #y the .ourtD or ;###############################<

-oluntaryD or

;ccccccccccccccccccccccccccccccc< su#$ect to the super-ision of the .ourt.

(-) )he pro-isions of this :aw with respect to winding up apply+ unless the contrary appears+ to the winding up of a company in any of those modes.

Contributories.

L*a9*+*)1 as 0'n)(*93)'(*es '. ,(esen) and ,as) mem9e(s. ->5.(1) In the e-ent of a company #eing wound up+ e-ery present and past mem#er shall #e lia#le to contri#ute to the assets of the company to an amount sufficient for payment of its de#ts and lia#ilities+ and the costs+ charges and e"penses of the winding up+ and for the ad$ustment of the rights of the contri#utories among themsel-es+ su#$ect to the pro-isions of su#section ;2< and the following qualificationsC6

;ddddddddddddddddddddddddddddddd<

a past mem#er shall not #e lia#le to contri#ute if he has ceased to #e a mem#er for one year or upwards #efore the commencement of the winding upD

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< a past mem#er shall not #e lia#le to contri#ute in

respect of any de#t or lia#ility of the company contracted after he ceased to #e a mem#erD

;fffffffffffffffffffffffffffffff<

a past mem#er shall not #e lia#le to contri#ute unless it appears to the .ourt that the e"isting mem#ers are una#le to satisfy the contri#utions required to #e made #y them in pursuance of this :awD in the case of a company limited #y shares+ no contri#ution shall #e required from any mem#er e"ceeding the amount+ if any+

;ggggggggggggggggggggggggggggggg<

132

unpaid on the shares in respect of which he is lia#le as a present or past mem#erD

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

in the case of a company limited #y guarantee+ no contri#ution shall+ su#$ect to the pro-isions of su#section ;3<+ #e required from any mem#er e"ceeding the amount underta8en to #e contri#uted #y him to the assets of the company in the e-ent of its #eing wound upD nothing in this :aw shall in-alidate any pro-ision contained in any policy of insurance or other contract where#y the lia#ility of indi-idual mem#ers on the policy or contract is restricted+ or where#y the funds of the company are alone made lia#le in respect of the policy or contractD a sum due to any mem#er of a company+ in his character of a mem#er+ #y way of di-idends+ profits or otherwise shall not #e deemed to #e a de#t of the company+ paya#le to that mem#er in a case of competition #etween himself and any other creditor not a mem#er of the company+ #ut any such sum may #e ta8en into account for the purpose of the final ad$ustment of the rights of the contri#utories among themsel-es.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

(-) In the winding up of a company+ any director or manager+ whether past or present+ whose lia#ility is+ under the pro-isions of this :aw+ unlimited+ shall+ in addition to his lia#ility+ if any+ to contri#ute as an ordinary mem#er+ #e lia#le to ma8e a further contri#ution as if he were at the commencement of the winding up a mem#er with an unlimited lia#ilityC *ro-ided that 6

;8888888888888888888888888888888<

a past director or manager shall not #e lia#le to ma8e such further contri#ution if he has ceased to hold office for a year or upwards #efore the commencement of the winding upD a past director or manager shall not #e lia#le to ma8e such further contri#ution in respect of any de#t or lia#ility of the company contracted after he ceased to hold officeD su#$ect to the articles of the company+ a director or manager shall not #e lia#le to ma8e such further contri#ution unless the .ourt deems it necessary to require that contri#ution in order to satisfy the de#ts and lia#ilities of the company and the costs+ charges and e"penses of the winding up.

;lllllllllllllllllllllllllllllll<

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<

(3) In the winding up of a company limited #y guarantee which has a share capital+ e-ery mem#er of the company shall #e lia#le+ in addition to the amount underta8en to #e contri#uted #y him to the assets of the company in the e-ent of its #eing wound up+ to contri#ute to the e"tent of any sums unpaid on any shares held #y him.

De.*n*)*'n '. A0'n)(*93)'(1B. ->6. )he term 0contri#utory1 means e-ery person lia#le to contri#ute to the assets of a company in the e-ent of its #eing wound up+ and for the purposes of all proceedings for determining+ and all proceedings prior to the final determination of+ the persons who are to #e deemed contri#utories+ includes any person alleged to #e a contri#utory.

133

Na)3(e '. +*a9*+*)1 '. 0'n)(*93)'(1. ->7. )he lia#ility of a contri#utory shall create a de#t accruing due from him at the time when his lia#ility commenced+ #ut paya#le at the times when calls are made for enforcing the lia#ility.

C'n)(*93)'(*es *n 0ase '. dea)& '. mem9e(. ->;.(1) If a contri#utory dies either #efore or after he has #een placed on the list of contri#utories+ his personal representati-es+ his heirs and legatees+ shall #e lia#le in a due course of administration to contri#ute to the assets of the company in discharge of his lia#ility and shall #e contri#utories accordingly.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< ;ooooooooooooooooooooooooooooooo<

Ahere the personal representati-es are placed on the list of contri#utories+ the heirs or legatees need not #e added+ #ut they may #e added as and when the .ourt thin8s fit. If default is made in paying any money due under this section proceedings may #e ta8en for compelling payment thereof out of the estate.

C'n)(*93)'(*es *n 0ase '. 9anD(3,)01 '. mem9e(. -><. If a contri#utory #ecomes #an8rupt+ either #efore or after he has #een placed on the list of contri#utories+ 6

;ppppppppppppppppppppppppppppppp<

his trustee in #an8ruptcy shall represent him for all the purposes of the winding up+ and shall #e a contri#utory accordingly+ and may #e called on to admit to proof against the estate of the #an8rupt+ or otherwise to allow to #e paid out of his assets in due course of law+ any money due from the #an8rupt in respect of his lia#ility to contri#ute to the assets of the companyD and there may #e pro-ed against the estate of the #an8rupt the estimated -alue of his lia#ility of future calls as well as calls already made.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

(II) !INDING UP B" THE COURT. .urisdiction.

#3(*sd*0)*'n .'( 4*nd*n/ 3,. ->=.(1) )he 2istrict .ourt of the 2istrict in which the registered office of the company is situate+ consisting of the *resident of such .ourt and one or two mem#ers thereof+ shall ha-e $urisdiction to wind up any company registered in the .olonyC

134

*ro-ided that 6

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

where the amount of the share capital of a company paid up or credited as paid up+ does not e"ceed fi-e thousand pounds+ the *resident or any 2istrict @udge of such .ourt shall ha-e con current $urisdiction with the 2istrict .ourt constituted as herein#efore pro-ided to wind up the companyD any interlocutory order in any winding up proceedings not disposing of such proceedings on their merits+ may #e made #y the *resident or any 2istrict @udge of the 2istrict .ourt of the 2istrict in which the registered office of the company is situate e"cept that+ where the amount in dispute or the su#$ect matter for which the order is sought e"ceeds fi-e thousand pounds+ no such order shall #e made without the consent of the parties. 7othing in this section shall in-alidate a proceeding #y reason of its #eing

;sssssssssssssssssssssssssssssss<

;ttttttttttttttttttttttttttttttt<
ta8en in a wrong .ourt.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

3or the purposes of this section+ the e"pression 0registered office1 means the place which has longest #een the registered office of the company during the si" months immediately preceding the presentation of the petition for winding up.

T(ans.e( '. ,('0eed*n/s .('m 'ne C'3() )' an')&e( and s)a)emen) '. 0ase 91 )&e C'3(). -1>.(1) )he winding up of a company #y the .ourt or any proceedings in the winding up may at any time and at any stage+ and either with or without application from any of the parties thereto+ #e transferred from one .ourt to another .ourt+ or may #e retained in the .ourt in which the proceedings were commenced although it may not #e the .ourt in which they ought to ha-e #een commenced.

;-------------------------------<

)he powers of transfer gi-en #y the foregoing pro-isions of this section may+ su#$ect to and in accordance with general rules+ #e e"ercised #y the .hief @ustice.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwww< If any question arises in any winding up

proceeding in a .ourt which all the parties to the proceeding+ or which one of them and the .ourt+ desire to ha-e determined in the first instance in the Supreme .ourt+ the .ourt shall state the facts in the form of a special case for the opinion of the Supreme .ourt+ and thereupon the special case and the proceedings+ or such of them as may #e required+ shall #e transmitted to the Supreme .ourt for the purposes of the determination.

Cases in which Company may be wound up by Court.

C*(03ms)an0es *n 4&*0& 0'm,an1 ma1 9e 4'3nd 3, 91 C'3(). -11. & company may #e wound up #y the .ourt if 6

;"""""""""""""""""""""""""""""""<

the company has #y special resolution

135

resol-ed that the company #e wound up #y the .ourtD

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

default is made in deli-ering the statutory report to the registrar or in holding the statutory meetingD

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< the company does not commence its #usiness

within a year from its incorporation or suspends its #usiness for a whole yearD

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< the num#er of mem#ers is reduced+ in the case of a

pri-ate company+ #elow two+ or+ in the case of any other company+ #elow se-enD

;################################<
that the company should #e wound up.

the company is una#le to pay its de#tsD

;cccccccccccccccccccccccccccccccc< the .ourt is of opinion that it is $ust and equita#le

De.*n*)*'n '. *na9*+*)1 )' ,a1 de9)s. -1-. & company shall #e deemed to #e una#le to pay its de#ts 6

;dddddddddddddddddddddddddddddddd<

if a creditor+ #y assignment or otherwise+ to whom the company is inde#ted in a sum e"ceeding fi-e hundred pounds than due has ser-ed on the company+ #y lea-ing it at the registered office of the company+ a demand under his hand requiring the company to pay the sum so due and the company has for three wee8s thereafter neglected to pay the sum or to secure or compound for it to the reasona#le satisfaction of the creditorD or

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< if e"ecution or other process issued on a $udgment+

decree or order of any .ourt in fa-our of a creditor of the company is returned unsatisfied in whole or in partD or

;ffffffffffffffffffffffffffffffff<

if it is pro-ed to the satisfaction of the .ourt that the company is una#le to pay its de#ts+ and+ in determining whether a company is una#le to pay its de#ts+ the .ourt shall ta8e into account the contingent and prospecti-e lia#ilities of the company.

Petition for ,inding -p and (ffects thereof.

P('@*s*'ns as )' a,,+*0a)*'ns .'( 4*nd*n/ 3,. -13.(1) &n application to the .ourt for the winding up of a company shall #e #y petition presented+ su#$ect to the pro-isions of this section+ either #y the company or #y any creditor or creditors ;including any contingent or prospecti-e creditor or creditors<+ contri#utory or contri#utories+ or #y all or any of those parties+ together or separatelyC

13

*ro-ided that 6 0a1 a contri#utory shall not #e entitled to present a winding up petition unless 6

;gggggggggggggggggggggggggggggggg<

either the num#er of mem#ers is reduced+ in the case of a pri-ate company+ #elow two+ or+ in the case of any other company+ #elow se-enD or the shares in respect of which he is a contri#utory+ or some of them+ either were originally allotted to him or ha-e #een held #y him+ and registered in his name+ for at least si" months during the eighteen months #efore the commencement of the winding up+ or ha-e de-ol-ed on him through the death of a former holderD and

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

a winding6up petition shall not+ if the ground of the petition is default in deli-ering the statutory report to the registrar or in holding the statutory meeting+ #e presented #y any person e"cept a shareholder+ nor #efore the e"piration of fourteen days after the last day on which the meeting ought to ha-e #een heldD and the .ourt shall not gi-e a hearing to a winding6up petition presented #y a contingent or prospecti-e creditor until such security for costs has #een gi-en as the .ourt thin8s reasona#le and until a prima facie case for winding up has #een esta#lished to the satisfaction of the .ourtD and in a case falling within su#section ;3< of section 1 3+ a winding6up petition may #e presented #y the &ttorney6=eneral.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

;88888888888888888888888888888888<

(-) Ahere a company is #eing wound up -oluntarily or su#$ect to super-ision+ a winding6up petition may #e presented #y the official recei-er attached to the .ourt as well as #y any other person authorised in that #ehalf under the other pro-isions of this section+ #ut the .ourt shall not ma8e a winding6up order on the petition unless it is satisfied that the -oluntary winding up or winding up su#$ect to super-ision cannot #e continued with due regard to the interests of the creditors or contri#utories.

P'4e(s '. C'3() 'n &ea(*n/ ,e)*)*'n. -15.(1) 9n hearing a winding6up petition the .ourt may dismiss it+ or ad$ourn the hearing conditionally or unconditionally+ or ma8e any interim order+ or any other order that it thin8s fit+ #ut the .ourt shall not refuse to ma8e a winding6up order on the ground only that the assets of the company ha-e #een charged or mortgaged to an amount equal to or in e"cess of those assets or that the company has no assets. (-) Ahere the petition is presented #y mem#ers of the company as contri#utories on the ground that it is $ust and equita#le that the company should #e wound up+ the .ourt+ if it is of opinion+ 6

;llllllllllllllllllllllllllllllll<

that the petitioners are entitled to relief either #y winding up the company or #y some other meansD and that in the a#sence of any other remedy it would #e $ust and equita#le that the company should #e wound up+

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<

13!

shall ma8e a winding6up order+ unless it is also of the opinion #oth that some other remedy is a-aila#le to the petitioners and that they are acting unreasona#ly in see8ing to ha-e the company wound up instead of pursuing that other remedy. (3) Ahere the petition is presented on the ground of default in deli-ering the statutory report to the registrar or in holding the statutory meeting+ the .ourt may 6

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< ;oooooooooooooooooooooooooooooooo<

instead of ma8ing a winding6up order+ direct that the statutory report shall #e deli-ered or that a meeting shall #e heldD and order the costs to #e paid #y any persons who+ in the opinion of the court+ are responsi#le for the default.

P'4e( )' s)a1 '( (es)(a*n ,('0eed*n/s a/a*ns) 0'm,an1. -16. &t any time after the presentation of a winding6up petition+ and #efore a winding6up order has #een made+ the company+ or any creditor or contri#utory+ may 6

;pppppppppppppppppppppppppppppppp<

where any action or proceeding against the company is pending in any 2istrict .ourt or the Supreme .ourt apply to the .ourt in which the action or proceeding is pending for a stay of proceedings thereinD and where any other action or proceeding is pending against the company+ apply to the .ourt ha-ing $urisdiction to wind up the company to restrain further proceedings in the action or proceeding+

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

and the .ourt to which application is so made may+ as the case may #e+ stay or restrain the proceedings accordingly on such terms as it thin8s fit.

A@'*dan0e '. d*s,'s*)*'ns '. ,(',e()1? e)0.? a.)e( 0'mmen0emen) '. 4*nd*n/ 3,. -17. In a winding up #y the .ourt+ any disposition of the property of the company+ including things in action+ and any transfer of shares+ or alteration in the status of the mem#ers of the company+ made after the commencement of the winding up+ shall+ unless the .ourt otherwise orders+ #e -oid.

A@'*dan0e '. a))a0&men)s? e)0.? *n 0ase '. 4*nd*n/ 3,. -1;. Ahere any company is #eing wound up #y the .ourt+ any attachment+ sequestration+ distress or e"ecution put in force against the estate or effects of the company after the commencement of the winding up shall #e -oid to all intents.

Commencement of ,inding -p.

13%

C'mmen0emen) '. 4*nd*n/ 3, 91 )&e C'3(). -1<.(1) Ahere+ #efore the presentation of a petition for the winding up of a company #y the .ourt+ a resolution has #een passed #y the company for -oluntary winding up+ the winding up of the company shall #e deemed to ha-e commenced at the time of the passing of the resolution+ and unless the .ourt+ on proof of fraud or mista8e+ thin8s fit otherwise to direct+ all proceedings ta8en in the -oluntary winding up shall #e deemed to ha-e #een -alidly ta8en. (-) In any other case+ the winding up of a company #y the .ourt shall #e deemed to commence at the time of the presentation of the petition for the winding up.

Conse/uences of ,inding2up +rder.

C',1 '. '(de( )' 9e .'(4a(ded )' (e/*s)(a(. -1=. 9n the ma8ing of a winding6up order+ a copy of the order must forthwith #e forwarded #y the company or otherwise as may #e prescri#ed+ to the registrar of companies+ who shall ma8e a minute thereof in his #oo8s relating to the company.

A0)*'ns s)a1ed 'n 4*nd*n/-3, '(de(. -->. Ahen a winding6up order has #een made or a pro-isional liquidator has #een appointed+ no action or proceeding shall #e proceeded with or commenced against the company e"cept #y lea-e of the .ourt and su#$ect to such terms as the .ourt may impose.

E..e0) '. 4*nd*n/-3, '(de(. --1. &n order for winding up a company shall operate in fa-our of all the creditors and of all the contri#utories of the company as if made on the $oint petition of a creditor and of a contri#utory.

+fficial Receiver in ,inding up.

O..*0*a+ (e0e*@e( and Re/*s)(a( )' 9e '..*0*a+ (e0e*@e( .'( 4*nd*n/-3, ,3(,'ses. ---.(1) 3or the purposes of this :aw so far as it relates to the winding up of companies #y the .ourt+ the term 0official recei-er1 means the 9fficial Recei-er and Registrar and includes any other person appointed for the purpose #y the =o-ernor.

13'

(-) &ny such other person shall+ for the purpose of his duties under this :aw+ #e styled 0the official recei-er1 and+ su#$ect to the directions of the 9fficial Recei-er and Registrar+ he may represent him in all proceedings in .ourt or in any administrati-e or other matter.

A,,'*n)men) '. '..*0*a+ (e0e*@e( 91 C'3() *n 0e()a*n 0ases. --3. Aith a -iew to securing the more con-enient and economical conduct of the winding up+ the .ourt may+ upon application #y the 9fficial Recei-er and Registrar+ appoint any person to act as official recei-er in that winding up under the directions of the 9fficial Recei-er and Registrar.

S)a)emen) '. 0'm,an1Cs a..a*(s )' 9e s39m*))ed )' '..*0*a+ (e0e*@e(. --5.(1) Ahere the .ourt has made a winding6up order or appointed a pro-isional liquidator+ there shall+ unless the .ourt thin8s fit to order otherwise and so orders+ #e made out and su#mitted to the official recei-er a statement as to the affairs of the company in the prescri#ed form+ -erified #y affida-it+ and showing the particulars of its assets+ de#ts and lia#ilities+ the names+ residences and occupations of its creditors+ the securities held #y them respecti-ely+ the dates when the securities were respecti-ely gi-en+ and such further or other information as may #e prescri#ed or as the official recei-er may require. (-) )he statement shall #e su#mitted and -erified #y one or more of the persons who are at the rele-ant date the directors and #y the person who is at that date the secretary of the company+ or #y such of the persons hereinafter in this su#section mentioned as the official recei-er+ su#$ect to the direction of the .ourt+ may require to su#mit and -erify the statement+ that is to say+ persons 6

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr< who are or ha-e #een officers of the companyD ;ssssssssssssssssssssssssssssssss< ;tttttttttttttttttttttttttttttttt<
who ha-e ta8en part in the formation of the company at any time within one year #efore the rele-ant dateD who are in the employment of the company+ or ha-e #een in the employment of the company within the said year+ and are in the opinion of the official recei-er capa#le of gi-ing the information requiredD who are or ha-e #een within the said year officers of or in the employment of a company which is+ or within the said year was+ an officer of the company to which the statement relates.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

;--------------------------------<

)he statement shall #e su#mitted within fourteen days from the rele-ant date or within such e"tended time as the official recei-er or the .ourt may for special reasons appoint.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww< &ny person ma8ing or concurring in

ma8ing the statement and affida-it required #y this section shall #e allowed+ and shall #e paid #y the official recei-er or pro-isional liquidator+ as the case may #e+ out of the assets of the company such costs and e"penses incurred in and a#out the preparation and ma8ing of the statement and affida-it as the official recei-er may consider reasona#le+ su#$ect to an appeal to the .ourt.

14(

;""""""""""""""""""""""""""""""""<

If any person+ without reasona#le e"cuse+ ma8es default in complying with the requirements of this section+ he shall #e lia#le to a fine not e"ceeding ten pounds for e-ery day during which the default continues.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

&ny person stating himself in writing to #e a creditor or contri#utory of the company shall #e entitled #y himself or #y his agent at all reasona#le times+ on payment of the prescri#ed fee+ to inspect the statement su#mitted in pursuance of this section+ and to a copy thereof or e"tract therefrom.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< &ny person untruthfully so stating himself to #e a creditor or

contri#utory shall #e guilty of a contempt of .ourt and shall+ on the application of the liquidator or of the official recei-er+ #e punisha#le accordingly.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

In this section the e"pression 0the rele-ant date1 means+ in a case where a pro-isional liquidator is appointed+ the date of his appointment+ and+ in a case where no such appointment is made+ the date of the winding6up order.

Re,'() 91 '..*0*a+ (e0e*@e(. --6.(1) In a case where a winding6up order is made+ the official recei-er shall+ as soon as practica#le after receipt of the statement to #e su#mitted under section 224+ or+ in a case where the .ourt orders that no statement shall #e su#mitted+ as soon as practica#le after the date of the order+ su#mit a preliminary report to the .ourt 6

;#################################< as to the amount of capital issued+

su#scri#ed and paid up+ and the estimated amount of assets and lia#ilitiesD and

;ccccccccccccccccccccccccccccccccc<
of the failureD and

if the company has failed+ as to the cause

;ddddddddddddddddddddddddddddddddd< whether in his opinion further inquiry is

desira#le as to any matter relating to the promotion+ formation or failure of the company or the conduct of the #usiness thereof.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

)he official recei-er may also+ if he thin8s fit+ ma8e a further report+ or further reports+ stating the manner in which the company was formed and whether in his opinion any fraud has #een committed #y any person in its promotion or formation or #y any officer of the company in relation to the company since the formation thereof+ and any other matters which in his opinion it is desira#le to #ring to the notice of the .ourt.

;fffffffffffffffffffffffffffffffff< If the official recei-er states in any such further report as aforesaid that in his
opinion a fraud has #een committed as aforesaid+ the court shall ha-e the further powers pro-ided in section 25 .

i/uidators.

141

P'4e( '. C'3() )' a,,'*n) +*23*da)'(s. --7. 3or the purpose of conducting the proceedings in winding up a company and performing such duties in reference thereto as the .ourt may impose+ the .ourt may appoint a liquidator or liquidators.

A,,'*n)men) and ,'4e(s '. ,('@*s*'na+ +*23*da)'(. --;.(1) Su#$ect to the pro-isions of this section+ the .ourt may appoint a liquidator pro-isionally at any time after the presentation of a winding6up petition.

;ggggggggggggggggggggggggggggggggg< )he appointment of a pro-isional liquidator may #e made at

any time #efore the ma8ing of a winding6up order+ and either the official recei-er or any other fit person may #e appointed.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< Ahere a liquidator is pro-isionally appointed #y the .ourt+

the .ourt may limit and restrict his powers #y the order appointing him.

A,,'*n)men)? s)1+e? e)0.? '. +*23*da)'(s. --<. )he following pro-isions with respect to liquidators shall ha-e the effect on a winding6up order #eing madeC6

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

the official recei-er shall #y -irtue of his office #ecome the pro-isional liquidator and shall continue to act as such until he or another person #ecomes liquidator and is capa#le of acting as suchD the official recei-er shall summon separate meetings of the creditors and contri#utories of the company for the purpose of determining whether or not an application is to #e made to the .ourt for appointing a liquidator in the place of the official recei-erD

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

;888888888888888888888888888888888< the .ourt may ma8e any appointment and

order required to gi-e effect to any such determination and+ if there is a difference #etween the determinations of the meetings of the creditors and contri#utories in respect of the matter aforesaid+ the .ourt shall decide the difference and ma8e such order thereon as the .ourt may thin8 fitD

;lllllllllllllllllllllllllllllllll<

in a case where a liquidator is not appointed #y the .ourt+ the official recei-er shall #e the liquidator of the companyD official

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm< the
recei-er shall #y -irtue of his office #e the liquidator during any -acancyD

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< a liquidator shall #e descri#ed+ where a

person other than the official recei-er is liquidator+ #y the style of 0the liquidator1+ and+ where the official recei-er is liquidator+ #y the style of 0the official recei-er and

142

liquidator1+ of the particular company in respect of which he is appointed and not #y his indi-idual name.

P('@*s*'ns 4&e(e ,e(s'n ')&e( )&an '..*0*a+ (e0e*@e( *s a,,'*n)ed +*23*da)'(. --=. Ahere+ in the winding up of a company #y the .ourt+ a person other than the official recei-er is appointed liquidator+ that person 6

;ooooooooooooooooooooooooooooooooo< shall not #e capa#le of acting as liquidator

until he has notified his appointment to the registrar of companies and gi-en security in the prescri#ed manner to the satisfaction of the .ourtD

;ppppppppppppppppppppppppppppppppp< shall gi-e the official recei-er such

information and such access to and facilities for inspecting the #oo8s and documents of the company and generally such aid as may #e requisite for ena#ling that officer to perform his duties under this :aw.

Gene(a+ ,('@*s*'ns as )' +*23*da)'(s. -3>.(1) & liquidator appointed #y the .ourt may resign or+ on cause shown+ #e remo-ed #y the .ourt.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< Ahere a person other than the official recei-er is appointed

liquidator+ he shall recei-e such salary or remuneration #y way of percentage or otherwise as the .ourt may direct+ and+ if more such persons than one are appointed liquidators+ their remuneration shall #e distri#uted among them in such proportions as the .ourt directs.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr< & -acancy in the office of a liquidator appointed #y the .ourt shall #e filled #y
the .ourt.

;sssssssssssssssssssssssssssssssss<

If more than one liquidator is appointed #y the .ourt+ the .ourt shall declare whether any act #y this :aw required or authorised to #e done #y the liquidator is to #e done #y all or any one or more of the persons appointed.

;ttttttttttttttttttttttttttttttttt<

Su#$ect to the pro-isions of section 314+ the acts of a liquidator shall #e -alid notwithstanding any defects that may afterwards #e disco-ered in his appointment or qualification.

C3s)'d1 '. 0'm,an1Cs ,(',e()1. -31. Ahere a winding6up order has #een made or where a pro-isional liquidator has #een appointed+ the liquidator or the pro-isional liquidator+ as the case may #e+ shall ta8e into his custody or under his control all the property and things in action to which the company is or appears to #e entitled.

143

es)*n/ '. ,(',e()1 '. 0'm,an1 *n +*23*da)'(. -3-. Ahere a company is #eing wound up #y the .ourt+ the .ourt may on the application of the liquidator #y order direct that all or any part of the property of whatsoe-er description #elonging to the company or held #y trustees on its #ehalf shall -est in the liquidator #y his official name+ and thereupon the property to which the order relates shall -est accordingly+ and the liquidator may+ after gi-ing such indemnity+ if any+ as the .ourt may direct+ #ring or defend in his official name any action or other legal proceeding which relates to that property or which it is necessary to #ring or defend for the purpose of effectually winding up the company and reco-ering its property.

P'4e(s '. +*23*da)'(. -33.(1) )he liquidator in a winding up #y the .ourt shall ha-e power+ with the sanction either of the .ourt or of the committee of inspection+ 6

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< to #ring or defend any action or other

legal proceeding in the name and on #ehalf of the companyD

;---------------------------------< to carry on the #usiness of the company

so far as may #e necessary for the #eneficial winding up thereofD

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<
ad-ocate to assist him in the performance of his dutiesD

to appoint an

;"""""""""""""""""""""""""""""""""< to pay any classes of creditors in fullD ;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< to ma8e any compromise or arrangement
with creditors or persons claiming to #e creditors+ or ha-ing or alleging themsel-es to ha-e any claim+ present or future+ certain or contingent+ ascertained or sounding only in damages against the company+ or where#y the company may #e rendered lia#leD

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

to compromise all calls and lia#ilities to calls+ de#ts and lia#ilities capa#le of resulting in de#ts+ and all claims+ present or future+ certain or contingent+ ascertained or sounding only in damages+ su#sisting or supposed to su#sist #etween the company and a contri#utory or alleged contri#utory or other de#tor or person apprehending lia#ility to the company+ and all questions in any way relating to or affecting the assets or the winding up of the company+ on such terms as may #e agreed+ and ta8e any security for the discharge of any such call+ de#t+ lia#ility or claim and gi-e a complete discharge in respect thereof.

(-)

)he liquidator in a winding up #y the .ourt shall ha-e power 6

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

to sell the real and personal property and things in action of the company #y pu#lic auction or pri-ate contract+ with power to transfer the whole thereof to any person or company or to sell the same in parcelsD

;##################################< to do all acts and to e"ecute+ in the name

and on #ehalf of the company+ all deeds+ receipts and other documents+ and for that purpose to use+ when necessary+ the company5s sealD

144

;cccccccccccccccccccccccccccccccccc<

to pro-e+ ran8 and claim in the #an8ruptcy+ insol-ency or sequestration of any contri#utory for any #alance against his estate+ and to recei-e di-idends in the #an8ruptcy+ insol-ency or sequestration in respect of that #alance+ as a separate de#t due from the #an8rupt or insol-ent+ and ratea#ly with the other separate creditorsD

;dddddddddddddddddddddddddddddddddd< to draw+ accept+ ma8e and indorse any #ill

of e"change or promissory note in the name and on #ehalf of the company+ with the same effect with respect to the lia#ility of the company as if the #ill or note had #een drawn+ accepted+ made or indorsed #y or on #ehalf of the company in the course of its #usinessD

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<
company any money requisiteD

to raise on the security of the assets of the

;ffffffffffffffffffffffffffffffffff< to ta8e out in his official name letters of administration to

any deceased contri#utory+ and to do in his official name any other act necessary for o#taining payment of any money due from a contri#utory or his estate which cannot #e con-eniently done in the name of the company+ and in all such cases the money due shall+ for the purpose of ena#ling the liquidator to ta8e out the letters of administration or reco-er the money+ #e deemed to #e due to the liquidator himselfD

;gggggggggggggggggggggggggggggggggg< to appoint an agent to do any #usiness

which the liquidator is una#le to do himselfD

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< to do all such other things as may #e

necessary for winding up the affairs of the company and distri#uting its assets. (3) )he e"ercise #y the liquidator in a winding up #y the .ourt of the powers conferred #y this section shall #e su#$ect to the control of the .ourt+ and any creditor or contri#utory may apply to the .ourt with respect to any e"ercise or proposed e"ercise of any of those powers.

E8e(0*se and 0'n)('+ '. +*23*da)'(Cs ,'4e(s. -35.(1) Su#$ect to the pro-isions of this :aw+ the liquidator of a company which is #eing wound up #y the .ourt shall+ in the administration of the assets of the company and in the distri#ution thereof among its creditors+ ha-e regard to any directions that may #e gi-en #y resolution of the creditors or contri#utories at any general meeting or #y the committee of inspection+ and any directions gi-en #y the creditors or contri#utories at any general meeting shall in case of conflict #e deemed to o-erride any directions gi-en #y the committee of inspection.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

)he liquidator may summon general meetings of the creditors or contri#utories for the purpose of ascertaining their wishes+ and it shall #e his duty to summon meetings at such times as the creditors or contri#utories+ #y resolution+ either at the meeting appointing the liquidator or otherwise+ may direct+ or whene-er requested in writing to do so #y one6tenth in -alue of the creditors or contri#utories+ as the case may #e.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

)he liquidator may apply to the .ourt in manner prescri#ed for directions in relation to any particular matter arising under the winding up.

145

;8888888888888888888888888888888888< Su#$ect to the pro-isions of this :aw+ the liquidator shall use
his own discretion in the management of the estate and its distri#ution among the creditors.

;llllllllllllllllllllllllllllllllll<

If any person is aggrie-ed #y any act or decision of the liquidator+ that person may apply to the .ourt+ and the .ourt may confirm re-erse or modify the act or decision complained of+ and ma8e such order in the premises as it thin8s $ust.

B''Ds )' 9e De,) 91 +*23*da)'(. -36. ,-ery liquidator of a company which is #eing wound up #y the .ourt shall 8eep+ in manner prescri#ed+ proper #oo8s in which he shall cause to #e made entries or minutes of proceedings at meetings+ and of such other matters as may #e prescri#ed+ and any creditor or contri#utory may+ su#$ect to the control of the .ourt+ personally or #y his agent inspect any such #oo8s.

Pa1men)s '. +*23*da)'( *n)' 9anD. -37.(1) ,-ery liquidator of a company which is #eing wound up #y the .ourt shall+ in such manner and at such times as the =o-ernor directs+ pay the money recei-ed #y him to such #an8 as the =o-ernor may direct+ and the #an8 shall furnish him with a receipt of the money so paid.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<

If any such liquidator at any time retains for more than ten days a sum e"ceeding fifty pounds or such other amount as the official recei-er in any particular case authorises him to retain+ then+ unless he e"plains the retention to the satisfaction of the official recei-er+ he shall pay interest on the amount so retained in e"cess at the rate of twenty per cent per annum+ and shall #e lia#le to disallowance of all or such part of his remuneration as the .ourt may thin8 $ust+ and to #e remo-ed from his office #y the .ourt+ and shall #e lia#le to pay any e"penses occasioned #y reason of his default.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< & liquidator of a company which is #eing wound up #y the

.ourt shall not pay any sums recei-ed #y him as liquidator into his pri-ate #an8ing account.

A3d*) '. +*23*da)'(Cs a00'3n)s. -3;.(1) ,-ery liquidator of a company which is #eing wound up #y the .ourt shall+ at such times as may #e prescri#ed #ut not less than twice in each year during his tenure of office+ send to the official recei-er+ or as he directs+ an account of his receipts and payments as liquidator.

;oooooooooooooooooooooooooooooooooo< )he account shall #e in a prescri#ed form+ shall #e made in

duplicate and shall #e -erified #y a statutory declaration in the prescri#ed form.

;pppppppppppppppppppppppppppppppppp< )he official recei-er shall cause the account to #e audited+

and for the purpose of the audit the liquidator shall furnish the official recei-er with such -ouchers and information as the official recei-er may require+ and the official recei-er may at any time require the production of and inspect any #oo8s or accounts 8ept #y the liquidator.

14

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< Ahen the account has #een audited+ one copy thereof shall
#e filed and 8ept #y the official recei-er+ and the other copy shall #e deli-ered to the .ourt for filing+ and each copy shall #e open to the inspection of any person on payment of the prescri#ed fee.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

)he liquidator shall cause the account when audited or a summary thereof to #e printed+ and shall send a printed copy of the account or summary #y post to e-ery creditor and contri#utoryC *ro-ided that the =o-ernor may in any case dispense with compliance with all or any of the pro-isions of this su#section. (7) )he accounts of the official recei-er under this :aw+ when acting as liquidator+ shall #e audited in such manner as the &ccountant6=eneral may direct.

C'n)('+ '. '..*0*a+ (e0e*@e( '@e( +*23*da)'(s. -3<.(1) )he official recei-er shall ta8e cognisance of the conduct of liquidators of companies which are #eing wound up #y the .ourt+ and+ if a liquidator does not faithfully perform his duties and duly o#ser-e all the requirements imposed on him #y :aw+ rules or otherwise with respect to the performance of his duties or if any complaint is made to the official recei-er #y any creditor or contri#utory in regard thereto+ the official recei-er shall inquire into the matter+ and ta8e such action thereon as he may thin8 e"pedient.

;ssssssssssssssssssssssssssssssssss<

)he official recei-er may at any time require any liquidator of a company which is #eing wound up #y the .ourt to answer any inquiry in relation to any winding up in which he is engaged+ and may+ if the official recei-er thin8s fit+ apply to the .ourt to e"amine him or any other person on oath concerning the winding up.

;tttttttttttttttttttttttttttttttttt<
#oo8s and -ouchers of the liquidator.

)he official recei-er may also direct a local in-estigation to #e made of the

Re+ease '. +*23*da)'(s. -3=.(1) Ahen the liquidator of a company which is #eing wound up #y the .ourt has realised all the property of the company+ or so much thereof as can+ in his opinion+ #e realised without needlessly protracting the liquidation+ and has distri#uted a final di-idend+ if any+ to the creditors+ and ad$usted the rights of the contri#utories among themsel-es+ and made a final return+ if any+ to the contri#utories+ or has resigned+ or has #een remo-ed from his office+ the .ourt shall+ on his application+ cause a report on his accounts to #e prepared and+ on his complying with all the requirements of the .ourt+ shall ta8e into consideration the report and any o#$ection which may #e urged #y any creditor or contri#utory or person interested against the release of the liquidator+ and shall either grant or withhold the release accordingly.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< Ahere the release of a liquidator is withheld+ the .ourt may+

on the application of any creditor or contri#utory or person interested+ ma8e such order as it thin8s $ust+ charging the liquidator with the consequences of any act or default which he may ha-e done or made contrary to his duty.

;----------------------------------< &n order of the .ourt releasing the liquidator shall discharge
him from all lia#ility in respect of any act done or default made #y him in the administration of the affairs of the

14!

company or otherwise in relation to his conduct as liquidator+ #ut any such order may #e re-o8ed on proof that it was o#tained #y fraud or #y suppression or concealment of any material fact.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<

Ahere the liquidator has not pre-iously resigned or #een remo-ed+ his release shall operate as a remo-al of him from his office.

Committees of $nspection. Mee)*n/s '. 0(ed*)'(s and 0'n)(*93)'(*es )' de)e(m*ne 4&e)&e( 0'mm*))ee '. *ns,e0)*'n s&a++ 9e a,,'*n)ed. -5>.(1) Ahen a winding6up order has #een made #y the .ourt+ it shall #e the #usiness of the separate meetings of creditors and contri#utories summoned for the purpose of determining whether or not an application should #e made to the .ourt for appointing a liquidator in place of the official recei-er+ to determine further whether or not an application is to #e made to the .ourt for the appointment of a committee of inspection to act with the liquidator and who are to #e mem#ers of the committee if appointed. (-) )he .ourt may ma8e any appointment and order required to gi-e effect to any such determination+ and if there is a difference #etween the determinations of the meetings of the creditors and contri#utories in respect of the matters aforesaid the .ourt shall decide the difference and ma8e such order thereon as the .ourt may thin8 fit.

C'ns)*)3)*'n and ,('0eed*n/s '. 0'mm*))ee '. *ns,e0)*'n. -51.(1) & committee of inspection appointed in pursuance of this :aw shall consist of creditors and contri#utories of the company or persons holding general powers of attorney from creditors or contri#utories in such proportions as may #e agreed on #y the meetings of creditors and contri#utories or as+ in case of difference+ may #e determined #y the .ourt.

;""""""""""""""""""""""""""""""""""< )he committee shall meet at such times as they from time to
time appoint+ and+ failing such appointment+ at least once a month+ and the liquidator or any mem#er of the committee may also call a meeting of the committee as and when he thin8s necessary.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< )he committee may act #y a ma$ority of their mem#ers

present at a meeting #ut shall not act unless a ma$ority of the committee are present.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<
signed #y him and deli-ered to the liquidator.

& mem#er of the committee may resign #y notice in writing

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If a mem#er of the committee #ecomes #an8rupt or compounds or arranges with his creditors or is a#sent from fi-e consecuti-e meetings of the committee without the lea-e of those mem#ers who together with himself represent the creditors or contri#utories+ as the case may #e+ his office shall thereupon #ecome -acant.

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& mem#er of the committee may #e remo-ed #y an ordinary resolution at a meeting of creditors+ if he represents creditors+ or of contri#utories+ if he represents contri#utories+ of which se-en days5 notice has #een gi-en+ stating the o#$ect of the meeting.

14%

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9n a -acancy occurring in the committee the liquidator shall forthwith summon a meeting of creditors or of contri#utories+ as the case may require+ to fill the -acancy+ and the meeting may+ #y resolution+ reappoint the same or appoint another creditor or contri#utory to fill the -acancyC *ro-ided that if the liquidator+ ha-ing regard to the position in the winding up+ is of the opinion that it is unnecessary for the -acancy to #e filled he may apply to the .ourt and the .ourt may ma8e an order that the -acancy shall not #e filled+ or shall not #e filled e"cept in such circumstances as may #e specified in the order. (<) he continuing mem#ers of the committee+ if not less than two+ may act notwithstanding any -acancy in the committee.

!&e(e n' 0'mm*))ee '. *ns,e0)*'n. -5-. Ahere in the case of a winding up there is no committee of inspection+ the official recei-er may+ on the application of the liquidator+ do any act or thing or gi-e any direction or permission which is #y this :aw authorised or required to #e done or gi-en #y the committee.

General Powers of Court in case of ,inding up by Court. P'4e( )' s)a1 4*nd*n/ 3,. -53.(1) )he .ourt may at any time after an order for winding up+ on the application either of the liquidator or the official recei-er or any creditor or contri#utory+ and on proof to the satisfaction of the .ourt that all proceedings in relation to the winding up ought to #e stayed+ ma8e an order staying the proceedings+ either altogether or for a limited time+ on such terms and conditions as the .ourt thin8s fit.

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9n any application under this section the .ourt may+ #efore ma8ing an order+ require the official recei-er to furnish to the .ourt a report with respect to any facts or matters which are in his opinion rele-ant to the application.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

& copy of e-ery order made under this section shall forthwith #e forwarded #y the company+ or otherwise as may #e prescri#ed+ to the registrar of companies+ who shall ma8e a minute of the order in his #oo8s relating to the company.

Se))+emen) '. +*s) '. 0'n)(*93)'(*es and a,,+*0a)*'n '. asse)s. -55.(1) &s soon as may #e after ma8ing a winding6up order+ the .ourt shall settle a list of contri#utories+ with power to rectify the register of mem#ers in all cases where rectification is required in pursuance of this :aw+ and shall cause the assets of the company to #e collected+ and applied in discharge of its lia#ilitiesC *ro-ided that+ where it appears to the .ourt that it will not #e necessary to ma8e calls on or ad$ust the rights of contri#utories+ the .ourt may dispense with the settlement of a list of contri#utories. (-) In settling the list of contri#utories+ the .ourt shall distinguish #etween persons who are contri#utories in their own right and persons who are contri#utories as #eing representati-es of or lia#le for the de#ts of others.

14'

De+*@e(1 '. ,(',e()1 )' +*23*da)'(. -56. )he .ourt may+ at any time after ma8ing a winding6up order+ require any contri#utory for the time #eing on the list of contri#utories and any trustee+ recei-er+ #an8er+ agent or officer of the company to pay+ deli-er+ con-ey+ surrender or transfer forthwith+ or within such time as the .ourt directs+ to the liquidator any money+ property or #oo8s and papers in his hands to which the company is prima facie entitled.

Pa1men) '. de9)s d3e 91 0'n)(*93)'(1 )' 0'm,an1 and e8)en) )' 4&*0& se)-'.. a++'4ed. -57.(1) )he .ourt may+ at any time after ma8ing a winding6up order+ ma8e an order on any contri#utory for the time #eing on the list of contri#utories to pay+ in manner directed #y the order+ any money due from him of from the estate of the person whom he represents to the company+ e"clusi-e of any money paya#le #y him or the estate #y -irtue of any call in pursuance of this :aw.

;fffffffffffffffffffffffffffffffffff< )he .ourt in ma8ing such order may ma8e to any director or manager whose
lia#ility is unlimited or to his estate an allowance #y way of set6off of any money due to him or to his estate from the company on any independent dealing or contract with the company #ut not any money due to him as a mem#er of the company in respect of any di-idend or profit.

;ggggggggggggggggggggggggggggggggggg<

Ahen all the creditors are paid in full+ any money due on any account whate-er to a contri#utory from the company may #e allowed to him #y way of set6off against any su#sequent call.

P'4e( '. C'3() )' maDe 0a++s. -5;.(1) )he .ourt may+ at any time after ma8ing a winding6up order+ and either #efore or after it has ascertained the sufficiency of the assets of the company+ ma8e calls on all or any of the contri#utories for the time #eing settled on the list of the contri#utories to the e"tent of their lia#ility+ for payment of any money which the .ourt considers necessary to satisfy the de#ts and lia#ilities of the company+ and the costs+ charges and e"penses of winding up+ and for the ad$ustment of the rights of the contri#utories among themsel-es+ and ma8e an order for payment of any calls so made. (-) In ma8ing a call the .ourt may ta8e into consideration the pro#a#ility that some of the contri#utories may partly or wholly fail to pay the call.

Pa1men) *n)' 9anD '. m'ne1s d3e )' 0'm,an1. -5<.(1) )he .ourt may order any contri#utory+ purchaser or other person from whom money is due to the company to pay the amount due into the #an8 into which payments of liquidators are made under section 23 instead of to the liquidator+ and any such order may #e enforced in the same manner as if it had directed payment to the liquidator. (-) &ll moneys and securities paid or deli-ered into such #an8 in the e-ent of a winding up #y the .ourt shall #e su#$ect in all respects to the orders of the .ourt.

15(

O(de( 'n 0'n)(*93)'(1 0'n0+3s*@e e@*den0e. -5=.(1) &n order made #y the .ourt on a contri#utory shall+ su#$ect to any right of appeal+ #e conclusi-e e-idence that the money+ if any+ there#y appearing to #e due or ordered to #e paid is due. (-) &ll other pertinent matters stated in the order shall #e ta8en to #e truly as against all persons and in all proceedings against the estate of a deceased contri#utory+ in which case the order shall #e only prima facie e-idence for the purpose of charging his estate+ unless his heirs or legatees were on the list of contri#utories at the time of the order #eing made.

A,,'*n)men) '. s,e0*a+ mana/e(. -6>.(1) Ahere in any proceedings the official recei-er #ecomes the liquidator of a company+ whether pro-isionally or otherwise+ he may+ if satisfied that the nature of the estate or #usiness of the company+ or the interests of the creditors or contri#utories generally+ require the appointment of a special manager of the estate or #usiness of the company other than himself+ apply to the .ourt+ and the .ourt may on such application appoint a special manager of the said estate or #usiness to act during such time as the .ourt may direct+ with such powers+ including any of the powers of a recei-er or manager+ as may #e entrusted to him #y the .ourt.

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account in such manner as the .ourt directs.

)he special manager shall gi-e such security and

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<
.ourt.

)he special manager shall recei-e such remuneration as may #e fi"ed #y the

P'4e( )' e80+3de 0(ed*)'(s n') ,('@*n/ *n )*me. -61. )he .ourt may fi" a time or times within which creditors are to pro-e their de#ts or claims or to #e e"cluded from the #enefit of any distri#ution made #efore those de#ts are pro-ed.

Ad:3s)men) '. (*/&)s '. 0'n)(*93)'(*es. -6-. )he .ourt shall ad$ust the rights of the contri#utories among themsel-es and distri#ute any surplus among the persons entitled thereto.

Ins,e0)*'n '. 9''Ds 91 0(ed*)'(s and 0'n)(*93)'(*es. -63.(1) )he .ourt may+ at any time after ma8ing a winding6up order+ ma8e such order for inspection of the #oo8s and papers of the company #y creditors and contri#utories as the .ourt thin8s $ust+ and any #oo8s and papers in the possession of the company may #e inspected #y creditors or contri#utories accordingly+ #ut not further or otherwise.

151

(-) 7othing in this section shall #e ta8en as e"cluding or restricting any statutory rights of a go-ernment department or person acting under the authority of a go-ernment department.

P'4e( )' '(de( 0's)s '. 4*nd*n/ 3, )' 9e ,a*d '3) '. asse)s. -65. )he .ourt may+ in the e-ent of the assets #eing insufficient to satisfy the lia#ilities+ ma8e an order as to the payment out of the assets of the costs+ charges and e"penses incurred in the winding up in such order of priority as the court thin8s $ust.

P'4e( )' s3mm'n ,e(s'ns s3s,e0)ed '. &a@*n/ ,(',e()1 '. 0'm,an1? e)0. -66.(1) )he .ourt may+ at any time after the appointment of a pro-isional liquidator or the ma8ing of a winding6up order+ summon #efore it any officer of the company or person 8nown or suspected to ha-e in his possession any property of the company or supposed to #e inde#ted to the company+ or any person whom the .ourt deems capa#le of gi-ing information concerning the promotion+ formation+ trade+ dealings+ affairs or property of the company.

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)he .ourt may e"amine him on oath concerning the matters aforesaid+ either #y word of mouth or on written interrogatories+ and may reduce his answers to writing and require him to sign them.

;88888888888888888888888888888888888<

)he .ourt may require him to produce any #oo8s and papers in his custody or power relating to the company+ #ut+ where he claims any lien on #oo8s or papers produced #y him+ the production shall #e without pre$udice to that lien+ and the .ourt shall ha-e $urisdiction in the winding up to determine all questions relating to that lien.

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If any person so summoned+ after #eing tendered a reasona#le sum for his e"penses+ refuses to come #efore the .ourt at the time appointed+ not ha-ing a lawful impediment ;made 8nown to the .ourt at the time of its sitting and allowed #y it<+ the .ourt may cause him to #e apprehended and #rought #efore the .ourt for e"amination.

P'4e( )' '(de( ,39+*0 e8am*na)*'n '. ,('m')e(s and '..*0e(s. -67.(1) Ahere an order has #een made for winding up a company #y the .ourt+ and the official recei-er has made a further report under this :aw stating that in his opinion a fraud has #een committed #y any person in the promotion or formation of the company or #y any officer of the company in relation to the company since its formation+ the .ourt may+ after consideration of the report+ direct that that person or officer shall attend #efore the .ourt on a day appointed #y the .ourt for that purpose and #e pu#licly e"amined as to the promotion or formation or the conduct of the #usiness of the company or as to his conduct and dealings as officer thereof.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<

)he official recei-er shall ta8e part in the e"amination+ and for that purpose may+ if specially authorised #y the .ourt in that #ehalf+ employ an ad-ocate.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

)he liquidator+ where the official recei-er is not the liquidator+ and any creditor or contri#utory may also ta8e part in the e"amination either personally or #y an

152

ad-ocate.

;ooooooooooooooooooooooooooooooooooo<
e"amined as the .ourt thin8s fit.

)he .ourt may put such questions to the person

;ppppppppppppppppppppppppppppppppppp< ;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

)he person e"amined shall #e e"amined on oath and shall answer all such questions as the .ourt may put or allow to #e put to him. & person ordered to #e e"amined under this section shall at his own cost+ #efore his e"amination+ #e furnished with a copy of the official recei-er5s report+ and may at his own cost employ an ad-ocate+ who shall #e at li#erty to put to him such questions as the .ourt may deem $ust for the purpose of ena#ling him to e"plain or qualify any answers gi-en #y himC *ro-ided that+ if any such person applies to the .ourt to #e e"culpated from any charges made or suggested against him+ it shall #e the duty of the official recei-er to appear on the hearing of the application and call the attention of the .ourt to any matters which appear to the official recei-er to #e rele-ant+ and if the .ourt+ after hearing any e-idence gi-en or witnesses called #y the official recei-er+ grants the application+ the .ourt may allow the applicant such costs as in its discretion it may thin8 fit.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

7otes of the e"amination shall #e ta8en down in writing+ and shall #e read o-er to or #y+ and signed #y+ the person e"amined+ and may thereafter #e used in e-idence against him+ and shall #e open to the inspection of any creditor or contri#utory at all reasona#le times.

;sssssssssssssssssssssssssssssssssss< )he .ourt may+ if it thin8s fit+ ad$ourn the e"amination from time to
time.

P'4e( )' a((es) a9s0'nd*n/ 0'n)(*93)'(1. -6;. )he .ourt+ at any time either #efore or after ma8ing a winding6up order+ on proof of pro#a#le cause for #elie-ing that a contri#utory is a#out to quit the .olony or otherwise to a#scond or to remo-e or conceal any of his property for the purpose of e-ading payment of calls or of a-oiding e"amination respecting the affairs of the company+ may cause the contri#utory to #e arrested and his #oo8s and papers and mo-a#le personal property to #e seiEed and him and them to #e safely 8ept until such time as the .ourt may order.

P'4e(s '. C'3() 03m3+a)*@e. -6<. &ny powers #y this :aw conferred on the .ourt shall #e in addition to and not in restriction of any e"isting powers of instituting proceedings against any contri#utory or de#tor of the company or the estate of any contri#utory or de#tor+ for the reco-ery of any call or other sums.

De+e/a)*'n )' +*23*da)'( '. 0e()a*n ,'4e(s '. C'3(). -6=. *ro-ision may #e made #y general rules for ena#ling or requiring all or any of the powers and duties conferred and imposed on the .ourt #y this :aw in respect of the following mattersC6

153

;ttttttttttttttttttttttttttttttttttt<

the holding and conducting of meetings to ascertain the wishes of creditors and contri#utoriesD the settling of lists of contri#utories and the rectifying of the register of mem#ers where required+ and the collecting and applying of the assetsD the paying+ deli-ery+ con-eyance+ surrender or transfer of money+ property+ #oo8s or papers to the liquidatorD the ma8ing of

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

;-----------------------------------<

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<
callsD

;"""""""""""""""""""""""""""""""""""<
de#ts and claims must #e pro-ed+

the fi"ing of a time within which

to #e e"ercised or performed #y the liquidator as an officer of the .ourt+ and su#$ect to the control of the .ourtC *ro-ided that the liquidator shall not+ without the special lea-e of the .ourt+ rectify the register of mem#ers+ and shall not ma8e any call without either the special lea-e of the .ourt or the sanction of the committee of inspection.

D*ss'+3)*'n '. 0'm,an1. -7>.(1) Ahen the affairs of a company ha-e #een completely wound up+ the .ourt+ if the liquidator ma8es an application in that #ehalf+ shall ma8e an order that the company #e dissol-ed from the date of the order+ and the company shall #e dissol-ed accordingly.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

& copy of the order shall within fourteen days from the date thereof #e forwarded #y the liquidator to the registrar of companies who shall ma8e in his #oo8s a minute of the dissolution of the company.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

If the liquidator ma8es default in complying with the requirements of this section+ he shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which he is in default.

(III) OLUNTAR" !INDING UP. Resolutions for! and Commencement of! %oluntary ,inding -p

C*(03ms)an0es *n 4&*0& 0'm,an1 ma1 9e 4'3nd 3, @'+3n)a(*+1. -71.(1) & company may #e wound up -oluntarily 6

154

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

when the period+ if any+ fi"ed for the duration of the company #y the articles e"pires+ or the e-ent+ if any+ occurs+ on the occurrence of which the articles pro-ide that the company is to #e dissol-ed+ and the company in general meeting has passed a resolution requiring the company to #e wound up -oluntarilyD if the company resol-es #y special resolution that the company #e wound up -oluntarilyD if the company resol-es #y e"traordinary resolution to the effect that it cannot #y reason of its lia#ilities continue its #usiness+ and that it is ad-isa#le to wind up.

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(-) In this :aw the e"pression 0a resolution for -oluntary winding up1 means a resolution passed under any of the pro-isions of su#section ;1<.

N')*0e '. (es'+3)*'n )' 4*nd 3, @'+3n)a(*+1. -7-.(1) Ahen a company has passed a resolution for -oluntary winding up+ it shall+ within fourteen days after the passing of the resolution+ gi-e notice of the resolution #y ad-ertisement in the Ga3ette. (-) If default is made in complying with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine+ and for the purposes of this su#section the liquidator of the company shall #e deemed to #e an officer of the company.

C'mmen0emen) '. @'+3n)a(1 4*nd*n/ 3,. -73. & -oluntary winding up shall #e deemed to commence at the time of the passing of the resolution for -oluntary winding up.

Conse/uences of %oluntary ,inding -p. E..e0) '. @'+3n)a(1 4*nd*n/ 3, 'n 93s*ness and s)a)3s '. 0'm,an1. -75. In case of a -oluntary winding up+ the company shall+ from the commencement of the winding up+ cease to carry on its #usiness+ e"cept so far as may #e required for the #eneficial winding up thereofC *ro-ided that the corporate state and corporate powers of the company shall+ notwithstanding anything to the contrary in its articles+ continue until it is dissol-ed.

A@'*dan0e '. )(ans.e(s? e)0.? a.)e( 0'mmen0emen) '. @'+3n)a(1 4*nd*n/ 3,. -76. &ny transfer of shares+ not #eing a transfer made to or with the sanction of the liquidator+ and any alteration

155

in the status of the mem#ers of the company+ made after the commencement of a -oluntary winding up+ shall #e -oid.

"eclaration of #olvency. S)a)3)'(1 de0+a(a)*'n '. s'+@en01 *n 0ase '. ,(','sa+ )' 4*nd 3, @'+3n)a(*+1. -77.(1) Ahere it is proposed to wind up a company -oluntarily+ the directors of the company or+ in the case of a company ha-ing more than two directors+ the ma$ority of the directors+ may+ at a meeting of the directors ma8e a statutory declaration to the effect that they ha-e made a full inquiry into the affairs of the company+ and that+ ha-ing so done+ they ha-e formed the opinion that the company will #e a#le to pay its de#ts in full within such period not e"ceeding twel-e months from the commencement of the winding up as may #e specified in the declaration. (-) & declaration made as aforesaid shall ha-e no effect for the purposes of this :aw unless 6

;dddddddddddddddddddddddddddddddddddd<

it is made within the fi-e wee8s immediately preceding the date of the passing of the resolution for winding up the company and is deli-ered to the registrar of companies for registration #efore that dateD and it em#odies a statement of the company5s assets and lia#ilities as at the latest practica#le date #efore the ma8ing of the declaration.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< ;ffffffffffffffffffffffffffffffffffff<

&ny director of a company ma8ing a declaration under this section without ha-ing reasona#le grounds for the opinion that the company will #e a#le to pay its de#ts in full within the period specified in the declaration+ shall #e lia#le to imprisonment for a period not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fineD and if the company is wound up in pursuance of a resolution passed within the period of fi-e wee8s after the ma8ing of the declaration+ #ut its de#ts are not paid or pro-ided for in full within the period stated in the declaration+ it shall #e presumed until the contrary is shown that the director did not ha-e reasona#le grounds for his opinion.

;gggggggggggggggggggggggggggggggggggg<

& winding up in the case of which a declaration has #een made and deli-ered in accordance with this section is in this :aw referred to as 0a mem#ers5 -oluntary winding up1+ and a winding up in the case of which a declaration has not #een made and deli-ered as aforesaid is in this :aw referred to as 0a creditors5 -oluntary winding up1.

Provisions applicable to a Members& %oluntary ,inding -p. P('@*s*'ns a,,+*0a9+e )' a mem9e(sC 4*nd*n/ 3,. -7;. )he pro-isions contained in sections 2 % to 2!4+ #oth inclusi-e+ shall+ su#$ect to the pro-isions of the last of them+ apply in relation to a mem#ers5 -oluntary winding up.

P'4e( '. 0'm,an1 )' a,,'*n) and .*8 (em3ne(a)*'n '. +*23*da)'(s.

15

-7<.(1) )he company in general meeting shall appoint one or more liquidators for the purpose of winding up the affairs and distri#uting the assets of the company+ and may fi" the remuneration to #e paid to him or them. (-) 9n the appointment of a liquidator all the powers of the directors shall cease+ e"cept so far as the company in general meeting or the liquidator sanctions the continuance thereof.

P'4e( )' .*++ @a0an01 *n '..*0e '. +*23*da)'(. -7=.(1) If a -acancy occurs #y death+ resignation or otherwise in the office of liquidator appointed #y the company+ the company in general meeting may+ su#$ect to any arrangement with its creditors+ fill the -acancy.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< ;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

3or that purpose a general meeting may #e con-ened #y any contri#utory or+ if there were more liquidators than one+ #y the continuing liquidators. )he meeting shall #e held in manner pro-ided #y this :aw or #y the articles+ or in such manner as may+ on application #y any contri#utory or #y the continuing liquidators+ #e determined #y the .ourt.

P'4e( '. +*23*da)'( )' a00e,) s&a(es? e)0.? as 0'ns*de(a)*'n .'( sa+e '. ,(',e()1 '. 0'm,an1. -;>.(1) Ahere a company is proposed to #e+ or is in course of #eing+ wound up altogether -oluntarily+ and the whole or part of its #usiness or property is proposed to #e transferred or sold to another company+ whether a company within the meaning of this :aw or not ;in this section called 0the transferee company1<+ the liquidator of the first6 mentioned company ;in this section called 0the transferor company1< may+ with the sanction of a special resolution of that company+ conferring either a general authority on the liquidator or an authority in respect of any particular arrangement+ recei-e+ in compensation or part compensation for the transfer or sale+ shares+ policies or other li8e interests in the transferee company for distri#ution among the mem#ers of the transferor company+ or may enter into any other arrangement where#y the mem#ers of the transferor company may+ in lieu of recei-ing cash+ shares+ policies or other li8e interests+ or in addition thereto+ participate in the profits of or recei-e any other #enefit from the transferee company.

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mem#ers of the transferor company.

&ny sale or arrangement in pursuance of this section shall #e #inding on the

;888888888888888888888888888888888888<

If any mem#er of the transferor company who did not -ote in fa-our of the special resolution e"presses his dissent therefrom in writing addressed to the liquidator+ and left at the registered office of the company within se-en days after the passing of the resolution+ he may require the liquidator either to a#stain from carrying the resolution into effect or to purchase his interest at a price to #e determined #y agreement or #y ar#itration under the pro-isions of any :aw relating to ar#itration in force for the time #eing.

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If the liquidator elects to purchase the mem#er5s interest+ the purchase money must #e paid #efore the company is dissol-ed and #e raised #y the liquidator in such manner as may #e determined #y special resolution.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<

& special resolution shall not #e in-alid for the purposes of this section #y reason that it is passed #efore or concurrently with a resolution

15!

for -oluntary winding up or for appointing liquidators+ #ut if an order is made within a year for winding up the company #y or su#$ect to the super-ision of the .ourt+ the special resolution shall not #e -alid unless sanctioned #y the .ourt.

D3)1 '. +*23*da)'( )' 0a++ 0(ed*)'(sC mee)*n/ *n 0ase '. *ns'+@en01. -;1.(1) If+ in the case of a winding up commenced after the commencement of this :aw+ the liquidator is at any time of opinion that the company will not #e a#le to pay its de#ts in full within the period stated in the declaration under section 2 he shall forthwith summon a meeting of the creditors+ and shall lay #efore the meeting a statement of the assets and lia#ilities of the company. (-) If the liquidator fails to comply with this section+ he shall #e lia#le to a fine not e"ceeding fifty pounds.

D3)1 '. +*23*da)'( )' 0a++ /ene(a+ mee)*n/ a) end '. ea0& 1ea(. -;-.(1) Su#$ect to the pro-isions of section 2!4 in the e-ent of the winding up continuing for more than one year+ the liquidator shall summon a general meeting of the company at the end of the first year from the commencement of the winding up+ and of each succeeding year+ or at the first con-enient date within three months from the end of the year or such longer period as the registrar of companies may allow+ and shall lay #efore the meeting an account of his acts and dealings and of the conduct of the winding up during the preceding year. (-) If the liquidator fails to comply with this section+ he shall #e lia#le to a fine not e"ceeding ten pounds.

F*na+ mee)*n/ and d*ss'+3)*'n. -;3.(1) Su#$ect to the pro-isions of section 2!4+ as soon as the affairs of the company are fully wound up+ the liquidator shall ma8e up an account of the winding up+ showing how the winding up has #een conducted and the property of the company has #een disposed of+ and thereupon shall call a general meeting of the company for the purpose of laying #efore it the account+ and gi-ing any e"planation thereof.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< ;oooooooooooooooooooooooooooooooooooo<

)he meeting shall #e called #y ad-ertisement in the Ga3ette+ specifying the time+ place and o#$ect thereof+ and pu#lished one month at least #efore the meeting. Aithin one wee8 after the meeting+ the liquidator shall send to the registrar of companies a copy of the account+ and shall ma8e a return to him of the holding of the meeting and of its date+ and if the copy is not sent or the return is not made in accordance with this su#section the liquidator shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continuesC *ro-ided that+ if a quorum is not present at the meeting+ the liquidator shall+ in lieu of the return herein#efore mentioned+ ma8e a return that the meeting was duly summoned and that no quorum was present thereat+ and upon such a return #eing made the pro-isions of this su#section as to the ma8ing of the return shall #e deemed to ha-e #een complied with. (5) )he registrar on recei-ing the account and either of the returns herein#efore mentioned shall forthwith register them+ and on the e"piration of three months from the registration of the return the company shall #e deemed

15%

to #e dissol-edC *ro-ided that the .ourt may+ on the application of the liquidator or of any other person who appears to the .ourt to #e interested+ ma8e an order deferring the date at which the dissolution of the company is to ta8e effect for such time as the .ourt thin8s fit.

;pppppppppppppppppppppppppppppppppppp<

It shall #e the duty of the person on whose application an order of the .ourt under this section is made+ within se-en days after the ma8ing of the order+ to deli-er to the registrar an office copy of the order for registration+ and if that person fails so to do he shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continues.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

If the liquidator fails to call a general meeting of the company as required #y this section+ he shall #e lia#le to a fine not e"ceeding fifty pounds.

A+)e(na)*@e ,('@*s*'ns as )' ann3a+ and .*na+ mee)*n/s *n 0ase '. *ns'+@en01. -;5. Ahere section 2!1 has effect+ sections 2%2 and 2%3 shall apply to the winding up to the e"clusion of sections 2!2 and 2!3+ as if the winding up were a creditors5 -oluntary winding up and not a mem#ers5 -oluntary winding upC *ro-ided that the liquidator shall not #e required to summon a meeting of creditors under the said section 2%2 at the end of the first year from the commencement of the winding up+ unless the meeting held under the said section 2!1 is held more than three months #efore the end of that year.

Provisions applicable to a Creditors& %oluntary ,inding -p. P('@*s*'ns a,,+*0a9+e )' a 0(ed*)'(sC 4*nd*n/ 3,. -;6. )he pro-isions contained in sections 2! to 2%3+ #oth inclusi-e+ shall apply in relation to a creditors5 -oluntary winding up.

Mee)*n/ '. 0(ed*)'(s. -;7.(1) )he company shall cause a meeting of the creditors of the company to #e summoned for the day+ or the day ne"t following the day+ on which there is to #e held the meeting at which the resolution for -oluntary winding up is to #e proposed+ and shall cause the notices of the said meeting of creditors to #e sent #y post to the creditors simultaneously with the sending of the notices of the said meeting of the company.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

)he company shall cause notice of the meeting of the creditors to #e ad-ertised once in the Ga3ette and once at least in two local newspapers circulating in the district where the registered office or principal place of #usiness of the company is situate.

;ssssssssssssssssssssssssssssssssssss< )he directors of the company shall 6

15'

;tttttttttttttttttttttttttttttttttttt<

cause a full statement of the position of the company5s affairs together with a list of the creditors of the company and the estimated amount of their claims to #e laid #efore the meeting of the creditors to #e held as aforesaidD and appoint one of their num#er to

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preside at the said meeting.

;------------------------------------<

It shall #e the duty of the director appointed to preside at the meeting of creditors to attend the meeting and preside thereat.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww< If the meeting of the company at

which the resolution for -oluntary winding up is to #e proposed is ad$ourned and the resolution is passed at an ad$ourned meeting+ any resolution passed at the meeting of the creditors held in pursuance of su#section ;1< shall ha-e effect as if it had #een passed immediately after the passing of the resolution for winding up the company.

;""""""""""""""""""""""""""""""""""""<
with su#sections ;1< and ;2<D

If default is made 6 #y the company in complying

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< ;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<
complying with su#section ;3<D

#y the directors of the company in

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< #y any director of the company in

complying with su#section ;4<+ the company+ directors or director+ as the case may #e+ shall #e lia#le to a fine not e"ceeding one hundred pounds+ and+ in the case of default #y the company+ e-ery officer of the company who is in default shall #e lia#le to the li8e penalty.

A,,'*n)men) '. +*23*da)'(. -;;. )he creditors and the company at their respecti-e meetings mentioned in the last foregoing section may nominate a person to #e liquidator for the purpose of winding up the affairs and distri#uting the assets of the company+ and if the creditors and the company nominate different persons+ the person nominated #y the creditors shall #e liquidator+ and if no person is nominated #y the creditors the person+ if any+ nominated #y the company shall #e liquidatorC *ro-ided that in the case of different persons #eing nominated+ any director+ mem#er or creditor of the company may+ within se-en days after the date on which the nomination was made #y the creditors+ apply to the .ourt for an order either directing that the person nominated as liquidator #y the company shall #e liquidator instead of or $ointly with the person nominated #y the creditors or appointing some other person to #e liquidator instead of the person appointed #y the creditors.

A,,'*n)men) '. 0'mm*))ee '. *ns,e0)*'n.

1 (

-;<.(1) )he creditors at the meeting to #e held in pursuance of section 2! or at any su#sequent meeting may+ if they thin8 fit+ appoint a committee of inspection consisting of not more than fi-e persons+ and if such a committee is appointed the company may+ either at the meeting at which the resolution for -oluntary winding up is passed or at any time su#sequently in general meeting+ appoint such num#er of persons as they thin8 fit to act as mem#ers of the committee not e"ceeding fi-e in num#erC *ro-ided that the creditors may+ if they thin8 fit+ resol-e that all or any of the persons so appointed #y the company ought not to #e mem#ers of the committee of inspection+ and+ if the creditors so resol-e+ the persons mentioned in the resolution shall not+ unless the .ourt otherwise directs+ #e qualified to act as mem#ers of the committee+ and on any application to the .ourt under this pro-ision the .ourt may+ if it thin8s fit+ appoint other persons to act as such mem#ers in place of the persons mentioned in the resolution. (-) Su#$ect to the pro-isions of this section and to general rules+ the pro-isions of section 241 ;e"cept su#section ;1<< shall apply with respect to a committee of inspection appointed under this section as they apply with respect to a committee of inspection appointed in a winding up #y the .ourt.

F*8*n/ '. +*23*da)'(sC (em3ne(a)*'n and 0esse( '. d*(e0)'(sC ,'4e(s. -;=.(1) )he committee of inspection+ or if there is no such committee+ the creditors+ may fi" the remuneration to #e paid to the liquidator or liquidators. (-) 9n the appointment of a liquidator+ all the powers of the directors shall cease+ e"cept so far as the committee of inspection+ or if there is no such committee+ the creditors+ sanction the continuance thereof.

P'4e( )' .*++ @a0an01 *n '..*0e '. +*23*da)'(. -<>. If a -acancy occurs+ #y death+ resignation or otherwise in the office of a liquidator+ other than a liquidator appointed #y+ or #y the direction of+ the .ourt+ the creditors may fill the -acancy.

A,,+*0a)*'n '. se0)*'n -;> )' a 0(ed*)'(sC @'+3n)a(1 4*nd*n/ 3,. -<1. )he pro-isions of section 2!( shall apply in the case of a creditors5 -oluntary winding up as in the case of a mem#ers5 -oluntary winding up+ with the modification that powers of the liquidator under the said section shall not #e e"ercised e"cept with the sanction of the .ourt or of the committee of inspection.

D3)1 '. +*23*da)'( )' 0a++ mee)*n/s '. 0'm,an1 and '. 0(ed*)'(s a) end '. ea0& 1ea(. -<-.(1) In the e-ent of the winding up continuing for more than one year+ the liquidator shall summon a general meeting of the company and a meeting of the creditors at the end of the first year from the commencement of the winding up+ and of each succeeding year+ or at the first con-enient date within three months from the end of the year or such longer period as the registrar of companies may allow+ and shall lay #efore the meetings an account of his acts and dealings and of the conduct of the winding up during the preceding year.

1 1

(-)

If the liquidator fails to comply with this section+ he shall #e lia#le to a fine not e"ceeding ten pounds.

F*na+ mee)*n/ and d*ss'+3)*'n. -<3.(1) &s soon as the affairs of the company are fully wound up+ the liquidator shall ma8e up an account of the winding up+ showing how the winding up has #een conducted and the property of the company has #een disposed of+ and thereupon shall call a general meeting of the company and a meeting of the creditors for the purpose of laying the account #efore the meetings and gi-ing any e"planation thereof.

;#####################################<

,ach such meeting shall #e called #y ad-ertisement in the Ga3ette specifying the time+ place and o#$ect thereof+ and pu#lished one month at least #efore the meeting.

;ccccccccccccccccccccccccccccccccccccc< Aithin one wee8 after the date of the meetings+ or+ if the
meetings are not held on the same date+ after the date of the later meeting+ the liquidator shall send to the registrar of companies a copy of the account+ and shall ma8e a return to him of the holding of the meetings and of their dates+ and if the copy is not sent or the return is not made in accordance with this su#section the liquidator shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continuesC *ro-ided that+ if a quorum is not present at either such meeting+ the liquidator shall+ in lieu of the return herein#efore mentioned+ ma8e a return that the meeting was duly summoned and that no quorum was present thereat and upon such a return #eing made the pro-isions of this su#section as to the ma8ing of the return shall+ in respect of that meeting+ #e deemed to ha-e #een complied with. (5) )he registrar on recei-ing the account and+ in respect of each such meeting+ either of the returns herein#efore mentioned+ shall forthwith register them+ and on the e"piration of three months from the registration thereof the company shall #e deemed to #e dissol-edC *ro-ided that the .ourt may+ on the application of the liquidator or of any other person who appears to the .ourt to #e interested+ ma8e an order deferring the date at which the dissolution of the company is to ta8e effect for such time as the .ourt thin8s fit.

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It shall #e the duty of the person on whose application an order of the .ourt under this section is made+ within se-en days after the ma8ing of the order+ to deli-er to the registrar an office copy of the order for registration+ and if that person fails so to do he shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continues.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< If the liquidator fails to call a general meeting of the

company or a meeting of the creditors as required #y this section+ he shall #e lia#le to a fine not e"ceeding fifty pounds.

Provisions applicable to every %oluntary ,inding -p. P('@*s*'ns a,,+*0a9+e )' e@e(1 @'+3n)a(1 4*nd*n/ 3,. -<5. )he pro-isions contained in sections 2%5 to 2'2+ #oth inclusi-e+ shall apply to e-ery -oluntary winding up whether a mem#ers5 or a creditors5 winding up.

1 2

D*s)(*93)*'n '. ,(',e()1 '. 0'm,an1. -<6. Su#$ect to the pro-isions of this :aw as to preferential payments+ the property of a company shall+ on its winding up+ #e applied in satisfaction of its lia#ilities pari passu+ and+ su#$ect to such application+ shall+ unless the articles otherwise pro-ide+ #e distri#uted among the mem#ers according to their rights and interests in the company.

P'4e(s and d3)*es '. +*23*da)'( *n @'+3n)a(1 4*nd*n/ 3,. -<7.(1) )he liquidator may 6

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in the case of a mem#ers5 -oluntary winding up+ with the sanction of an e"traordinary resolution of the company+ and+ in the case of a creditors5 -oluntary winding up+ with the sanction of the .ourt or the committee of inspection or ;if there is no such committee< a meeting of the creditors+ e"ercise any of the powers gi-en #y paragraphs ;d<+ ;e< and ;f< of su#section ;1< of section 233 to a liquidator in a winding up #y the .ourtD without sanction+ e"ercise any of the other powers #y this :aw gi-en to the liquidator in a winding up #y the .ourtD e"ercise the power of the .ourt under this :aw of settling a list of contri#utories+ and the list of contri#utories shall #e prima facie e-idence of the lia#ility of the persons named therein to #e contri#utoriesD e"ercise the power of the .ourt of ma8ing callsD

;ggggggggggggggggggggggggggggggggggggg< ;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< ;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

summon general meetings of the company for the purpose of o#taining the sanction of the company #y special or e"traordinary resolution or for any other purpose he may thin8 fit.

;8888888888888888888888888888888888888< ;lllllllllllllllllllllllllllllllllllll<

)he liquidator shall pay the de#ts of the company and shall ad$ust the rights of the contri#utories among themsel-es. Ahen se-eral liquidators are appointed+ any power gi-en #y this :aw may #e e"ercised #y such one or more of them as may #e determined at the time of their appointment+ or+ in default of such determination+ #y any num#er not less than two.

P'4e( '. C'3() )' a,,'*n) and (em'@e +*23*da)'( *n @'+3n)a(1 4*nd*n/ 3,. -<;.(1) If from any cause whate-er there is no liquidator acting+ the .ourt may appoint a liquidator. (-) )he .ourt may+ on cause shown+ remo-e a liquidator and appoint another liquidator.

1 3

N')*0e 91 +*23*da)'( '. &*s a,,'*n)men). -<<.(1) )he liquidator shall+ within fourteen days after his appointment+ pu#lish in the Ga3ette and deli-er to the registrar of companies for registration a notice of his appointment in the prescri#ed form. (-) If the liquidator fails to comply with the requirements of this section he shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continues.

A((an/emen) 4&en 9*nd*n/ 'n 0(ed*)'(s. -<=.(1) &ny arrangement entered into #etween a company a#out to #e+ or in the course of #eing+ wound up and its creditors shall+ su#$ect to the right of appeal under this section+ #e #inding on the company if sanctioned #y an e"traordinary resolution and on the creditors if acceded to #y three6fourths in num#er and -alue of the creditors. (-) &ny creditor or contri#utory may+ within three wee8s from the completion of the arrangement+ appeal to the .ourt against it+ and the .ourt may thereupon+ as it thin8s $ust+ amend+ -ary or confirm the arrangement.

P'4e( )' a,,+1 )' C'3() )' &a@e 23es)*'ns de)e(m*ned '( ,'4e(s e8e(0*sed. -=>.(1) )he liquidator or any contri#utory or creditor may apply to the .ourt to determine any question arising in the winding up of a company+ or to e"ercise+ as respects the enforcing of calls or any other matter+ all or any of the powers which the .ourt might e"ercise if the company were #eing wound up #y the .ourt.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm< )he .ourt+ if satisfied

that the determination of the question or the required e"ercise of power will #e $ust and #eneficial+ may accede wholly or partially to the application on such terms and conditions as it thin8s fit or may ma8e such other order on the application as it thin8s $ust.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

& copy of an order made #y -irtue of this section staying the proceedings in the winding up shall forthwith #e forwarded #y the company+ or otherwise as may #e prescri#ed+ to the registrar of companies+ who shall ma8e a minute of the order in his #oo8s relating to the company.

C's)s '. @'+3n)a(1 4*nd*n/ 3,. -=1. &ll costs+ charges and e"penses properly incurred in the winding up+ including the remuneration of the liquidator+ shall #e paya#le out of the assets of the company in priority to all other claims.

Sa@*n/ .'( (*/&)s '. 0(ed*)'(s and 0'n)(*93)'(*es. -=-. )he winding up of a company shall not #ar the right of any creditor or contri#utory to ha-e it wound up #y the .ourt+ #ut in the case of an application #y a contri#utory the .ourt must #e satisfied that the rights of the contri#utories will #e pre$udiced #y a -oluntary winding up.

1 4

(I ) !INDING UP SUB#ECT TO SUPER ISION OF COURT.

P'4e( )' '(de( 4*nd*n/ 3, s39:e0) )' s3,e(@*s*'n. -=3. Ahen a company has passed a resolution for -oluntary winding up+ the .ourt may ma8e an order that the -oluntary winding up shall continue #ut su#$ect to such super-ision of the .ourt+ and with such li#erty for creditors+ contri#utories+ or others to apply to the .ourt+ and generally on such terms and conditions+ as the .ourt thin8s $ust.

E..e0) '. ,e)*)*'n .'( 4*nd*n/ 3, s39:e0) )' s3,e(@*s*'n. -=5. & petition for the continuance of a -oluntary winding up su#$ect to the super-ision of the .ourt shall+ for the purpose of gi-ing $urisdiction to the .ourt o-er actions+ #e deemed to #e a petition for winding up #y the .ourt.

A,,+*0a)*'n '. se0)*'ns -17 and -1; )' 4*nd*n/ 3, s39:e0) )' s3,e(@*s*'n. -=6. & winding up su#$ect to the super-ision of the .ourt shall+ for the purposes of sections 21 and 21! #e deemed to #e a winding up #y the .ourt.

P'4e( '. C'3() )' a,,'*n) '( (em'@e +*23*da)'(s. -=7.(1) Ahere an order is made for a winding up su#$ect to super-ision+ the .ourt may #y that or any su#sequent order appoint an additional liquidator.

;ooooooooooooooooooooooooooooooooooooo<

& liquidator appointed #y the .ourt under this section shall ha-e the same powers+ #e su#$ect to the same o#ligations+ and in all respects stand in the same position+ as if he had #een duly appointed in accordance with the pro-isions of this :aw with respect to the appointment of liquidators in a -oluntary winding up.

;ppppppppppppppppppppppppppppppppppppp<

)he .ourt may remo-e any liquidator so appointed #y the .ourt or any liquidator continued under the super-ision order and fill any -acancy occasioned #y the remo-al+ or #y death or resignation.

E..e0) '. s3,e(@*s*'n '(de(. -=;.(1) Ahere an order is made for a winding up su#$ect to super-ision+ the liquidator may+ su#$ect to any restrictions imposed #y the .ourt+ e"ercise all his powers+ without the sanction or inter-ention of the .ourt+ in the same manner as if the company were #eing wound up altogether -oluntarilyC

1 5

*ro-ided that the powers specified in paragraphs ;d<+ ;e< and ;f< of su#6section ;1< of section 233 shall not #e e"ercised #y the liquidator e"cept with the sanction of the .ourt+ or+ in a case where #efore the order the winding up was a creditors5 -oluntary winding up+ with the sanction of the .ourt or the committee of inspection+ or ;if there is no such committee< a meeting of the creditors. (-) & winding up su#$ect to the super-ision of the .ourt is not a winding up #y the .ourt for the purpose of the purpose of the pro-isions of this :aw specified in the )enth Schedule+ #ut+ su#$ect as aforesaid+ an order for a winding up su#$ect to super-ision shall for all purposes #e deemed to #e an order for winding up #y the .ourtC *ro-ided that where the order for winding up su#$ect to super-ision was made in relation to a creditors5 -oluntary winding up in which a committee of inspection had #een appointed+ the order shall #e deemed to #e an order for winding up #y the .ourt for the purpose of section 241 ;e"cept su#section ;1< thereof< e"cept in so far as the operation of this section is e"cluded in a -oluntary winding up #y general rules.

( ) PRO ISIONS APPLICABLE TO E ER" MODE OF !INDING UP. Proof and Ran*ing of Claims.

De9)s '. a++ des0(*,)*'ns ma1 9e ,('@ed. -=<. In e-ery winding up ;su#$ect+ in the case of insol-ent companies+ to the application in accordance with the pro-isions of this :aw of the law of #an8ruptcy< all de#ts paya#le on a contingency+ and all claims against the company+ present or future+ certain or contingent+ ascertained or sounding only in damages+ shall #e admissi#le to proof against the company+ a $ust estimate #eing made+ so far as possi#le+ of the -alue of such de#ts or claims as may #e su#$ect to any contingency or sound only in damages+ or for some other reason do not #ear a certain -alue.

A,,+*0a)*'n '. 9anD(3,)01 (3+es *n 4*nd*n/ 3, '. *ns'+@en) 0'm,an*es. -==. In the winding up of an insol-ent company the same rules shall pre-ail and #e o#ser-ed with regard to the respecti-e rights of secured and unsecured creditors and to de#ts pro-a#le and to the -aluation of annuities and future and contingent lia#ilities as are in force for the time #eing under the law of #an8ruptcy with respect to the estates of persons ad$udged #an8rupt+ and all persons who in any such case would #e entitled to pro-e for and recei-e di-idends out of the assets of the company may come in under the winding up and ma8e such claims against the company as they respecti-ely are entitled to #y -irtue of this section.

P(e.e(en)*a+ ,a1men)s. 3>>.(1) In a winding up there shall #e paid in priority to all other de#ts 6 0a1 the following rates and ta"esC6

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all local rates due from the company at the rele-ant date+ and ha-ing #ecome due and paya#le within

twel-e months ne"t #efore that dateD

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

all =o-ernment ta"es and duties due from the company at the rele-ant date and ha-ing #ecome due and paya#le within twel-e months #efore that date and+ in the case of assessed ta"es+ not e"ceeding in the whole one year5s assessmentD due wages of the employee and any amount from the wages of the employee withheld #y the employer for the payment of lia#ilities of the employee or otherwise+ which the employer has not paidD and any other amount or #enefit of the employee which deri-es from a contract or employment relation including any amount due to a recognised union deri-ing from the industrial relation of employer6employee or otherwise which the employer has not paid.

0b1

(*)

(**)

)he pro-isions of this paragraph do not apply in the case of an employee of a pri-ate company who is a shareholder or a mem#er of the 4oard of 2irectors unless he holds shares or participates in the #oard of directors of the company under a representati-e5s capacity and in a manner which is o#-iously a formality and not su#stantial and pro-ided that there is no first or second degree relation #etween him and the person he representsD 0c1 e-ery amount of compensation which the company is #ound to pay to an employee #ecause of #odily harm sustained #y the employee due of an accident caused #y his employment and at the time of his employment as an employee of the company. )he case of an employee of a pri-ate company who is a shareholder of that company is e"empted+ unless the company is in -oluntary liquidation or is #eing liquidated for reasons of reconstruction or amalgamation with another companyD 0d1 ,-ery amount due to the employee+ e"empting the employee of a pri-ate company who is a shareholder of same+ for the lea-e his is entitled to for his employment #y the company for an employment period of one year only.

(-)

Ahere any payment has #een made 6

;sssssssssssssssssssssssssssssssssssss< ;ttttttttttttttttttttttttttttttttttttt<

to any cler8+ ser-ant+ wor8man or la#ourer in the employment of a company+ on account of wages or salaryD or to any such cler8+ ser-ant+ wor8man or la#ourer or+ in the case of his death+ to any other person in his right+ on account of accrued holiday remuneration+

out of money ad-anced #y some person for that purpose+ the person #y whom the money was ad-anced shall in a winding up ha-e a right of priority in respect of the money so ad-anced and paid up to the amount #y which the sum in respect of which the cler8+ ser-ant+ wor8man or la#ourer+ or other person in his right+ would ha-e #een entitled to priority in the winding up has #een diminished #y reason of the payment ha-ing #een made. (3) )he foregoing de#ts shall 6

1 !

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ran8 equally among themsel-es and #e paid in full+ unless the assets are insufficient to meet them+ in which case they shall a#ate in equal proportionsD and so far as the assets of the company a-aila#le for payment of general creditors are insufficient to meet them+ ha-e priority o-er the claims of holders of de#entures under any floating charge created #y the company+ and #e paid accordingly out of any property comprised in or su#$ect to that charge.

;-------------------------------------<

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<

Su#$ect to the retention of such sums as may #e necessary for the costs and e"penses of the winding up+ the foregoing de#ts shall #e discharged forthwith so far as the assets are sufficient to meet them.

;"""""""""""""""""""""""""""""""""""""<

In the e-ent of a landlord or other person distraining or ha-ing distrained on any goods or effects of the company within three months ne"t #efore the date of a winding6up order+ the de#ts to which priority is gi-en #y this section shall #e a first charge on the goods or effects so distrained on+ or the proceeds of the sale thereofC *ro-ided that+ in respect of any money paid under any such charge+ the landlord or other person shall ha-e the same rights of priority as the person to whom the payment is made. (7) 3or the purposes of this section 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

the words 0wages1 0employee1 and 0#asic insured wages1 ha-e the meaning gi-en to them #y the Social Insurance :aws of 1'%'61'%5D

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< the e"pression 0the rele-ant date1 means 6 ;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< in the case of a company
ordered to #e wound up compulsorily+ the date of the appointment ;or first appointment< of a pro-isional liquidator+ or+ if no such appointment was made+ the date of the winding6up order+ unless in either case the company had commenced to #e wound up -oluntarily #efore that dateD and

;######################################<

in any case where the foregoing su#6paragraph does not apply+ means the date of the passing of the resolution for the winding up of the company.

(;) )his section shall not apply in the case of a winding up where the winding6up order was made #efore the commencement of this :aw+ and in such a case the pro-isions relating to preferential payments which would ha-e applied if this :aw had not passed shall #e deemed to remain in full force.

(ffect of ,inding -p on antecedent and other 'ransactions F(a3d3+en) ,(e.e(en0e.

1 %

3>1.(1) &ny con-eyance+ charge+ mortgage+ deli-ery of goods+ payment+ e"ecution or other act relating to property made or done #y or against a company within si" months #efore the commencement of its winding up which+ had it #een made or done #y or against an indi-idual within si" months #efore the presentation of a #an8ruptcy petition on which he is ad$udged #an8rupt+ would #e deemed in his #an8ruptcy a fraudulent preference+ shall in the e-ent of the company #eing wound up #e deemed a fraudulent preference of its creditors and #e in-alid accordinglyC *ro-ided that+ in relation to things made or done #efore the commencement of this :aw+ the pro-isions relating to fraudulent preference which would ha-e applied if this :aw had not #een passed shall remain in full force. (-) &ny con-eyance or assignment #y a company of all its property to trustees for the #enefit of all its creditors shall #e -oid to all intents.

L*a9*+*)*es and (*/&)s '. 0e()a*n .(a3d3+en)+1 ,(e.e((ed ,e(s'ns. 3>-.(1) Ahere+ in the case of a company wound up+ anything made or done after the commencement of this :aw is -oid under section 3(1 as a fraudulent preference of a person interested in property mortgaged or charged to secure the company5s de#t+ then ;without pre$udice to any rights or lia#ilities arising apart from this pro-ision< the person preferred shall #e su#$ect to the same lia#ilities+ and shall ha-e the same rights+ as if he had underta8en to #e personally lia#le as surety for the de#t to the e"tent of the charge on the property or the -alue of his interest+ whiche-er is the less.

;cccccccccccccccccccccccccccccccccccccc< )he -alue of the said person5s interest shall #e determined as

at the date of the transaction constituting the fraudulent preference+ and shall #e determined as if the interest were free of all incum#rances other than those to which the charge for the company5s de#t was then su#$ect.

;dddddddddddddddddddddddddddddddddddddd<

9n any application made to the .ourt with respect to any payment on the ground that the payment was a fraudulent preference of a surety or guarantor+ the .ourt shall ha-e $urisdiction to determine any questions with respect to the payment arising #etween the person to whom the payment was made and the surety or guarantor and to grant relief in respect thereof+ notwithstanding that it is not necessary so to do for the purposes of the winding up+ and for that purpose may gi-e lea-e to #ring in the surety or guarantor as a third party as in the case of an action for the reco-ery of the sum paid. )his su#section shall apply+ with the necessary modifications+ in relation to transactions other than the payment of money as it applies in relation to payments.

E..e0) '. .+'a)*n/ 0&a(/e. 3>3. Ahere a company is #eing wound up+ a floating charge on the underta8ing or property of the company created within twel-e months of the commencement of the winding up shall+ unless it is pro-ed that the company immediately after the creation of the charge was sol-ent+ #e in-alid+ e"cept to the amount of any cash paid to the company at the time of or su#sequently to the creation of+ and in consideration for+ the charge+ together with interest on that amount at the rate of fi-e per cent per annum or such other rate as may for the time #eing #e prescri#ed #y order of the &ccountant6=eneral.

1 '

D*s0+a*me( '. 'ne('3s ,(',e()1 *n 0ase '. 0'm,an1 9e*n/ 4'3nd 3,. 3>5.(1) Ahere any part of the property of a company which is #eing wound up consists of immo-a#le property #urdened with onerous co-enants+ of shares or stoc8 in companies+ of unprofita#le contracts+ or of any other property that is unsalea#le+ or not readily salea#le+ #y reason of its #inding the possessor thereof to the performance of any onerous act or to the payment of any sum of money+ the liquidator of the company+ notwithstanding that he has endea-oured to sell or has ta8en possession of the property or e"ercised any act of ownership in relation thereto+ may with the lea-e of the .ourt and su#$ect to the pro-isions of this section+ #y writing signed #y him+ at any time within twel-e months after the commencement of the winding up or such e"tended period as may #e allowed #y the .ourt+ disclaim the propertyC *ro-ided that+ where any such property has not come to the 8nowledge of the liquidator within one month after the commencement of the winding up+ the power under this section of disclaiming the property may #e e"ercised at any time within twel-e months after he has #ecome aware thereof or such e"tended period as may #e allowed #y the .ourt.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< )he disclaimer shall operate to determine+ as from the date

of disclaimer+ the rights+ interest and lia#ilities of the company+ and the property of the company+ in or in respect of the property disclaimed+ #ut shall not+ e"cept so far as is necessary for the purpose of releasing the company and the property of the company from lia#ility+ affect the rights or lia#ilities of any other person.

;ffffffffffffffffffffffffffffffffffffff<

)he .ourt+ #efore or on granting lea-e to disclaim+ may require such notices to #e gi-en to persons interested+ and impose such terms as a condition of granting lea-e+ and ma8e such other order in the matter as the .ourt thin8s $ust.

;gggggggggggggggggggggggggggggggggggggg<

)he liquidator shall not #e entitled to disclaim any property under this section in any case where an application in writing has #een made to him #y any persons interested in the property requiring him to decide whether he will or will not disclaim and the liquidator has not+ within a period of twenty6eight days after the receipt of the application or such further period as may #e allowed #y the .ourt+ gi-en notice to the applicant that he intends to apply to the .ourt for lea-e to disclaim+ and+ in the case of a contract+ if the liquidator+ after such an application as aforesaid+ does not within the said period or further period disclaim the contract+ the company shall #e deemed to ha-e adopted it.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

)he .ourt may+ on the application of any person who is+ as against the liquidator+ entitled to the #enefit or su#$ect to the #urden of a contract made with the company+ ma8e an order rescinding the contract on such terms as to payment #y or to either party of damages for the non6performance of the contract+ or otherwise as the .ourt thin8s $ust+ and any damages paya#le under the order to any such person may #e pro-ed #y him as a de#t in the winding up.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< )he .ourt may+ on an application #y any person who either claims any interest
in any disclaimed property or is under any lia#ility not discharged #y this :aw in respect of any disclaimed property and on hearing any such persons as it thin8s fit+ ma8e an order for the -esting of the property in or the deli-ery of the property to any persons entitled thereto+ or to whom it may seem $ust that the property should #e deli-ered #y way of compensation for such lia#ility as aforesaid+ or a trustee for him+ and on such terms as the .ourt thin8s $ust+ and on any such -esting order #eing made+ the property comprised therein shall -est accordingly in the person therein named in that #ehalf without any con-eyance or assignment for the purposeC *ro-ided that+ where the property disclaimed is of a leasehold nature+ the .ourt shall not ma8e a -esting order in fa-our of any person claiming under the company e"cept upon the terms of ma8ing that person 6

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< su#$ect to the same lia#ilities and o#ligations as those to

1!(

which the company was su#$ect under the lease in respect of the property at the commencement of the winding upD or

;88888888888888888888888888888888888888<

if the .ourt thin8s fit+ su#$ect only to the same lia#ilities and o#ligations as if the lease had #een assigned to that person at that date+

and in either e-ent+ if the case so requires+ as if the lease had comprised only the property comprised in the -esting order+ and any mortgagee or under6lessee declining to accept a -esting order upon such terms shall #e e"cluded from all interest in and security upon the property+ and+ if there is no person claiming under the company who is willing to accept an order upon such terms+ the .ourt shall ha-e power to -est the estate and interest of the company in the property in any person lia#le either personally or in a representati-e character+ and either alone or $ointly with the company+ to perform the lessee5s co-enants in the lease+ freed and discharged from all estates+ incum#rances and interests created therein #y the company. (;) &ny person in$ured #y the operation of a disclaimer under this section shall #e deemed to #e a creditor of the company to the amount of the in$ury+ and may accordingly pro-e the amount as a de#t in the winding up.

Res)(*0)*'n '. (*/&)s '. 0(ed*)'( as )' e8e03)*'n '( a))a0&men) *n 0ase '. 0'm,an1 9e*n/ 4'3nd 3,. 3>6.(1) Ahere a creditor has issued e"ecution against the goods or immo-a#le property of a company or has attached any de#t due to the company+ and the company is su#sequently wound up+ he shall not #e entitled to retain the #enefit of the e"ecution or attachment against the liquidator in the winding up of the company unless he has completed the e"ecution or attachment #efore the commencement of the winding upC *ro-ided that 6

;llllllllllllllllllllllllllllllllllllll< where any creditor has had notice of a meeting ha-ing #een
called at which a resolution for -oluntary winding up is to #e proposed+ the date on which the creditor so had notice shall+ for the purposes of the foregoing pro-ision+ #e su#stituted for the date of the commencement of the winding upD

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<
a person who purchases in good faith under a sale #y the sheriff any goods of a company on which an e"ecution has #een le-ied shall in all cases acquire a good title to them against the liquidatorD and

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

the rights conferred #y this su#section on the liquidator may #e set aside #y the .ourt in fa-our of the creditor to such e"tent and su#$ect to such terms as the .ourt may thin8 fit.

;oooooooooooooooooooooooooooooooooooooo<

3or the purpose of this section+ an e"ecution against goods shall #e ta8en to #e completed #y seiEure and sale+ and an attachment of a de#t shall #e deemed to #e completed #y receipt of the de#t+ and an e"ecution against immo-a#le property shall #e deemed to #e completed #y ma8ing the $udgment a charge on the immo-a#le property.

;pppppppppppppppppppppppppppppppppppppp<

In this section the e"pression 0goods1 includes all chattels personal+ and the e"pression 0sheriff1 includes any officer charged with the e"ecution of a writ or other process.

1!1

D3)*es '. s&e(*.. as )' /''ds )aDen *n e8e03)*'n. 3>7.(1) Su#$ect to the pro-isions of su#section ;3<+ where any goods of a company are ta8en in e"ecution+ and+ #efore the sale thereof or the completion of the e"ecution #y the receipt or reco-ery of the full amount of the le-y+ notice is ser-ed on the sheriff that a pro-isional liquidator has #een appointed or that a winding 6up order has #een made or that a resolution for -oluntary winding up has #een passed+ the sheriff shall+ on #eing so required+ deli-er the goods and any money seiEed or recei-ed in part satisfaction of the e"ecution to the liquidator+ #ut the costs of the e"ecution shall #e a first charge on the goods or money so deli-ered+ and the liquidator may sell the goods+ or a sufficient part thereof+ for the purpose of satisfying that charge.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

Su#$ect to the pro-isions of su#section ;3<+ where under an e"ecution in respect of a $udgment for a sum e"ceeding twenty pounds the goods of a company are sold or money is paid in order to a-oid sale+ the sheriff shall deduct the costs of the e"ecution from the proceeds of the sale or the money paid and retain the #alance for fourteen days+ and if within that time notice is ser-ed on him of a petition for the winding up of the company ha-ing #een presented or of a meeting ha-ing #een called at which there is to #e proposed a resolution for the -oluntary winding up of the company and an order is made or a resolution is passed+ as the case may #e+ for the winding up of the company+ the sheriff shall pay the #alance to the liquidator+ who shall #e entitled to retain it as against the e"ecution creditor.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

)he rights conferred #y this section on the liquidator may #e set aside #y the .ourt in fa-our of the creditor to such e"tent and su#$ect to such terms as the .ourt thin8s fit.

;ssssssssssssssssssssssssssssssssssssss<

In this section the e"pression 0goods1 includes all chattels personal+ and the e"pression 0sheriff1 includes any officer charged with the e"ecution of a writ or other process.

+ffences antecedent to or in course of ,inding -p. O..en0es 91 '..*0e(s '. 0'm,an*es *n +*23*da)*'n. 3>;.(1) If any person+ #eing a past or present officer of a company which at the time of the commission of the alleged offence is #eing wound up+ whether #y or under the super-ision of the .ourt or -oluntarily+ or is su#sequently ordered to #e wound up #y the .ourt or su#sequently passes a resolution for -oluntary winding up 6

;tttttttttttttttttttttttttttttttttttttt< does not to the #est of his 8nowledge and #elief fully and
truly disco-er to the liquidator all the property+ real and personal+ of the company+ and how and to whom and for what consideration and when the company disposed of any part thereof+ e"cept such part as has #een disposed of in the ordinary way of the #usiness of the companyD or

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

does not deli-er up to the liquidator+ or as he directs+ all such part of the real and personal property of the company as is in his custody or under his control+ and which he is required #y law to deli-er upD or does not deli-er up to the liquidator+ or as he directs+ all #oo8s and papers in his custody or under his control #elonging to the company and which he is required #y law to deli-er upD or

;--------------------------------------<

1!2

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<

with in twel-e months ne"t #efore the commencement of the winding up or at any time thereafter conceals any part of the property of the company to the -alue of ten pounds or upwards+ or conceals any de#t due to or from the companyD or within twel-e months ne"t #efore the commencement of the winding up or at any time thereafter fraudulently remo-es any part of the property of the company to the -alue of ten pounds or upwardsD or ma8es any material omission in

;""""""""""""""""""""""""""""""""""""""<

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<
any statement relating to the affairs of the companyD or

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< 8nowing or #elie-ing that a false de#t has

#een pro-ed #y any person under the winding up+ fails for the period of a month to inform the liquidator thereofD or

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<after the commencement of the winding

up pre-ents the production of any #oo8 or paper affecting or relating to the property or affairs of the companyD or

;#######################################< within twel-e months ne"t

#efore the commencement of the winding up or at any time thereafter+ conceals+ destroys+ mutilates or falsifies+ or is pri-y to the concealment+ destruction+ mutilation or falsification of+ any #oo8 or paper affecting or relating to the property or affairs of the companyD or

;ccccccccccccccccccccccccccccccccccccccc<within twel-e months ne"t #efore the

commencement of the winding up or at any time thereafter ma8es or is pri-y to the ma8ing of any false entry in any #oo8 or paper affecting or relating to the property or affairs of the companyD or

;ddddddddddddddddddddddddddddddddddddddd< within twel-e months ne"t

#efore the commencement of the winding up or at any time thereafter fraudulently parts with+ alters or ma8es any omission in+ or is pri-y to the fraudulent parting with+ altering or ma8ing any omission in+ any document affecting or relating to the property or affairs of the companyD or

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<after the commencement of the winding

up or at any meeting of the creditors of the company within twel-e months ne"t #efore the commencement of the winding up attempts to account for any part of the property of the company #y fictitious losses or e"pensesD or

;fffffffffffffffffffffffffffffffffffffff<

has within twel-e months ne"t #efore the commencement of the winding up or at any time thereafter+ #y any false representation or other fraud+ o#tained any property for or on #ehalf of the company on credit which the company does not su#sequently pay forD or

;ggggggggggggggggggggggggggggggggggggggg< within twel-e months ne"t

#efore the commencement of the winding up or at any time thereafter+ under the false

1!3

pretence that the company is carrying on its #usiness+ o#tains on credit+ for or on #ehalf of the company+ any property which the company does not su#sequently pay forD or

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< within twel-e months ne"t

#efore the commencement of the winding up or at any time thereafter pawns+ pledges or disposes of any property of the company which has #een o#tained on credit and has not #een paid for+ unless such pawning+ pledging+ or disposing is in the ordinary way of the #usiness of the companyD or

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< is guilty of any false representation or other fraud for the

purpose of o#taining the consent of the creditors of the company or any of them to an agreement with reference to the affairs of the company or to the winding up+ he shall #e guilty of an offence and on con-iction thereof shall+ in the case of the offences mentioned+ respecti-ely+ in paragraphs ;m<+ ;n< and ;o< of this su#section+ #e lia#le to imprisonment not e"ceeding fi-e years and+ in the case of any other offence+ shall #e lia#le to imprisonment not e"ceeding two yearsC *ro-ided that it shall #e a good defence to a charge under any of paragraphs ;a<+ ;#<+ ;c<+ ;d<+ ;f<+ ;n< and ;o<+ if the accused pro-es that he had no intent to defraud+ and to a charge under any of paragraphs ;h<+ ;i< and ;$<+ if he pro-es that he had no intent to conceal the state of affairs of the company or to defeat the law.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< Ahere any person pawns+ pledges or disposes of any property in circumstances
which amount to an offence under paragraph ;o< of su#section ;1<+ e-ery person who ta8es in pawn or pledge or otherwise recei-es the property 8nowing it to #e pawned+ pledged or disposed of in such circumstances as aforesaid shall #e guilty of an offence+ and on con-iction thereof #e lia#le to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

;888888888888888888888888888888888888888< 3or the purposes of this section+ the e"pression

0officer1 shall include any person in accordance with whose directions or instructions the directors of a company ha-e #een accustomed to act.

Pena+)1 .'( .a+s*.*0a)*'n '. 9''Ds. 3><. If any officer or contri#utory of any company #eing wound up destroys+ mutilates+ alters or falsifies any #oo8s+ papers or securities+ or ma8es or is pri-y to the ma8ing of any false or fraudulent entry in any register+ #oo8 of account or document #elonging to the company with intent to defraud or decei-e any person+ he shall #e guilty of an offence+ and on con-iction thereof #e lia#le to imprisonment not e"ceeding two years.

F(a3ds 91 '..*0e(s '. 0'm,an*es 4&*0& &a@e /'ne *n)' +*23*da)*'n. 3>=. If any person+ #eing at the time of the commission of the alleged offence an officer of a company which is su#sequently ordered to #e wound up #y the .ourt or su#sequently passes a resolution for -oluntary winding up+ 6

;lllllllllllllllllllllllllllllllllllllll< has #y false pretences or #y means of any other fraud

induced any person to gi-e credit to the companyD

1!4

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<
with intent to defraud creditors of the company+ has made or caused to #e made any gift or transfer of or charge on+ or has caused or conni-ed at the le-ying of any e"ecution against+ the property of the companyD

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< with intent to defraud creditors

of the company+ has concealed or remo-ed any part of the property of the company since+ or within two months #efore+ the date of any unsatisfied $udgment or order for payment of money o#tained against the company+ he shall #e guilty of an offence and shall #e lia#le on con-iction to imprisonment not e"ceeding two years.

L*a9*+*)1 4&e(e ,(',e( a00'3n)s n') De,). 31>.(1) If where a company is wound up it is shown that proper #oo8s of account were not 8ept #y the company throughout the period of two years immediately preceding the commencement of the winding up+ or the period #etween the incorporation of the company and the commencement of the winding up+ whiche-er is the shorter+ e-ery officer of the company who is in default shall+ unless he shows that he acted honestly and that in the circumstances in which the #usiness of the company was carried on the default was e"cusa#le+ #e lia#le on con-iction to imprisonment not e"ceeding one year. (-) 3or the purposes of this section+ proper #oo8s of account shall #e deemed not to ha-e #een 8ept in the case of any company if there ha-e not #een 8ept such #oo8s or accounts as are necessary to e"hi#it and e"plain the transactions and financial position of the trade or #usiness of the company+ including #oo8s containing entries from day to day in sufficient detail of all cash recei-ed and cash paid+ and+ where the trade or #usiness has in-ol-ed dealings in goods+ statements of the annual stoc8ta8ings and ;e"cept in the case of goods sold #y way of ordinary retail trade< of all goods sold and purchased+ showing the goods and the #uyers and sellers thereof in sufficient detail to ena#le those goods and those #uyers and sellers to #e identified.

Res,'ns*9*+*)1 .'( .(a3d3+en) )(ad*n/ '. ,e(s'ns 0'n0e(ned. 311.(1) If in the course of the winding up of a company it appears that any #usiness of the company has #een carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose+ the .ourt+ on the application of the official recei-er+ or the liquidator or any creditor or contri#utory of the company+ may+ if it thin8s proper so to do+ declare that any persons who were 8nowingly parties to the carrying on of the #usiness in manner aforesaid shall #e personally responsi#le+ without any limitation of lia#ility+ for all or any of the de#ts or other lia#ilities of the company as the .ourt may direct. 9n the hearing of an application under this su#section the official recei-er or the liquidator+ as the case may #e+ may himself gi-e e-idence or call witnesses. (-) Ahere the .ourt ma8es any such declaration+ it may gi-e such further directions as it thin8s proper for the purpose of gi-ing effect to that declaration+ and in particular may ma8e pro-ision for ma8ing the lia#ility of any such person under the declaration a charge on any de#t or o#ligation due from the company to him+ or on any mortgage or charge or any interest in any mortgage or charge on any assets of the company held #y or -ested in him+ or any company or person on his #ehalf+ or any person claiming as assignee from or through the person lia#le or any company or person acting on his #ehalf+ and may from time to time ma8e such further order as may #e necessary for

1!5

the purpose of enforcing any charge imposed under this su#section. 3or the purposes of this su#section+ the e"pression 0assignee1 includes any person to whom or in whose fa-our+ #y the directions of the person lia#le+ the de#t+ o#ligation+ mortgage or charge was created+ issued or transferred or the interest created+ #ut does not include an assignee for -alua#le consideration ;not including consideration #y way of marriage< gi-en in good faith and without notice of any of the matters on the ground of which the declaration is made.

;ooooooooooooooooooooooooooooooooooooooo< Ahere any #usiness of a company is carried on

with such intent or for such purpose as is mentioned in su#section ;1< of this section+ e-ery person who was 8nowingly a party to the carrying on of the #usiness in manner aforesaid+ shall #e lia#le on con-iction to imprisonment not e"ceeding three years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

;ppppppppppppppppppppppppppppppppppppppp< )he pro-isions of this section shall ha-e effect

notwithstanding that the person concerned may #e criminally lia#le in respect of the matters on the ground of which the declaration is to #e made.

P'4e( '. C'3() )' assess dama/es a/a*ns) de+*n23en) d*(e0)'(s? e)0. 31-.(1) If in the course of winding up a company it appears that any person who has ta8en part in the formation or promotion of the company+ or any past or present director+ manager or liquidator+ or any officer of the company+ has misapplied or retained or #ecome lia#le or accounta#le+ for any money or property of the company+ or #een guilty of any misfeasance or #reach of trust in relation to the company+ the .ourt may+ on the application of the official recei-er+ or of the liquidator+ or of any creditor or contri#utory+ e"amine into the conduct of the promoter+ director+ manager+ liquidator or officer+ and compel him to repay or restore the money or property or any part thereof respecti-ely with interest at such rate as the .ourt thin8s $ust+ or to contri#ute such sum to the assets of the company #y way of compensation in respect of the misapplication+ retainer+ misfeasance or #reach of trust as the .ourt thin8s $ust.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< )he pro-isions of this section shall ha-e effect

notwithstanding that the offence is one for which the offender may #e criminally lia#le.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

Ahere an order for payment of money is made under this section+ the order shall #e deemed to #e a final $udgment within the meaning of paragraph ;g< of su#section ;1< of section 3 of the 4an8ruptcy :aw.

P('se03)*'n '. de+*n23en) '..*0e(s and mem9e(s '. 0'm,an1. 313.(1) If it appears to the .ourt in the course of a winding up #y+ or su#$ect to the super-ision of+ the .ourt that any past or present officer+ or any mem#er+ of the company has #een guilty of any offence in relation to the company for which he is criminally lia#le+ the .ourt may+ either on the application of any person interested in the winding up or of its own motion+ direct the liquidator to refer the matter to the &ttorney6=eneral.

;sssssssssssssssssssssssssssssssssssssss<

If it appears to the liquidator in the course of a -oluntary winding up that any past or present officer+ or any mem#er+ of the company has #een guilty of any offence in relation to the company for which he is criminally lia#le+ he shall forthwith report the matter to the &ttorney6=eneral+ and

1!

shall furnish to the &ttorney6=eneral such information and gi-e to him such access to and facilities for inspecting and ta8ing copies of any documents+ #eing information or documents in the possession or under the control of the liquidator and relating to the matter in question+ as he respecti-ely may require.

;ttttttttttttttttttttttttttttttttttttttt< Ahere any report is made under su#section ;2< to the &ttorney6=eneral+ he
may+ if he thin8s fit+ refer the matter to the 9fficial Recei-er and Registrar for further enquiry+ and the 9fficial Recei-er and Registrar shall thereupon in-estigate the matter and may+ if he thin8s it e"pedient+ apply to the .ourt for an order conferring on him or any person designated #y him for the purpose with respect to the company concerned all such powers of in-estigating the affairs of the company as are pro-ided #y this :aw in the case of a winding up #y the .ourt.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< If it appears to the .ourt in the course of a

-oluntary winding up that any past or present officer+ or any mem#er+ of the company has #een guilty as aforesaid+ and that no report with respect to the matter has #een made #y the liquidator to the &ttorney6=eneral under su#section ;2<+ the .ourt may+ on the application of any person interested in the winding up or of its own motion+ direct the liquidator to ma8e such a report+ and on a report #eing made accordingly the pro-isions of this section shall ha-e effect as though the report had #een made in pursuance of the pro-isions of su#section ;2<.

;---------------------------------------< If+ where any matter is reported or referred to the

&ttorney6=eneral under this section+ he considers that the case is one in which a prosecution ought to #e instituted+ he shall institute proceedings accordingly+ and it shall #e the duty of the liquidator and of e-ery officer and agent of the company past and present ;other than the defendant in the proceedings< to gi-e him all assistance in connection with the prosecution which he is reasona#ly a#le to gi-e. 3or the purposes of this su#section+ the e"pression 0agent1 in relation to a company shall #e deemed to include any #an8er or ad-ocate of the company and any person employed #y the company as auditor+ whether that person is or is not an officer of the company. (7) If any person fails or neglects to gi-e assistance in manner required #y su#section ;5<+ the .ourt may+ on the application of the &ttorney6=eneral+ direct that person to comply with the requirements of the said su#section+ and where any such application is made with respect to a liquidator the .ourt may+ unless it appears that the failure or neglect to comply was due to the liquidator not ha-ing in his hands sufficient assets of the company to ena#le him so to do+ direct that the costs of the application shall #e #orne #y the liquidator personally.

#upplementary Provisions as to ,inding up. D*s23a+*.*0a)*'n .'( a,,'*n)men) as +*23*da)'(. 315. & #ody corporate shall not #e qualified for appointment as liquidator of a company+ whether in a winding up #y or under the super-ision of the .ourt or in a -oluntary winding up+ and 6

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<
appointment made in contra-ention of this pro-ision shall #e -oidD and

any

;"""""""""""""""""""""""""""""""""""""""< any #ody corporate which acts

as liquidator of a company shall #e lia#le to a fine not e"ceeding one hundred pounds.

1!!

C'((3,) *nd30emen) a..e0)*n/ a,,'*n)men) as +*23*da)'(. 316. &ny person who gi-es or agrees or offers to gi-e to any mem#er or creditor of a company any -alua#le consideration with a -iew to securing his own appointment or nomination+ or to securing or pre-enting the appointment or nomination of some person other than himself+ as the company5s liquidator shall #e lia#le to a fine not e"ceeding one hundred pounds.

En.'(0emen) '. d3)1 '. +*23*da)'( )' maDe (e)3(ns? e)0. 317.(1) If any liquidator who has made any default in filing+ deli-ering or ma8ing any return+ account or other document+ or in gi-ing any notice which he is #y law required to file+ deli-er+ ma8e or gi-e+ fails to ma8e good the default within fourteen days after the ser-ice on him of a notice requiring him to do so+ the .ourt may+ on an application made to the .ourt #y any contri#utory or creditor of the company or #y the registrar of companies+ ma8e an order directing the liquidator to ma8e good the default within such time as may #e specified in the order.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< &ny such order may pro-ide that all costs of and
incidental to the application shall #e #orne #y the liquidator.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<7othing in this section shall #e ta8en to pre$udice the

operation of any enactment imposing penalties on a liquidator in respect of any such default as aforesaid.

N')*.*0a)*'n )&a) a 0'm,an1 *s *n +*23*da)*'n. 31;.(1) Ahere a company is #eing wound up+ whether #y or under the super-ision of the .ourt or -oluntarily+ e-ery in-oice+ order for goods or #usiness letter issued #y or on #ehalf of the company or a liquidator of the company+ or a recei-er or manager of the property of the company+ #eing a document on or in which the name of the company appears+ shall contain a statement that the company is #eing wound up. (-) If default is made in complying with this section+ the company and any of the following persons who 8nowingly and wilfully authorises or permits the default+ namely+ any officer of the company+ any liquidator of the company and any recei-er or manager+ shall #e lia#le to a fine of twenty pounds.

E8em,)*'n '. 0e()a*n d'03men)s .('m s)am, d3)1 'n 4*nd*n/ 3, '. 0'm,an*es. 31<. In the case of a winding up #y the .ourt or of a creditors5 -oluntary winding up of a company 6

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

e-ery document relating solely to any mortgage+ charge or other encum#rance on+ or any estate+ right or interest in any property which forms part of the assets of the company and which+ after the e"ecution of the document+ is or remains part of the assets of the companyD and

;########################################< e-ery power of attorney+ pro"y

paper+ writ+ order+ certificate+ affida-it+ #ond or other instrument or writing relating solely to the property of any company which is #eing so wound up+ or to any proceeding under any such winding up+

1!%

shall #e e"empt from duties chargea#le under the enactments relating to stamp duties.

B''Ds '. 0'm,an1 )' 9e e@*den0e. 31=. Ahere a company is #eing wound up+ all #oo8s and papers of the company and of the liquidators shall+ as #etween the contri#utories of the company+ #e prima facie e-idence of the truth of all matters purporting to #e therein recorded.

D*s,'sa+ '. 9''Ds and ,a,e(s '. 0'm,an1. 3->.(1) Ahen a company has #een wound up and is a#out to #e dissol-ed+ the #oo8s and papers of the company and of the liquidators may #e disposed of as follows+ that is to sayC6

;cccccccccccccccccccccccccccccccccccccccc<

in the case of a winding up #y or su#$ect to the super-ision of the .ourt+ in such way as the .ourt directsD

;dddddddddddddddddddddddddddddddddddddddd< in the case of a mem#ers5

-oluntary winding up+ in such way as the company #y e"traordinary resolution directs+ and+ in the case of a creditors5 -oluntary winding up+ in such way as the committee of inspection or+ if there is no such committee+ as the creditors of the company+ may direct.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

&fter fi-e years from the dissolution of the company no responsi#ility shall rest on the company+ the liquidators+ or any person to whom the custody of the #oo8s and papers has #een committed+ #y reason of any #oo8 or paper not #eing forthcoming to any person claiming to #e interested therein.

;ffffffffffffffffffffffffffffffffffffffff<

*ro-ision may #e made #y general rules for ena#ling the official recei-er to pre-ent+ for such period ;not e"ceeding fi-e years from the dissolution of the company< as the official recei-er thin8s proper+ the destruction of the #oo8s and papers of a company which has #een wound up+ and for ena#ling any creditor or contri#utory of the company to appeal to the .ourt from any direction which may #e gi-en #y the official recei-er in the matter.

;gggggggggggggggggggggggggggggggggggggggg< If any person acts in contra-ention of any general

rules made for the purposes of this section or of any direction of the official recei-er thereunder+ he shall #e lia#le to a fine not e"ceeding one hundred pounds.

In.'(ma)*'n as )' ,end*n/ +*23*da)*'ns. 3-1.(1) If where a company is #eing wound up the winding up is not concluded within one year after its commencement+ the liquidator shall+ at such inter-als as may #e prescri#ed+ until the winding up is concluded+ send to the registrar of companies a statement in the prescri#ed form and containing the prescri#ed particulars with respect to the proceedings in and position of the liquidation. (-) If a liquidator fails to comply with this section+ he shall #e lia#le to a fine not e"ceeding fifty pounds for

1!'

each day during which the default continues.

Un0+a*med asse)s )' 9e ,a*d )' L*23*da)*'n A00'3n). 3--.(1) If+ where a company is #eing wound up+ it appears either from any statement sent to the registrar under section 321 or otherwise that a liquidator has in his hands or under his control any money representing unclaimed or undistri#uted assets of the company which ha-e remained unclaimed or undistri#uted for si" months after the date of their receipt or any money held #y the company in trust in respect of di-idends or other sums due to any person as a mem#er of the company the liquidator shall forthwith pay the said money into the .ompanies :iquidation &ccount 8ept #y the &ccountant6=eneral+ and shall #e entitled to the prescri#ed certificate of receipt for the money so paid+ and that certificate shall #e an effectual discharge to him in respect thereof.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< &ny person claiming to #e entitled to any money

paid to the &ccountant6=eneral in pursuance of this section may apply to him for payment thereof+ and the &ccountant6=eneral may+ on a certificate #y the liquidator that the person claiming is entitled+ ma8e an order for the payment to that person of the sum due.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< &ny person dissatisfied with the decision of the &ccountant6=eneral in respect
of a claim made in pursuance of this section may appeal to the .ourt.

Res'+3)*'ns ,assed a) ad:'3(ned mee)*n/s '. 0(ed*)'(s and 0'n)(*93)'(*es. 3-3. Ahere a resolution is passed at an ad$ourned meeting of any creditors or contri#utories of a company+ the resolution shall+ for all purposes+ #e treated as ha-ing #een passed on the date on which it was in fact passed+ and shall not #e deemed to ha-e #een passed on any earlier date.

#upplementary Powers of Court. Mee)*n/s )' as0e()a*n 4*s&es '. 0(ed*)'(s '( 0'n)(*93)'(*es. 3-5.(1) )he .ourt may+ as to all matters relating to the winding up of a company+ ha-e regard to the wishes of the creditors or contri#utories of the company+ as pro-ed to it #y any sufficient e-idence+ and may+ if it thin8s fit+ for the purpose of ascertaining those wishes+ direct meetings of the creditors or contri#utories to #e called+ held and conducted in such manner as the .ourt directs+ and may appoint a person to act as chairman of any such meeting and to report the result thereof to the .ourt.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< In the case of creditors+ regard shall #e had to the -alue of each creditor5s de#t. ;8888888888888888888888888888888888888888< In the case of contri#utories+ regard shall #e had to
the num#er of -otes conferred on each contri#utory #y this :aw or the articles.

A..*da@*)s? e)0.? *n )&e C'+'n1 and d'm*n*'ns.

1%(

3-6.(1) &ny affida-it required to #e sworn under the pro-isions or for the purposes of this *art may #e sworn in the .olony+ or elsewhere within the dominions of Ber Ma$esty+ #efore any .ourt+ $udge or person lawfully authorised to ta8e and recei-e affida-its or #efore any of Ber Ma$esty5s consuls or -ice6consuls in any place outside Ber Ma$esty5s dominions. (-) &ll .ourts+ $udges+ $ustices+ commissioners and persons acting $udicially shall ta8e $udicial notice of the seal or stamp or signature+ as the case may #e+ of any such .ourt+ $udge+ person+ consul or -ice6consul attached+ appended or su#scri#ed to any such affida-it+ or to any other document to #e used for the purposes of this *art.

Provisions as to "issolution. P'4e( '. C'3() )' de0+a(e d*ss'+3)*'n '. 0'm,an1 @'*d. 3-7.(1) Ahere a company has #een dissol-ed+ the .ourt may at any time within two years of the date of the dissolution+ on an application #eing made for the purpose #y the liquidator of the company or #y any other person who appears to the .ourt to #e interested+ ma8e an order+ upon such terms as the .ourt thin8s fit+ declaring the dissolution to ha-e #een -oid+ and thereupon such proceedings may #e ta8en as might ha-e #een ta8en if the company had not #een dissol-ed. (-) It shall #e the duty of the person on whose application the order was made+ within se-en days after the ma8ing of the order+ or such further time as the .ourt may allow+ to deli-er to the registrar of companies for registration an office copy of the order+ and if that person fails so to do he shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continues.

Re/*s)(a( ma1 s)(*De de.3n0) 0'm,an1 '.. (e/*s)e(. 3-;.(1) Ahere the registrar of companies has reasona#le cause to #elie-e that a company is not carrying on #usiness or in operation+ he may send to the company #y post a letter inquiring whether the company is carrying on #usiness or in operation.

;llllllllllllllllllllllllllllllllllllllll< If the registrar does not within one month of sending the letter recei-e any
answer thereto+ he shall within fourteen days after the e"piration of the month send to the company #y post a registered letter referring to the first letter+ and stating that no answer thereto has #een recei-ed+ and that if an answer is not recei-ed to the second letter within one month from the date thereof+ a notice will #e pu#lished in the Ga3ette with a -iew to stri8ing the name of the company off the register.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<

If the registrar either recei-es an answer to the effect that the company is not carrying on #usiness or in operation+ or does not within one month after sending the second letter recei-e any answer+ he may pu#lish in the Ga3ette+ and send to the company #y post+ a notice that at the e"piration of three months from the date of that notice the name of the company mentioned therein will+ unless cause is shown to the contrary+ #e struc8 off the register and the company will #e dissol-ed.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< If+ in any case where a company is #eing wound

up+ the registrar has reasona#le cause to #elie-e either that no liquidator is acting+ or that the affairs of the company are fully wound up+ and the returns required to #e made #y the liquidator ha-e not #een made for a period of si" consecuti-e months+ the registrar shall pu#lish in the Ga3ette and send to the company or the liquidator+ if any+ a li8e

1%1

notice as is pro-ided in su#section ;3<.

;oooooooooooooooooooooooooooooooooooooooo< &t the e"piration of the time mentioned in the

notice the registrar may+ unless cause to the contrary is pre-iously shown #y the company+ stri8e its name off the register+ and shall pu#lish notice thereof in the Ga3ette+ and on the pu#lication in the Ga3ette of this notice the company shall #e dissol-edC *ro-ided that 6

;pppppppppppppppppppppppppppppppppppppppp< the lia#ility+ if any+ of e-ery

director+ managing officer and mem#er of the company shall continue and may #e enforced as if the company had not #een dissol-edD and

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< nothing in this su#section shall

affect the power of the .ourt to wind up a company the name of which has #een struc8 off the register.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

&ny company which fails to file at the Registrar any document required to #e filed #y this :aw+ may #e struc8 off the Register of .ompanies and this stri8ing off may ta8e place after the e"piration of at least si" months from the date of the Registrar5s letter #y which the said document is required and shall #e pu#lished in the =aEette.

;ssssssssssssssssssssssssssssssssssssssss<

& notice to #e sent under this section to a liquidator may #e addressed to the liquidator at his last 8nown place of #usiness+ and a letter or notice to #e sent under this section to a company may #e addressed to the company at its registered office+ or+ if no office has #een registered+ to the care of some officer of the company+ or+ if there is no officer of the company whose name and address are 8nown to the registrar of companies+ may #e sent to each of the persons who su#scri#ed the memorandum+ addressed to him at the address mentioned in the memorandum.

P(',e()1 '. d*ss'+@ed 0'm,an1 )' 9e 9'na @a0an)*a. 3-<. Ahere a company is dissol-ed+ all property and rights whatsoe-er -ested in or held on trust for the company immediately #efore its dissolution ;not including property held #y the company on trust for any other person< shall+ su#$ect and without pre$udice to any order which may at any time #e made #y the .ourt under sections 32 and 32! #e deemed to #e bona vacantia and shall accordingly #elong to the .rown+ and shall -est and may #e dealt with in the same manner as other bona vacantia accruing to the .rown.

P'4e( '. C('4n )' d*s0+a*m )*)+e )' ,(',e()1 @es)*n/ 3nde( se0)*'n 3-<. 3-=.(1) Ahere any property -ests in the .rown under section 32%+ the .rown5s title thereto under that section may #e disclaimed #y a notice signed #y the &ccountant6=eneral.

;tttttttttttttttttttttttttttttttttttttttt< Ahere a notice of disclaimer under this section is e"ecuted as respects any
property+ that property shall #e deemed not to ha-e -ested in the .rown under section 32%+ and su#sections ;2< and ; < of section 3(4 shall apply in relation to the property as if it had #een disclaimed under su#section ;1< of the said section 3(4 immediately #efore the dissolution of the company.

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;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< )he right to e"ecute a notice of disclaimer under

this section may #e wai-ed #y or on #ehalf of the .rown either e"pressly or #y ta8ing possession or other act e-incing that intention.

;----------------------------------------< & notice of disclaimer under this section shall #e of

no effect unless it is e"ecuted within twel-e months of the date on which the -esting of the property as aforesaid came to the notice of the &ccountant6=eneral+ or+ if an application in writing is made to the &ccountant6=eneral #y any person interested in the property requiring him to decide whether he will or will not disclaim+ within a period of three months after the receipt of the application or such further period as may #e allowed #y the .ourt which would ha-e had $urisdiction to wind up the company if it had not #een dissol-ed.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww< & statement in a notice

of disclaimer of any property under this section that the -esting of the property came to the notice of the &ccountant6=eneral on a specified date or that no such application as aforesaid was recei-ed #y him with respect to the property #efore a specified date shall+ until the contrary is pro-ed+ #e sufficient e-idence of the fact stated.

;""""""""""""""""""""""""""""""""""""""""< &nd notice of disclaimer under this section shall #e

deli-ered to the registrar of companies and retained and registered #y him+ and copies thereof shall #e pu#lished in the Ga3ette and sent to any persons who ha-e gi-en the &ccountant6=eneral notice that they claim to #e interested in the property.

Companies i/uidation Account. L*23*da)*'n A00'3n). 33>. &n account+ to #e called 0the .ompanies :iquidation &ccount1 shall #e 8ept #y the &ccountant6=eneral+ and all moneys recei-ed #y him under the pro-isions of section 322 shall #e paid to that account.

+fficers. O..*0e(s and (em3ne(a)*'n. 331.(1) )he =o-ernor may appoint such additional officers as may #e required for the e"ecution of this *art+ and may remo-e any person so appointed. (-) )he =o-ernor shall direct whether any and what remuneration is to #e allowed to any officer of+ or person performing any duties under this *art in relation to the winding up of companies+ and may -ary+ increase or diminish that remuneration as he thin8s fit.

Re)3(ns 91 '..*0e(s *n 4*nd*n/ 3,. 33-. )he official recei-er and any officer of the .ourt acting in the winding up of companies shall ma8e to the &ccountant6=eneral such returns of their #usiness in connection therewith+ at such times+ and in such manner and form+ as the &ccountant6=eneral may direct+ and from those returns the &ccountant6=eneral may cause #oo8s to #e prepared which shall+ under Regulations made #y the =o-ernor in .ouncil+ #e open for pu#lic information and

1%3

searches.

Rules and Fees. Gene(a+ (3+es and .ees .'( 4*nd*n/ 3,. 333. )he =o-ernor may+ with the ad-ice and assistance of the .hief @ustice+ ma8e general rules for carrying into effect the o#$ects of this :aw so far as it relates to the winding up of companies and for the fees to #e paid in respect of proceedings in relation thereto and the manner the same shall #e collected and accounted for.

PART I - RECEI ERS AND MANAGERS.

D*s23a+*.*0a)*'n '. 9'd1 0'(,'(a)e .'( a,,'*n)men) as (e0e*@e(. 335. & #ody corporate shall not #e qualified for appointment as recei-er of the property of a company+ and any #ody corporate which acts as such a recei-er shall #e lia#le to a fine not e"ceeding one hundred pounds.

D*s23a+*.*0a)*'n '. 3nd*s0&a(/ed 9anD(3,) .('m a0)*n/ as (e0e*@e( '( mana/e(. 336.(1) If any person #eing an undischarged #an8rupt acts as recei-er or manager of the property of a company on #ehalf of de#enture holders+ he shall+ su#$ect to the following su#section+ #e lia#le on con-iction to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine. (-) Su#section ;1< shall not apply to a recei-er or manager where 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< the appointment under which he

acts and the #an8ruptcy were #oth #efore the commencement of this :awD or

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<
made #y order of a .ourt.

he acts under an appointment

Re0e*@e( .'( de9en)3(e &'+de(s '( 0(ed*)'(s. 337. Ahere an application is made to the .ourt to appoint a recei-er on #ehalf of the de#enture holders or other creditors of a company which is #eing wound up #y the .ourt+ the official recei-er may #e so appointed.

Re0e*@e(s and mana/e(s a,,'*n)ed '3) '. C'3().

1%4

33;.(1) & recei-er or manager of the property of a company appointed under the powers contained in any instrument may apply to the .ourt for directions in relation to any particular matter arising in connection with the performance of his functions+ and on any such application the .ourt may gi-e such directions+ or may ma8e such order declaring the rights of persons #efore the .ourt or otherwise+ as the .ourt thin8s $ust. (-) & recei-er or manager of the property of a company appointed as aforesaid shall+ to the same e"tent as if he had #een appointed #y order of a .ourt+ #e personally lia#le on any contract entered into #y him in the performance of his functions+ e"cept in so far as the contract otherwise pro-ides+ and entitled in respect of that lia#ility to indemnity out of the assetsD #ut nothing in this su#section shall #e ta8en as limiting any right to indemnity which he would ha-e apart from this su#section+ or as limiting his lia#ility on contracts entered into without authority or as conferring any right to indemnity in respect of that lia#ility.

N')*.*0a)*'n )&a) (e0e*@e( '( mana/e( a,,'*n)ed. 33<.(1) Ahere a recei-er or manager of the property of a company has #een appointed+ e-ery in-oice+ order for goods or #usiness letter issued #y or on #ehalf of the company or the recei-er or manager or the liquidator of the company+ #eing a document on or in which the name of the company appears+ shall contain a statement that a recei-er or manager has #een appointed. (-) If default is made in complying with the requirements of this section+ the company and any of the following persons who 8nowingly and wilfully authorises or permits the default+ namely+ any officer of the company+ any liquidator of the company and any recei-er or manager+ shall #e lia#le to a fine not e"ceeding twenty pounds.

P'4e( '. C'3() )' .*8 (em3ne(a)*'n 'n a,,+*0a)*'n '. +*23*da)'(. 33=.(1) )he .ourt may+ on an application made to the .ourt #y the liquidator of a company+ #y order fi" the amount to #e paid #y way of remuneration to any person who+ under the powers contained in any instrument+ has #een appointed as recei-er or manager of the property of the company. (-) )he power of the .ourt under su#section ;1< shall+ where no pre-ious order has #een made with respect thereto under that su#section+ 6

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

e"tend to fi"ing the remuneration for any period #efore the ma8ing of the order or the application thereforD and #e e"ercisa#le notwithstanding that the recei-er or manager has died or ceased to act #efore the ma8ing of the order or the application thereforD and where the recei-er or manager has #een paid or has retained for his remuneration for any period #efore the ma8ing of the order any amount in e"cess of that so fi"ed for that period+ e"tend to requiring him or his personal representati-es to account for the e"cess or such part thereof as may #e specified in the orderC *ro-ided that the power conferred #y paragraph ;c< of this su#section shall not

;#########################################<

;ccccccccccccccccccccccccccccccccccccccccc<

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#e e"ercised as respects any period #efore the ma8ing of the application for the order unless in the opinion of the .ourt there are special circumstances ma8ing it proper for the power to #e so e"ercised. (3) )he .ourt may from time to time on an application made either #y the liquidator or #y the recei-er or manager+ -ary or amend an order made under su#section ;1<.

P('@*s*'ns as )' *n.'(ma)*'n 4&e(e (e0e*@e( '( mana/e( a,,'*n)ed. 35>.(1) Ahere a recei-er or manager of the whole or su#stantially the whole of the property of the .ompany ;hereafter in this section and in section 341 referred to as 0the recei-er1< is appointed on #ehalf of the holders of any de#entures of the company secured #y a floating charge+ then su#$ect to the pro-isions of this and of section 341 6

;ddddddddddddddddddddddddddddddddddddddddd<
forthwith send notice to the company of his appointmentD and

the

recei-er

shall

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

there shall+ within fourteen days after receipt of the notice+ or such longer period as may #e allowed #y the .ourt or #y the recei-er+ #e made out and su#mitted to the recei-er in accordance with section 34( a statement in the prescri#ed form as to the affairs of the companyD and the recei-er shall within two months after receipt

;fffffffffffffffffffffffffffffffffffffffff<
of the said statement send 6

;ggggggggggggggggggggggggggggggggggggggggg<

to the registrar of companies and to the .ourt+ a copy of the statement and of any comments he sees fit to ma8e thereon and in the case of the registrar of companies also a summary of the statement and of his comments ;if any< thereonD and to the company+ a copy of any such comments as aforesaid or+ if he does not see fit to ma8e any comment+ a notice to that effectD and to any trustees for the de#enture holders on whose #ehalf he was appointed and+ so far as he is aware of their addresses+ to all such de#enture holders a copy of the said summary.

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;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

)he recei-er shall within two months+ or such longer period as the .ourt may allow after the e"piration of the period of twel-e months from the date of his appointment and of e-ery su#sequent period of twel-e months+ and within two months or such longer period as the .ourt may allow after he ceases to act as recei-er or manager of the property of the company+ send to the registrar of companies+ to any trustees for the de#enture holders of the company on whose #ehalf he was appointed+ to the company and ;so far as he is aware of their addresses< to all such de#enture holders an a#stract in the prescri#ed form showing his receipts and payments during that period of twel-e months or+ where he ceases to act as aforesaid+ during the period from the end of the period to which the last preceding a#stract related up to the date of his so ceasing+ and the aggregate amounts of his receipts and of his payments during all preceding periods since his appointment.

1%

;88888888888888888888888888888888888888888<
powers contained in any instrument+ this section shall ha-e effect 6

Ahere the recei-er is appointed under the

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su#section ;1<D and

with the omission of the references to the .ourt in

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm m< with the su#stitution for the references to the .ourt in su#section ;2< of references to the
registrar of companies+ and in any other case references to the .ourt shall #e ta8en as referring to the .ourt #y which the recei-er was appointed. (5) Su#section ;1< shall not apply in relation to the appointment of a recei-er or manager to act with an e"isting recei-er or arranger or in place of a recei-er or manager dying or ceasing to act+ e"cept that+ where that su#section applies to a recei-er or manager who dies or ceases to act #efore it has #een fully complied with+ the references in paragraphs ;#< and ;c< thereof to the recei-er shall ;su#$ect to su#section ;5<< include references to his successor and to any continuing recei-er or manager. 7othing in this su#section shall #e ta8en as limiting the meaning of the e"pression 0the recei-er1 where used in+ or in relation to+ su#section ;2<.

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)his and section 341+ where the company is #eing wound up+ shall apply notwithstanding that the recei-er or manager and the liquidator are the same person+ #ut with any necessary modifications arising from that fact.

;ooooooooooooooooooooooooooooooooooooooooo<

7othing in su#section ;2< shall #e ta8en to pre$udice the duty of the recei-er to render proper accounts of his receipts and payments to the persons to whom+ and at the times at which+ he may #e required to do so apart from that su#section.

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If the recei-er ma8es default in complying with the requirements of this section+ he shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continues.

S,e0*a+ ,('@*s*'ns as )' s)a)emen) s39m*))ed )' (e0e*@e(. 351.(1) )he statement as to the affairs of a company required #y section 34( to #e su#mitted to the recei-er ;or his successor< shall show as at the date of the recei-er5s appointment the particulars of the company5s asset+ de#ts and lia#ilities+ the names+ residences and occupations of its creditors+ the securities held #y them respecti-ely+ the dates when the securities were respecti-ely gi-en and such further or other information as may #e prescri#ed. (-) )he said statement shall #e su#mitted #y+ and #e -erified #y affida-it of+ one or more of the persons who are at the date of the recei-er5s appointment the directors and #y the person who is at that date the secretary of the company+ or #y such of the persons hereafter in this su#section mentioned as the recei-er ;or his successor<+ su#$ect to the direction of the .ourt+ may require to su#mit and -erify the statement+ that is to say+ persons 6

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officers of the companyD

who are or ha-e #een

1%!

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr< who ha-e ta8en part in the formation of the

company at any time within one year #efore the date of the recei-er5s appointmentD

;sssssssssssssssssssssssssssssssssssssssss<

who are in the employment of the company+ or ha-e #een in the employment of the company within the said year+ and are in the opinion of the recei-er capa#le of gi-ing the information requiredD who are or ha-e #een within the said year officers of or in the employment of a company which is+ or within the said year was+ an officer of the company to which the statement relates.

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&ny person ma8ing the statement and affida-it shall #e allowed+ and shall #e paid #y the recei-er ;or his successor< out of his receipts+ such costs and e"penses incurred in and a#out the preparation and ma8ing of the statement and affida-it as the recei-er ;or his successor< may consider reasona#le+ su#$ect to an appeal to the .ourt.

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Ahere the recei-er is appointed under the powers contained in any instrument+ this section shall ha-e effect with the su#stitution for references to the .ourt of references to the registrar of companiesD and in any other case references to the .ourt shall #e ta8en as referring to the .ourt #y which the recei-er was appointed.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<

If any person without reasona#le e"cuse ma8es default in complying with the requirements of this section+ he shall #e lia#le to a fine not e"ceeding ten pounds for e-ery day during which the default continues.

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successor shall include a continuing recei-er or manager.

References in this section to the recei-er5s

De+*@e(1 )' (e/*s)(a( '. a00'3n)s '. (e0e*@e(s and mana/e(s. 35-.(1) ,"cept where su#section ;2< of section 34( applies+ e-ery recei-er or manager of the property of a company who has #een appointed under the powers contained in any instrument shall+ within one month+ or such longer period as the registrar of companies may allow+ after the e"piration of the period of si" months from the date of his appointment and of e-ery su#sequent period of si" months+ and within one month after he ceases to act as recei-er or manager+ deli-er to the registrar of companies for registration an a#stract in the prescri#ed form showing his receipts and his payments during that period of si" months+ or+ where he ceases to act as aforesaid+ during the period from the end of the period to which the last preceding a#stract related up to the date of his so ceasing+ and the aggregate amount of his receipts and of his payments during all preceding periods since his appointment. (-) ,-ery recei-er or manager who ma8es default in complying with the pro-isions of this section shall #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day during which the default continues.

En.'(0emen) '. d3)1 '. (e0e*@e(s and mana/e(s )' maDe (e)3(ns? e)0. 353.(1) If any recei-er or manager of the property of a company 6

1%%

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

ha-ing made default in filing+ deli-ering or ma8ing any return+ account or other document+ or in gi-ing any notice+ which a recei-er or manager is #y law required to file+ deli-er+ ma8e or gi-e+ fails to ma8e good the default within fourteen days after the ser-ice on him of a notice requiring him to do soD or ha-ing #een appointed under the powers contained in any instrument+ has+ after #eing required at any time #y the liquidator of the company so to do+ failed to render proper accounts of his receipts and payments and to -ouch the same and to pay o-er to the liquidator the amount properly paya#le to him+

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

the .ourt may+ on an application made for the purpose+ ma8e an order directing the recei-er or manager+ as the case may #e+ to ma8e good the default within such time as may #e specified in the order.

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In the case of any such default as is mentioned in paragraph ;a< of su#section ;1<+ an application for the purposes of this section may #e made #y any mem#er or creditor of the company or #y the registrar of companies+ and in the case of any such default as is mentioned in paragraph ;#< of that su#section+ the application shall #e made #y the liquidator+ and in either case the order may pro-ide that all costs of and incidental to the application shall #e #orne #y the recei-er or manager+ as the case may #e.

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7othing in this section shall #e ta8en to pre$udice the operation of any enactments imposing penalties on recei-ers in respect of any such default as is mentioned in su#section ;1<.

C'ns)(30)*'n '. (e.e(en0es )' (e0e*@e(s and mana/e(s. 355. It is here#y declared that+ e"cept where the conte"t otherwise requires+ 6

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any reference in this :aw to a recei-er or manager of the property of a company+ or to a recei-er thereof+ includes a reference to a recei-er or manager+ or ;as the case may #e< to a recei-er+ of part only of that property and to a recei-er only of the income arising from that property or from part thereofD and any reference in this :aw to the appointment of a recei-er or manager under powers contained in any instrument includes a reference to an appointment made under powers which+ #y -irtue of any enactment+ are implied in and ha-e effect as if contained in an instrument.

;dddddddddddddddddddddddddddddddddddddddddd<

PART II - APPLICATION OF LA! TO COMPANIES FORMED OR REGISTERED UNDER FORMER LA!S.

1%'

A,,+*0a)*'n '. La4 )' 0'm,an*es .'(med and (e/*s)e(ed 3nde( .'(me( C'm,an*es La4s. 356. In the application of this :aw to e"isting companies+ it shall apply in the same manner 6

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in the case of a company+ other than a company limited #y guarantee+ as if the company had #een formed and registered under this :aw as a company limited #y shareD in the case of a company limited #y guarantee+ as if the company had #een formed and registered under this :aw as a company limited #y guaranteeC

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*ro-ided that reference+ e"press or implied+ to the date of registration shall #e construed as a reference to the date at which the company was registered under the .ompanies ;:imited :ia#ility< :aw+ or the .ompanies ;:imited #y =uarantee< :aw+ 1'4'+ as the case may #e.

PART III - COMPANIES INCORPORATED OUTSIDE THE COLON".

Provisions as to (stablishment of Place of )usiness in the Colony. A,,+*0a)*'n '. se0)*'ns 35; )' 363. 357. Sections 34! to 353+ #oth inclusi-e+ shall apply to all o-ersea companies+ that is to say+ companies incorporated outside the .olony which+ after the commencement of this :aw+ esta#lish a place of #usiness within the .olony+ and companies incorporated outside the .olony which ha-e+ #efore the commencement of this :aw+ esta#lished a place of #usiness within the .olony and continue to ha-e an esta#lished place of #usiness within the .olony at the commencement of this :aw.

D'03men)s? e)0.? )' 9e de+*@e(ed )' (e/*s)(a( 91 '@e(sea 0'm,an*es 0a((1*n/ 'n 93s*ness *n )&e C'+'n1. 35;.(1) 9-ersea companies which+ after the commencement of this :aw+ esta#lish a place of #usiness within the .olony shall+ within one month of the esta#lishment of the place of #usiness+ deli-er to the registrar of companies for registration 6

;gggggggggggggggggggggggggggggggggggggggggg<

a certified copy of the charter+ statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company+ and+ if the instrument is not written in the ,nglish language+ a certified translation thereofD a list of the directors and secretary of the company containing the particulars mentioned in su#section ;2<D the names and addresses of some one or more persons resident in the .olony authorised to accept on #ehalf of the company ser-ice of

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< ;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

1'(

process and any notices required to #e ser-ed on the company. (-) )he list referred to in paragraph ;#< of su#section ;1< shall contain the following particulars+ that is to sayC6 0a1 with respect to each director+ 6

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in the case of an indi-idual+ his present .hristian name and surname and any former .hristian name or surname+ his usual residential address+ his nationality and his #usiness occupation+ if any+ or if he has no #usiness occupation #ut holds any other directorship or directorships+ particulars of that directorship or of some one of those director6 shipsD and in the case of a corporation+ its corporate name and registered or principal officeD

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0b1

with respect to the secretary or+ where there are $oint secretaries+ with respect to each of them+ 6

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in the case of an indi-idual+ his present .hristian name and surname+ any former .hristian name and surname and his usual residential addressD and

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmm< in the case of a corporation its corporate name and registered office.
*aragraphs ;#< and ;c< of su#section ;'< of section 1'2 shall apply for the purpose of the construction of references in this su#section to present and former .hristian names and surnames as they apply for the purpose of the construction of such references in that section.

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9-ersea companies+ other than those mentioned in su#section ;1<+ shall+ if at the commencement of this :aw they ha-e not deli-ered to the registrar in the case of a company mentioned in su#section ;1< of section 14 of the .ompanies ;:imited :ia#ility< :aw+ the documents and particulars specified in su#section ;1< of that section continue su#$ect to the o#ligation to deli-er those documents and particulars in accordance with the said :aws.

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If any o-ersea company ceases to ha-e a place of #usiness in the .olony+ it shall+ forthwith+ gi-e notice of the fact to the registrar of companies and+ as from the date from which notice is gi-en+ the o#ligation of the company to deli-er any document to the registrar shall cease.

P'4e( '. '@e(sea 0'm,an1 )' &'+d *mm'@a9+e ,(',e()1. 35<. Ahere an o-ersea company has deli-ered to the registrar of companies 6

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in the case of a company to which su#section ;1< of section 34! applies+ the documents and particulars therein mentionedD

1'1

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

in the case of a company mentioned in su#section ;1< of section 14 of the .ompanies ;:imited :ia#ility< :aw+ the documents and particulars specified in su#section ;1< of that section+

it shall ha-e the same power to hold immo-a#le property in the .olony as if it were a company incorporated under this :aw.

Re)3(n )' 9e de+*@e(ed )' (e/*s)(a( 91 '@e(sea 0'm,an1 4&e(e d'03men)s? e)0.? a+)e(ed. 35=. If any alteration is made in 6

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr< the charter+ statutes+ or memorandum and articles

of an o-ersea company or any such instrument as aforesaidD or

;ssssssssssssssssssssssssssssssssssssssssss< ;tttttttttttttttttttttttttttttttttttttttttt<

the directors or secretary of an o-ersea company or the particulars contained in the list of the directors and secretaryD or the names or addresses of the persons authorised to accept ser-ice on #ehalf of an o-ersea company+

the company shall+ within the prescri#ed time+ deli-er to the registrar for registration a return containing the prescri#ed particulars of the alteration.

A00'3n)s '. '@e(sea 0'm,an1. 36>.(1) ,-ery o-ersea company shall+ in e-ery calendar year+ ma8e out a #alance sheet and profit and loss account and+ if the company is a holding company+ group accounts+ in such form+ and containing such particulars and including such documents+ as under the pro-isions of this :aw ;su#$ect+ howe-er+ to any prescri#ed e"ceptions< it would+ if it had #een a company within the meaning of this :aw+ ha-e #een required to ma8e out and lay #efore the company in general meeting+ and deli-er copies of those documents to the registrar of companiesC *ro-ided that a company registered under the law relating to companies for the time #eing in force in =reat 4ritain need not comply with the foregoing pro-isions of this su#section if there is deli-ered to the registrar a certificate signed #y a director and #y the secretary of the company that such company is+ at the date of the certificate+ an e"empt pri-ate company. (-) If any such document as is mentioned in su#section ;1< is not written in the ,nglish language+ there shall #e anne"ed to it a certified translation thereof.

O9+*/a)*'n )' s)a)e name '. '@e(sea 0'm,an1? 4&e)&e( +*m*)ed? and 0'3n)(1 4&e(e *n0'(,'(a)ed. 361. ,-ery o-ersea company shall 6

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in

e-ery

prospectus

1'2

in-iting su#scriptions for its shares or de#entures in the .olony state the country in which the company is incorporatedD and

;------------------------------------------<

conspicuously e"hi#it on e-ery place where it carries on #usiness in the .olony the name of the company and the country in which the company is incorporatedD and

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<
cause the name of the company and of the country in which the company is incorporated to #e stated in legi#le characters in all #ill6heads and letter paper+ and in all notices and other official pu#lications of the companyD and

;""""""""""""""""""""""""""""""""""""""""""<

if the lia#ility of the mem#ers of the company is limited+ cause notice of that fact to #e stated in legi#le characters in e-ery such prospectus as aforesaid and in all #ill6heads+ letter paper+ notices and other official pu#lications of the company in the .olony+ and to #e affi"ed on e-ery place where it carries on its #usiness.

Se(@*0e 'n '@e(sea 0'm,an1. 36-. &ny process or notice required to #e ser-ed on an o-ersea company shall #e sufficiently ser-ed if addressed to any person whose name has #een deli-ered to the registrar under the foregoing pro-isions of this *art and left at or sent #y post to the address which has #een so deli-eredC *ro-ided that 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

where any such company ma8es default in deli-ering to the registrar the name and address of a person resident in the .olony who is authorised to accept on #ehalf of the company ser-ice of process or noticesD or if at any time all the persons whose names and addresses ha-e #een so deli-ered are dead or ha-e ceased so to reside+ or refuse to accept ser-ice on #ehalf of the company+ or for any reason cannot #e ser-ed+

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

a document may #e ser-ed on the company #y lea-ing it at or sending it #y post to any place of #usiness esta#lished #y the company in the .olony.

Pena+)*es. 363. If any o-ersea company fails to comply with any of the foregoing pro-isions of this *art the company+ and e-ery officer or agent of the company who 8nowingly and wilfully authorises or permits the default+ shall #e lia#le to a fine not e"ceeding fifty pounds+ or+ in the case of a continuing offence+ fi-e pounds for e-ery day during which the default continues.

1'3

In)e(,(e)a)*'n '. se0)*'ns 35; )' 363. 365. 3or the purposes of the foregoing pro-isions of this *art 6 the e"pression 0certified1 means certified in the prescri#ed manner to #e a true copy or a correct translationD the e"pression 0director1 in relation to a company includes any person in accordance with whose directions or instructions the directors of the company are accustomed to actD the e"pression 0place of #usiness1 includes a share transfer or share registration officeD the e"pression 0prospectus1 has the same meaning as when used in relation to a company incorporated under this :awD the e"pression 0secretary1 includes any person occupying the position of secretary #y whate-er name called.

Prospectuses. Da)*n/ '. ,('s,e0)3s and ,a()*03+a(s )' 9e 0'n)a*ned )&e(e*n. 366.(1) It shall not #e lawful for any person to issue+ circulate or distri#ute in the .olony any prospectus offering for su#scription shares in or de#entures of a company incorporated or to #e incorporated outside the .olony+ whether the company has or has not esta#lished+ or when formed will or will not esta#lish+ a place of #usiness in the .olony unless the prospectus is dated and 6 0a1 contains particulars with respect to the following mattersC6

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the constituting or defining the constitution of the companyD

instrument

;###########################################<

the enactments+ or pro-isions ha-ing the force of an enactment+ #y or under which the incorporation of the company was effectedD an address in the .olony where the said instrument+ enactments or pro-isions+ or copies thereof+ and if the same are in a foreign language a translation thereof certified in the prescri#ed manner+ can #e inspectedD the date on

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;ddddddddddddddddddddddddddddddddddddddddddd<
which and the country in which the company was incorporatedD

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whether the company has esta#lished a place of #usiness in the .olony+ and+ if so+ the address of its principal office in the .olonyD

0b1

su#$ect to the pro-isions of this section+ states the matters specified in *art I of the

1'4

3ourth Schedule and sets out the reports specified in *art II of that Schedule+ su#$ect always to the pro-isions contained in *art III of that ScheduleC *ro-ided that the pro-isions of su#6paragraphs ;i<+ ;ii< and ;iii< of paragraph ;a< shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence #usiness+ and+ in the application of *art I of the 3ourth Schedule for the purposes of this su#section+ paragraph 2 thereof shall ha-e effect with the su#stitution+ for the reference to the articles+ of a reference to the constitution of the company.

;fffffffffffffffffffffffffffffffffffffffffff< &ny condition requiring or #inding an applicant for shares or

de#entures to wai-e compliance with any requirement imposed #y -irtue of paragraph ;a< or ;#< of su#section ;1<+ or purporting to affect him with notice of any contract+ document or matter not specifically referred to in the prospectus+ shall #e -oid.

;ggggggggggggggggggggggggggggggggggggggggggg<

It shall not #e lawful for any person to issue to any person in the .olony a form of application for shares in or de#entures of such a company or intended company as is mentioned in su#section ;1< unless the form is issued with a prospectus which complies with this *art and the issue whereof in the .olony does not contra-ene the pro-isions of section 35! of this :awC *ro-ided that this su#section shall not apply if it is shown that the form of application was issued in connection with a #ona fide in-itation to a person to enter into an underwriting agreement with respect to the shares or de#entures. (5) In the e-ent of non6compliance with or contra-ention of any of the requirements imposed #y paragraphs ;a< and ;#< of su#section ;1<+ a director or other person responsi#le for the prospectus shall not incur any lia#ility #y reason of the non6compliance or contra-ention+ if 6

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not disclosed+ he pro-es that he was not cognisant thereofD or

as regards any matter

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

he pro-es that the non6compliance or contra-ention arose from an honest mista8e of fact on his partD or the non6compliance or contra-ention was in respect of matters which+ in the opinion of the .ourt dealing with the case+ were immaterial or were otherwise such as ought+ in the opinion of that .ourt+ ha-ing regard to all the circumstances of the case+ reasona#ly to #e e"cusedC

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*ro-ided that+ in the e-ent of failure to include in a prospectus a statement with respect to the matters contained in paragraph 1 of the 3ourth Schedule+ no director or other person shall incur any lia#ility in respect of the failure unless it #e pro-ed that he had 8nowledge of the matters not disclosed. (6) )his section 6

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shall not apply to the issue to e"isting mem#ers or de#enture holders of a company of a prospectus or form of application relating to shares in or de#entures of the company+ whether an applicant for shares or de#entures will or will not ha-e the right to renounce in fa-our of other personsD and e"cept in so far as it requires a prospectus to #e dated+ shall not apply to the issue of a prospectus relating to shares or de#entures which

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1'5

are or are to #e in all respects uniform with shares or de#entures pre-iously issued and for the time #eing dealt in or quoted on a prescri#ed stoc8 e"change+ #ut+ su#$ect as aforesaid+ this section shall apply to a prospectus or form of application whether issued on or with reference to the formation of a company or su#sequently. (7) 7othing in this section shall limit or diminish any lia#ility which any person may incur under the general law or this :aw+ apart from this section.

E80+3s*'n '. se0)*'n 366 and (e+a8a)*'n '. F'3()& S0&ed3+e *n 0ase '. 0e()a*n ,('s,e0)3ses. 367.(1) Ahere 6

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmm< it is proposed to offer to the pu#lic #y a prospectus issued generally any shares in or
de#entures of a company incorporated or to #e incorporated outside the .olony+ whether the company has or has not esta#lished+ or when formed will or will not esta#lish+ a place of #usiness in the .olonyD and

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

application is made to a prescri#ed stoc8 e"change for permission for those shares or de#entures to #e dealt in or quoted on that stoc8 e"change+

there may on the request of the applicant #e gi-en #y or on #ehalf of that stoc8 e"change a certificate of e"emption+ that is to say+ a certificate that+ ha-ing regard to the proposals ;as stated in the request< as to the siEe and other circumstances of the issue of shares or de#entures and as to any limitation on the num#er and class of persons to whom the offer is to #e made+ compliance with the requirements of the 3ourth Schedule would #e unduly #urdensome. (-) If a certificate of e"emption is gi-en+ and if the proposals aforesaid are adhered to and the particulars and information required to #e pu#lished in connection with the application for permission to the stoc8 e"change are so pu#lished+ then 6

;ooooooooooooooooooooooooooooooooooooooooooo<

a prospectus gi-ing the particulars and information aforesaid in the form in which they are so required to #e pu#lished shall #e deemed to comply with the requirements of the 3ourth ScheduleD and e"cept in so far as it requires a prospectus to #e dated+ the last foregoing section shall not apply to any issue+ after the permission applied for is gi-en+ of a prospectus or form of application relating to the shares or de#entures.

;ppppppppppppppppppppppppppppppppppppppppppp<

P('@*s*'ns as )' e8,e()Cs 0'nsen)? and a++')men). 36;.(1) It shall not #e lawful for any person to issue+ circulate or distri#ute in the .olony any prospectus offering for su#scription shares in or de#entures of a company incorporated or to #e incorporated outside the .olony+ whether the company has or has not esta#lished+ or when formed will or will not esta#lish+ a place of #usiness in the .olony+

1'

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

if+ where the prospectus includes a statement purporting to #e made #y an e"pert+ he has not gi-en+ or has #efore deli-ery of the prospectus for registration withdrawn+ his written consent to the issue of the prospectus with the statement included in the form and conte"t in which it is included or there does not appear in the prospectus a statement that he has gi-en and has not withdrawn his consent as aforesaidD or if the prospectus does not ha-e the effect+ where an application is made in pursuance thereof+ of rendering all persons concerned #ound #y all the pro-isions ;other than penal pro-isions< of section 4'+ so far as applica#le.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

(-) In this section the e"pression 0e"pert1 includes engineer+ -aluer+ accountant and any other person whose profession gi-es authority to a statement made #y him+ and for the purposes of this section a statement shall #e deemed to #e included in a prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or #y reference incorporated therein or issued therewith.

Re/*s)(a)*'n '. ,('s,e0)3s. 36<.(1) It shall not #e lawful for any person to issue+ circulate or distri#ute in the .olony any prospectus offering for su#scription shares in or de#entures of a company incorporated or to #e incorporated outside the .olony+ whether the company has or has not esta#lished+ or when formed will or will not esta#lish+ a place of #usiness in the .olony+ unless #efore the issue+ circulation or distri#ution of the prospectus in the .olony+ a copy thereof certified #y the chairman and two other directors of the company as ha-ing #een appro-ed #y resolution of the managing #ody has #een deli-ered for registration to the registrar of companies+ and the prospectus states on the face of it that a copy has #een so deli-ered+ and there is endorsed on or attached to the copy 6

;sssssssssssssssssssssssssssssssssssssssssss< any consent to the issue of the prospectus

required #y section 35!D

;ttttttttttttttttttttttttttttttttttttttttttt<

a copy of any contract required #y paragraph 14 of the 3ourth Schedule to #e stated in the prospectus or+ in the case of a contract not reduced into writing+ a memorandum gi-ing full particulars thereof or+ if in the case of a prospectus deemed #y -irtue of a certificate granted under section 33 to comply with the requirements of that Schedule+ a contract or a copy thereof or a memorandum of a contract is required to #e a-aila#le for inspection in connection with the application under that section to the stoc8 e"change in question+ a copy or+ as the case may #e+ a memorandum of that contractD and where the persons ma8ing any report required #y *art II of that Schedule ha-e made therein or ha-e+ without gi-ing the reasons+ indicated therein any such ad$ustments as are mentioned in paragraph 2' of that Schedule+ a written statement signed #y those persons setting out the ad$ustments and gi-ing the reasons therefor.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

(-) )he references in paragraph ;#< of su#section ;1< to the copy of a contract required there#y to #e endorsed on or attached to a copy of the prospectus shall+ in the case of a contract wholly or partly in a foreign language+ #e

1'!

ta8en as references to a copy of a translation of the contract in ,nglish or a copy em#odying a translation in ,nglish of the parts in a foreign language+ as the case may #e+ #eing a translation certified in the prescri#ed manner to #e a correct translation+ and the reference to a copy of a contract required to #e a-aila#le for inspection shall include a reference to a copy of a translation thereof or a copy em#odying a translation of parts thereof.

Pena+)1 .'( 0'n)(a@en)*'n '. se0)*'ns 366 )' 36<. 36=. &ny person who is 8nowingly responsi#le for the issue+ circulation or distri#ution of a prospectus+ or for the issue of a form of application for shares or de#entures+ in contra-ention of any of the pro-isions of sections 355 to 35% shall #e lia#le to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

C*@*+ +*a9*+*)1 .'( m*s-s)a)emen)s *n ,('s,e0)3s. 37>. Section 43 shall e"tend to e-ery prospectus offering for su#scription shares in or de#entures of a company incorporated or to #e incorporated outside the .olony+ whether the company has or has not esta#lished+ or when formed will or will not esta#lish+ a place of #usiness in the .olony+ with the su#stitution+ for references to section 4(+ of references to section 35!.

In)e(,(e)a)*'n '. ,('@*s*'ns as )' ,('s,e0)3ses. 371.(1) Ahere any document #y which any shares in or de#entures of a company incorporated outside the .olony are offered for sale to the pu#lic would+ if the company concerned had #een a company within the meaning of this :aw+ ha-e #een deemed #y -irtue of section 45 to #e a prospectus issued #y the company+ that document shall #e deemed to #e+ for the purposes of this *art+ a prospectus issued #y the company.

;-------------------------------------------<

&n offer of shares or de#entures for su#scription or sale to any person whose ordinary #usiness it is to #uy or sell shares or de#entures+ whether as principal or agent+ shall not #e deemed an offer to the pu#lic for the purposes of this *art.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<

In this *art the e"pressions 0prospectus1+ 0shares1 and 0de#entures1 ha-e the same meaning as when used in relation to a company incorporated under this :aw.

,inding -p. !*nd*n/ 3, '. '@e(sea 0'm,an*es. 37-. Ahere a company is incorporated outside the Repu#lic which is carrying on #usiness in same or which ha-ing carried #usiness in the Repu#lic ceases to carry on same may #e wound up #y the .ourt under the pro-isions of this :aw+ notwithstanding that it has #een dissol-ed or otherwise ceased to e"ist as a company #y -irtue of the laws of the country under it was incorporated.

1'%

PART I$ - GENERAL PRO ISIONS AS TO REGISTRATION.

Re/*s)(a)*'n '..*0es. 373.(1) 3or the purposes of the registration of companies under this :aw+ there shall #e an office in the .olony at such place as the =o-ernor thin8s fit.

;"""""""""""""""""""""""""""""""""""""""""""<

)he =o-ernor may appoint such registrars+ assistant registrars+ cler8s and ser-ants as the =o-ernor thin8s necessary for the registration of companies under this :aw+ and may ma8e regulations with respect to their duties+ and may remo-e any persons so appointed.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< ;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

)he =o-ernor may direct a seal or seals to #e prepared for the authentication of documents required for or connected with the registration of companies. Ahene-er any act is #y this :aw directed to #e done to or #y the registrar of companies+ it shall+ until the =o-ernor otherwise directs+ #e done to or #y the e"isting registrar of companies+ or in his a#sence to or #y such person as the =o-ernor may for the time #eing authoriseC *ro-ided that+ in the e-ent of the =o-ernor altering the constitution of the e"isting registry office+ any such act shall #e done to or #y such officer and at such place with reference to the local situation of the registered offices of the companies to #e registered as the =o-ernor may appoint.

Fees. 375. &ll fees and dues paid to the Registrar shall #e paid to him to the )reasury of the Repu#lic.

Ins,e0)*'n? ,('d30)*'n and e@*den0e '. d'03men)s De,) 91 (e/*s)(a(. 376.(1) &ny person may 6

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< inspect the documents 8ept #y

the registrar of companies+ on payment of such fee as may #e appointed #y the =o-ernorD

;############################################<

require a certificate of the incorporation of any company+ or a copy or e"tract of any other document or any part of any other document+ to #e certified #y the registrar+ on payment for the certificate+ certified copy or e"tract of such fees as the =o-ernor may appointC *ro-ided that+ 6

;cccccccccccccccccccccccccccccccccccccccccccc< in

relation

to

1''

documents deli-ered to the registrar with a prospectus in pursuance of su#6paragraph ;i< of paragraph ;#< of su#section ;1< of section 41+ the rights conferred #y this su#section shall #e e"ercisa#le only during the fourteen days #eginning with the date of pu#lication of the prospectus or with the permission of the =o-ernor+ and in relation to documents so deli-ered in pursuance of paragraph ;#< of su#section ;1< of section 35% the said rights shall #e e"ercisa#le only during the fourteen days #eginning with the date of the prospectus or with the permission of the =o-ernorD and

;dddddddddddddddddddddddddddddddddddddddddddd<

the right conferred #y paragraph ;a< of this su#section shall not e"tend to any copy sent to the registrar under section 34( of a statement as to the affairs of a company or of any comments of the recei-er or his successor or a continuing recei-er or manager thereon+ #ut only to the summary thereof+ e"cept where the person claiming the right either is or is the agent of a person stating himself in writing to #e a mem#er or creditor of the company to which the statement relates+ and the right conferred #y paragraph ;#< of this su#section shall #e similarly limited.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< 7o process for compelling the production of any

document 8ept #y the registrar shall issue from any .ourt e"cept with the lea-e of that .ourt+ and any such process if issued shall #ear thereon a statement that it is issued with the lea-e of the .ourt.

;ffffffffffffffffffffffffffffffffffffffffffff< & copy of+ or e"tract from+ any document 8ept and registered at the
office for the registration of companies+ certified to #e a true copy under the hand of the registrar or other officer duly authorised #y him ;whose official position it shall not #e necessary to pro-e<+ shall in all legal proceedings #e admissi#le in e-idence as of equal -alidity with the original document.

;gggggggggggggggggggggggggggggggggggggggggggg<

&ny person untruthfully stating himself in writing for the purposes of pro-iso ;ii< to su#section ;1< to #e a mem#er or creditor of a company shall #e lia#le to a fine not e"ceeding fifty pounds.

En.'(0emen) '. d3)1 '. 0'm,an1 )' maDe (e)3(ns )' (e/*s)(a(. 377.(1) If a company+ ha-ing made default in complying with any pro-ision of this :aw which requires it to file with+ deli-er or send to the registrar of companies any return+ account or other document+ or to gi-e notice to him of any matter+ fails to ma8e good the default within fourteen days after the ser-ice of a notice on the company requiring it to do so+ the .ourt may+ on an application made to the .ourt #y any mem#er or creditor of the company or #y the registrar of companies+ ma8e an order directing the company and any officer thereof to ma8e good the default within such time as may #e specified in the order.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

&ny such order may pro-ide that all costs of and incidental to the application shall #e #orne #y the company or #y any officers of the company responsi#le for the default.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

7othing in this section shall #e ta8en to pre$udice the operation of any enactment imposing penalties on a company or its officers in respect of any such default as aforesaid.

2((

PART $ - MISCELLANEOUS PRO ISIONS !ITH RESPECT TO BAN%ING COMPANIES AND CERTAIN ASSOCIATIONS.

P('&*9*)*'n '. 9anD*n/ 4*)& m'(e )&an )en mem9e(s. 37;. 7o company or association consisting of more than ten persons shall #e formed for the purpose of carrying on the #usiness of #an8ing+ unless it is registered as a company under this :aw+ or is formed in pursuance of some other :aw+ in force for the time #eing.

P(*@*+e/es '. 9anDs maD*n/ ann3a+ (e)3(n. 37<.(1) Ahere a company carrying on the #usiness of #an8ers has duly forwarded to the registrar of companies the annual return required #y section 11% and has added thereto a statement of the names of the se-eral places where it carries on #usiness+ the company shall #e deemed to #e a 0#an81 and 0#an8ers1 within the meaning of the 4an8ers5 4oo8s ,-idence &ct+ 1%!'. (-) )he fact of the said annual return and statement ha-ing #een duly forwarded may #e pro-ed in any legal proceedings #y the certificate of the registrar.

P39+*0a)*'n '. ,e(*'d*0a+ s)a)emen)s 91 9anD*n/ 0'm,an*es? e)0. 37=.(1) ,-ery company+ #eing a #an8ing company or a deposit+ pro-ident or #enefit society+ shall+ #efore it commences #usiness+ and also on the first Monday in 3e#ruary and the first )uesday in &ugust in e-ery year during which it carries on #usiness+ ma8e a statement in the form set out in the ,le-enth Schedule+ or as near thereto as circumstances admit.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

& copy of the statement shall #e put up in a conspicuous place in the registered office of the company+ and in e-ery #ranch office or place where the #usiness of the company is carried on.

;88888888888888888888888888888888888888888888< ;llllllllllllllllllllllllllllllllllllllllllll<

,-ery mem#er and e-ery creditor of the company shall #e entitled to a copy of the statement+ on payment of a sum not e"ceeding twenty fi-e mils. If default is made in complying with this section+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

P('&*9*)*'n '. ass'0*a)*'n 4*)& m'(e )&an )4en)1 mem9e(s. 3;>. 7o association+ consisting of more than twenty persons shall #e formed for the purpose of carrying on any #usiness ;other than the #usiness of #an8ing< that has for its o#$ect the acquisition of gain #y the association+ or #y the indi-idual mem#ers thereof+ unless it is registered as a company under this :aw+ or is formed in pursuance of some other :aw+ in force for the time #eing.

2(1

PART $I - GENERAL

F'(m '. (e/*s)e(s? e)0. 3;1.(1) &ny register+ inde"+ minute #oo8 or #oo8 of account required #y this :aw to #e 8ept #y a company may #e 8ept either #y ma8ing entries in #ound #oo8s or #y recording the matters in question in any other manner. (-) Ahere any such register+ inde"+ minute #oo8 or #oo8 of account is not 8ept #y ma8ing entries in a #ound #oo8+ #ut #y some other means+ adequate precautions shall #e ta8en for guarding against falsification and facilitating its disco-ery+ and where default is made in complying with this su#section+ the company and e-ery officer of the company who is in default shall #e lia#le to a fine not e"ceeding fifty pounds and further shall #e lia#le to a default fine.

Se(@*0e '. d'03men)s 'n a 0'm,an1. 3;-. & document may #e ser-ed on a company #y lea-ing it at or sending it #y post to the registered office of the company.

+ffences. Pena+)1 .'( .a+se s)a)emen)s. 3;3. If any person in any return+ report+ certificate+ #alance sheet+ or other document+ required #y or for the purposes of any of the pro-isions of this :aw specified in the )welfth Schedule+ wilfully ma8es a statement false in any material particular+ 8nowing it to #e false+ he shall #e guilty of an offence+ and shall #e lia#le on con-iction to imprisonment not e"ceeding two years or to a fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

Pena+)1 .'( *m,(',e( 3se '. 4'(d A+*m*)edB. 3;5. If any person or persons trade or carry on #usiness under any name or title of which 0limited1+ or any contraction or imitation of that word+ is the last word+ that person or those persons shall+ unless duly incorporated with limited lia#ility+ #e lia#le to a fine not e"ceeding fi-e pounds for e-ery day upon which that name or title has #een used.

P('@*s*'n 4*)& (es,e0) )' de.a3+) .*nes and mean*n/ '. A'..*0e( *n de.a3+)B. 3;6.(1) Ahere #y any enactment in this :aw it is pro-ided that a company and e-ery officer of the company who is in default shall #e lia#le to a default fine+ the company and e-ery such officer shall+ for e-ery day during which the

2(2

default+ refusal or contra-ention continues+ #e lia#le to a fine not e"ceeding such amount as is specified in the said enactment+ or+ if the amount of the fine is not so specified+ to a fine not e"ceeding fi-e pounds. (-) 3or the purpose of any enactment in this :aw which pro-ides that an officer of a company who is in default shall #e lia#le to a fine or penalty+ the e"pression 0officer who is in default1 means any officer of the company who 8nowingly and wilfully authorises or permits the default+ refusal or contra-ention mentioned in the enactment.

P('d30)*'n and *ns,e0)*'n '. 9''Ds 4&e(e '..en0e s3s,e0)ed. 3;7.(1) If on an application made to a mem#er of a 2istrict .ourt in .ham#ers #y or on #ehalf of the &ttorney6 =eneral+ the registrar of companies+ the official recei-er or a *olice 9fficer a#o-e the ran8 of Inspector+ there is shown to #e reasona#le cause to #elie-e that any person has+ while an officer of a company+ committed an offence in connection with the management of the company5s affairs and that e-idence of the commission of the offence is to #e found in any #oo8s or papers of or under the control of the company+ an order may #e made 6

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmm< authorising any person named therein to inspect the said #oo8s or papers or any
of them for the purpose of in-estigating and o#taining e-idence of the offenceD or

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

requiring the secretary of the company or such other officer thereof as may #e named in the order to produce the said #oo8s or papers or any of them to a person named in the order at a place so named.

;oooooooooooooooooooooooooooooooooooooooooooo<

Su#section ;1< shall apply also in relation to any #oo8s or papers of a person carrying on the #usiness of #an8ing so far as they relate to the company5s affairs+ as it applies to any #oo8s or papers of or under the control of the company+ e"cept that no such order as is referred to in paragraph ;#< thereof shall #e made #y -irtue of this su#section.

;pppppppppppppppppppppppppppppppppppppppppppp<
.ourt under this section shall not #e appeala#le.

)he decision of a mem#er of a 2istrict

#3(*sd*0)*'n '. D*s)(*0) C'3() *n 0'n)*n3*n/ '..en0es. 3;;. Ahene-er under this :aw any offence is punisha#le with a fine for e-ery day during which the default+ refusal or contra-ention constituting the offence continues+ such offence shall #e tria#le #y a *resident of a 2istrict .ourt or a 2istrict @udge+ notwithstanding anything in any other :aw contained and notwithstanding that the aggregate amount of the fine which may #e imposed is otherwise #eyond the $urisdiction of such *resident of the 2istrict .ourt or 2istrict @udge.

P('@*s*'ns as )' '..en0es ,3n*s&a9+e s'+e+1 91 .*ne. 3;<.(1) &ll offences under this :aw made punisha#le solely #y any fine may #e prosecuted at any time within twel-e months from the date on which e-idence sufficient in the opinion of a :aw 9fficer to $ustify the proceedings

2(3

comes to his 8nowledgeC *ro-ided that proceedings shall not #e so ta8en more than three years after the commission of the offence.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

3or the purposes of su#section ;1<+ a certificate of a :aw 9fficer as to the date on which such e-idence as aforesaid came to his 8nowledge shall #e conclusi-e e-idence thereof.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

Su#section ;1<+ so far as it relates to the time within which proceedings may #e ta8en+ and su#section ;2< shall apply to proceedings in respect of offences which under the .ompanies ;:imited :ia#ility< :aws+ 1'22 to 1'44+ and the .ompanies ;:imited #y =uarantee< :aw+ 1'4'+ are tria#le summarily as it applies to proceedings in respect of the offences mentioned in the said su#section ;1<C *ro-ided that this su#section shall not ha-e effect in relation to any proceedings if the time allowed under the said :aws apart from this section for ta8ing them had already e"pired #efore the commencement of this :aw.

A,,+*0a)*'n '. .*nes. 3;=. )he .ourt imposing any fine under this :aw may direct that the whole or any part thereof shall #e applied in or towards payment of the costs of the proceedings+ or in or towards the rewarding the person on whose information or at whose suit the fine is reco-ered+ and su#$ect to any such direction all fines under this :aw shall #e paid into the )reasury.

Sa@*n/ as )' ,(*@a)e ,('se03)'(s. 3<>. 7othing in this :aw relating to the institution of criminal proceedings #y or on #ehalf of the &ttorney6=eneral shall #e ta8en to preclude any person from instituting or carrying on any such proceedings.

Sa@*n/ .'( ,(*@*+e/ed 0'mm3n*0a)*'ns. 3<1. Ahere proceedings are instituted under this :aw against any person #y or on #ehalf of the &ttorney6=eneral+ nothing in this :aw shall #e ta8en to require any person who has acted as ad-ocate for the defendant to disclose any pri-ileged communication made to him in that capacity.

egal Proceedings. C's)s *n a0)*'ns 91 0e()a*n 0'm,an*es. 3<-. Ahere a company is plaintiff in any action or other legal proceeding+ any $udge ha-ing $urisdiction in the matter may+ if it appears #y credi#le testimony that there is reason to #elie-e that the company will #e una#le to pay the costs of the defendant if successful in his defence+ require sufficient security to #e gi-en for those costs+ and may stay all proceedings until the security is gi-en.

2(4

P'4e( '. C'3() )' /(an) (e+*e. *n 0e()a*n 0ases. 3<3.(1) If in any proceeding for negligence+ default+ #reach of duty or #reach of trust against an officer of a company or a person employed #y a company as auditor ;whether he is or is not an officer of the company< it appears to the .ourt hearing the case that that officer or person is or may #e lia#le in respect of the negligence+ default+ #reach of duty or #reach of trustD #ut that he has acted honestly and reasona#ly+ and that+ ha-ing regard to all the circumstances of the case+ including those connected with his appointment+ he ought fairly to #e e"cused for the negligence+ default+ #reach of duty or #reach of trust+ that .ourt may relie-e him+ either wholly or partly+ from his lia#ility on such terms as the .ourt may thin8 fit. (-) Ahere any such officer or person aforesaid has reason to apprehend that any claim will or might #e made against him in respect of any negligence+ default+ #reach of duty or #reach of trust+ he may apply to the .ourt for relief+ and the .ourt on any such application shall ha-e the same power to relie-e him as under this section it would ha-e had if it had #een a .ourt #efore which proceedings against that person for negligence+ default+ #reach of duty or #reach of trust had #een #rought.

P'4e( )' en.'(0e '(de(s. 3<5. 9rders made #y a .ourt under this :aw may #e enforced in the same manner as orders made in an action pending therein.

General Provisions as to Governor. A3)&en)*0a)*'n '. d'03men)s *ss3ed 91 )&e G'@e(n'(. 3<6. &ny appro-al+ sanction or licence or re-ocation of licence which under this :aw may #e gi-en or made #y the =o-ernor may #e under the hand of the .olonial Secretary+ or of any person authorised in that #ehalf #y the =o-ernor.

D'03men)s made '( *ss3ed 91 G'@e(n'( )' 9e e@*den0e. 3<7. &ll documents made or issued for the purposes of this :aw #y the =o-ernor or any person authorised in that #ehalf #y him shall #e recei-ed in e-idence without further proof.

P'4e( )' G'@e(n'( *n C'3n0*+ )' maDe (e/3+a)*'ns. 3<;.(1) )he =o-ernor in .ouncil shall ha-e power to ma8e regulations 6

;ssssssssssssssssssssssssssssssssssssssssssss< in respect of all matters stated or required

in this :aw to #e prescri#edD

2(5

;tttttttttttttttttttttttttttttttttttttttttttt<
the pro-isions of this :awD

prescri#ing forms to #e used for any matter under

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

altering or adding to the requirements of this :aw as to the matters to #e stated in a #alance sheet+ profit and loss account and group accounts and+ in particular+ of those of the ,ighth ScheduleD and any reference in this :aw to the said ,ighth Schedule shall #e considered as a reference to that Schedule with any alterations or additions made #y regulations for the time #eing in force under this su#sectionD defining the fees and dues which must #e paid #y -irtue of any pro-ision or in relation to any pro-isions of this :aw or generally #y companies or in relation to them and pro-iding that the manner of payment of such fees and dues+ that is to say in cash or #y stamps or any of same in cash and others #y stamps shall #e as the Registrar may determine from time to time.

;--------------------------------------------<

(-)

)he =o-ernor in .ouncil may #y regulations 6

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww w< alter )a#le &+ and the 3orm in the ,le-enth ScheduleD and ;""""""""""""""""""""""""""""""""""""""""""""<
alter or add to )a#les 4+ . and 2 in the 3irst Schedule and the forms in the Second Schedule and *art II of the Si"th Schedule+

#ut no alteration made #y the =o-ernor in .ouncil in )a#le & shall affect any company registered #efore the alteration+ or repeal as respects that company any portion of that )a#le.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

7o regulations shall #e made under su#section ;1< so as to render more onerous the requirements therein referred to+ unless a draft of the regulations has #een pu#lished in the Ga3ette.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< Regulations issued #y -irtue of this section are

deposited at the Bouse of Representati-es. If within thirty days of this deposit the Bouse of Representati-es does not amend or cancel the Regulations thus deposited wholly or in part+ then+ immediately after the e"piry of the a#o-e time+ they are pu#lished in the Ga3ette and are enforced #y this pu#lication. In case of amendment of same+ wholly or in part+ #y the Bouse of Representati-es+ they are pu#lished in the Ga3ette as amended and are enforced #y this pu#lication.

#upplemental. C'ns)(30)*'n '. (e.e(en0es *n ')&e( La4s )' 0'm,an*es (e/*s)e(ed 3nde( )&e .'(me( C'm,an*es La4s. 3<<. 7otwithstanding su#section ;1< of section 11 of the Interpretation :aw ;which pro-ides that where a :aw repeals and re6enacts+ with or without modification+ any pro-isions of a former :aw+ references in any other :aw to the pro-isions so repealed shall+ unless the contrary intention appears+ #e construed as references to the pro-isions so re6enacted<+ references in any :aw other than this :aw to a company formed and registered under the .ompanies ;:imited :ia#ility< :aws+ 1'22 to 1'44+ or the .ompanies ;:imited #y =uarantee< :aw+ 1'4'+ shall+ unless the

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conte"t otherwise requires+ #e construed as references to a company formed and registered under those :aws or this :aw.

Sa@*n/s. 3<=.(1) 7othing in this :aw shall affect any 9rder in .ouncil+ order+ rule+ regulation+ appointment+ con-eyance+ charge+ mortgage+ deed or agreement made+ resolution passed+ direction gi-en+ proceeding ta8en+ instrument issued or thing done under any former enactment relating to companies+ #ut any such 9rder in .ouncil+ order+ rule+ regulation+ appointment+ con-eyance+ charge+ mortgage+ deed+ agreement+ resolution+ direction+ proceeding+ instrument or thing shall+ if in force at the commencement of this :aw+ continue in force+ and so far as it could ha-e #een made+ passed+ gi-en+ ta8en+ issued or done under this :aw shall ha-e effect as if made+ passed+ gi-en+ ta8en+ issued or done under this :aw.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< 7othing in this :aw shall affect any prosecution

instituted under the pro-isions of any former enactment relating to companies.

;#############################################< 7othing in this :aw shall affect 6 ;ccccccccccccccccccccccccccccccccccccccccccccc< the pro-isions of section 55 of
the )rade /nions :aw ;which a-oids the registration of a trade union under the enactments relating to companies<D

;ddddddddddddddddddddddddddddddddddddddddddddd< the pro-isions of any

2efence Regulations ha-ing effect under the pro-isions of the Supplies and Ser-ices ;)ransitional *owers< ;.yprus< 9rder+ 1'4 + which continues in force #y the Supplies and Ser-ices ;.ontinuance< 9rder+ 1'5(.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< &ny document referring to any former enactment

relating to companies shall #e construed as referring to the corresponding enactment of this :aw.

;fffffffffffffffffffffffffffffffffffffffffffff< &ny person appointed to any office under or #y -irtue of any former
enactment relating to companies shall #e deemed to ha-e #een appointed to that office under or #y -irtue of this :aw.

;ggggggggggggggggggggggggggggggggggggggggggggg< &ny register 8ept under any former

enactment relating to companies shall #e deemed part of the register to #e 8ept under the corresponding pro-isions of this :aw.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< &ll funds and accounts constituted under

this :aw shall #e deemed to #e in continuation of the corresponding funds and accounts constituted under the former enactments relating to companies.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

7othing in this :aw shall affect 6 the incorporation of any company registered under

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<
any enactment here#y repealedD

;888888888888888888888888888888888888888888888< the

regulations

2(!

contained in )a#le & made under the former enactments relating to companies+ so far as the same apply to any company e"isting at the commencement of this :aw.

;lllllllllllllllllllllllllllllllllllllllllllll<

Ahere any offence+ #eing an offence for the continuance of which a penalty was pro-ided+ has #een committed under any former enactment relating to companies+ proceedings may #e ta8en under this :aw in respect of the continuance of the offence after the commencement of this :aw+ in the same manner as if the offence had #een committed under the corresponding pro-isions of this :aw.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm< Sa-e
to the e"tent to which it is otherwise pro-ided #y su#section ;4< the mention of particular matters in this section shall #e without pre$udice to the general application of section 11 of the Interpretation :aw with respect to the effect of repeals.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< In this section the e"pression 0former

enactment relating to companies1 means the .ompanies ;:imited :ia#ility< :aw+ and the .ompanies ;:imited #y =uarantee< :aw+ 1'4'.

P('@*s*'ns as )' 4*nd*n/-3, ,('0eed*n/s 0'mmen0ed 9e.'(e )&e da)e '. 0'mmen0emen) '. )&e La4. 3=>.(1) )he pro-isions of this :aw with respect to winding up ;other than section 315 as applied for the purposes of section 3%' and su#section ;2< of this section< shall not apply to any company of which the winding up commenced #efore the date of the commencement of this :aw #ut any such company shall #e wound up in the same manner and with the same incidents as if this :aw ;apart from the enactments aforesaid< had not passed+ and+ for the purposes of the winding up+ the :aws+ under which the winding up commenced shall #e deemed to remain in full force. (-) & copy of e-ery order staying the proceedings in a winding up commenced as aforesaid shall forthwith #e forwarded #y the company+ or otherwise as may #e prescri#ed+ to the registrar of companies+ who shall ma8e a minute of the order in his #oo8s relating to the company.

Ins3(an0e 93s*ness n') a++'4ed. 3=1. 7o company may #e incorporated under this :aw for the purpose of carrying on the #usiness of assurance either with or without any other #usiness.

Da)e '. 0'mmen0emen). 3=-. )his :aw came into operation on the 1st day of @uly+ 1'51.

2(%

SCHEDULES. FIRST SCHEDULE. 0'ables A! )! C and " 2 #ections 4 and 56.1

TABLE A. PART 1.- REGULATIONS FOR MANAGEMENT OF A COMPAN" LIMITED B" SHARES? NOT BEING A PRI ATE COMPAN". $nterpretation. 1. In these regulationsC6 0the :aw1 means the .ompanies :aw+ .ap. 113. 0the seal1 means the common seal of the company. 0secretary1 means any person appointed to perform the duties of the secretary of the company. 0.olony1 means the .olony of .yprus. ,"pressions referring to writing shall+ unless the contrary intention appears+ #e construed as including references to printing+ lithography+ photography+ and other modes of representing or reproducing words in a -isi#le form. /nless the conte"t otherwise requires+ words or e"pressions contained in these regulations shall #ear the same meaning as in the :aw or any statutory modification thereof in force at the date at which these regulations #ecome #inding on the company.

#hare Capital and %ariation of Rights.

;ooooooooooooooooooooooooooooooooooooooooooooo< Aithout pre$udice to any special rights

pre-iously conferred on the holders of any e"isting shares or class of shares+ any share in the company may #e issued with such preferred+ deferred or other special rights or such restrictions+ whether in regard to di-idend+ -oting+ return of capital or otherwise as the company may from time to time #y ordinary resolution determine.

;ppppppppppppppppppppppppppppppppppppppppppppp< Su#$ect to the pro-isions of section 5! of

the :aw+ any preference shares may+ with the sanction of an ordinary resolution+ #e issued on the terms that they are+ or at the option of the company are lia#le+ to #e redeemed on such terms and in such manner as the company #efore the issue of the shares may #y special resolution determine.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< If at any time the share capital is di-ided

into different classes of shares+ the rights attached to any class ;unless otherwise pro-ided #y the terms of issue of the shares of that class< may+ whether or not the company is #eing wound up+ #e -aried with the consent in writing of the holders of three6fourths of the issued shares of that class+ or with the sanction of an e"traordinary resolution

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passed at a separate general meeting of the holders of the shares of the class. )o e-ery such separate general meeting the pro-isions of these regulations relating to general meetings shall apply+ #ut so that the necessary quorum shall #e two persons at least holding or representing #y pro"y one6third of the issued shares of the class and that any holder of shares of the class present in person or #y pro"y may demand a poll.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

)he rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not+ unless otherwise e"pressly pro-ided #y the terms of issue of the shares of that class+ #e deemed to #e -aried #y the creation or issue of further shares ran8ing pari passu therewith.

;sssssssssssssssssssssssssssssssssssssssssssss<

)he company may e"ercise the powers of paying commissions conferred #y section 52 of the :aw+ pro-ided that the rate per cent or the amount of the commission paid or agreed to #e paid shall #e disclosed in the manner required #y the said section and the rate of the commission shall not e"ceed the rate of 1( per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 1( per cent of such price ;as the case may #e<. Such commission may #e satisfied #y the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. )he company may also on any issue of shares pay such #ro8erage as may #e lawful.

;ttttttttttttttttttttttttttttttttttttttttttttt<

,"cept as required #y law+ no person shall #e recognised #y the company as holding any share upon any trust+ and the company shall not #e #ound #y or #e compelled in any way to recognise ;e-en when ha-ing notice thereof< any equita#le+ contingent+ future or partial interest in any share or any interest in any fractional part of a share or ;e"cept only as #y these regulations or #y law otherwise pro-ided< any other rights in respect of any share e"cept an a#solute right to the entirety thereof in the registered holder.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< ,-ery person whose name is entered as a

mem#er in the register of mem#ers shall #e entitled without payment to recei-e within two months after allotment or lodgment of transfer ;or within such other period as the conditions of issue shall pro-ide< one certificate for all his shares or se-eral certificates each for one or more of his shares upon payment of 125 mils. for e-ery certificate after the first or such less sum as the directors shall from time to time determine. ,-ery certificate shall #e under the seal and shall specify the shares to which it relates and the amount paid up thereon. *ro-ided that in respect of a share or shares held $ointly #y se-eral persons the company shall not #e #ound to issue more than one certificate+ and deli-ery of a certificate for a share to one of se-eral $oint holders shall #e sufficient deli-ery to all such holders.

;---------------------------------------------< If a share certificate #e defaced+ lost or

destroyed+ it may #e renewed on payment of a fee of 125 mils. or such less sum and on such terms ;if any< as to e-idence and indemnity and the payment of out6of6poc8et e"penses of the company of in-estigating e-idence as the directors thin8 fit.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<

)he company shall not gi-e+ whether directly or indirectly+ and whether #y means of a loan+ guarantee+ the pro-ision of security or otherwise+ any financial assistance for the purpose of or in connection with a purchase or su#scription made or to #e made #y any person of or for any shares in the company or in its holding company nor shall the company ma8e a loan for any purpose whatsoe-er on the security of its shares or those of its holding company+ #ut nothing in this regulation shall prohi#it transactions mentioned in the pro-iso to section 53;1< of the :aw.

ien.

;"""""""""""""""""""""""""""""""""""""""""""""< )he company shall ha-e a first and

paramount lien on e-ery share ;not #eing a fully paid share< for all moneys ;whether presently paya#le or not< called or paya#le at a fi"ed time in respect of that share+ and the .ompany shall also ha-e a first and paramount lien on all

21(

shares ;other than fully paid shares< standing registered in the name of a single person for all moneys presently paya#le #y him or his estate to the companyD #ut the directors may at any time declare any share to #e wholly or in part e"empt from the pro-isions of this regulation. )he company5s lien+ if any+ on a share shall e"tend to all di-idends paya#le thereon.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< )he company may sell+ in such manner as

the directors thin8 fit+ any shares on which the company has a lien+ #ut no sale shall #e made unless a sum in respect of which the lien e"ists is presently paya#le+ nor until the e"piration of fourteen days after a notice in writing+ stating and demanding payment of such part of the amount in respect of which the lien e"ists as is presently paya#le+ has #een gi-en to the registered holder for the time #eing of the share+ or the person entitled thereto #y reason of his death or #an8ruptcy.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< )o gi-e effect to any such sale the directors may

authorise some person to transfer the shares sold to the purchaser thereof. )he purchaser shall #e registered as the holder of the shares comprised in any such transfer+ and he shall not #e #ound to see to the application of the purchase money+ nor shall his title to the shares #e affected #y any irregularity or in-alidity in the proceedings in reference to the sale.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

)he proceeds of the sale shall #e recei-ed #y the company and applied in payment of such part of the amount in respect of which the lien e"ists as is presently paya#le+ and the residue+ if any+ shall ;su#$ect to a li8e lien for sums not presently paya#le as e"isted upon the shares #efore the sale< #e paid to the person entitled to the shares at the date of the sale.

Calls on #hares.

;##############################################< )he directors may from time to time

ma8e calls upon the mem#ers in respect of any moneys unpaid on their shares ;whether on account of the nominal -alue of the shares or #y way of premium< and not #y the conditions of allotment thereof made paya#le at fi"ed times+ pro-ided that no call shall e"ceed one6fourth of the nominal -alue of the share or #e paya#le at less than one month from the date fi"ed for the payment of the last preceding call+ and each mem#er shall ;su#$ect to recei-ing at least fourteen days5 notice specifying the time or times and place of payment< pay to the company at the time or times and place so specified the amount called on his shares. & call may #e re-o8ed or postponed as the directors may determine.

;cccccccccccccccccccccccccccccccccccccccccccccc<

& call shall #e deemed to ha-e #een made at the time when the resolution of the directors authorising the call was passed and may #e required to #e paid #y instalments.

;dddddddddddddddddddddddddddddddddddddddddddddd< )he $oint holders of a share shall #e

$ointly and se-erally lia#le to pay all calls in respect thereof.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

If a sum called in respect of a share is not paid #efore or on the day appointed for payment thereof+ the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not e"ceeding 5 per cent per annum as the directors may determine+ #ut the directors shall #e at li#erty to wai-e payment of such interest wholly or in part.

;ffffffffffffffffffffffffffffffffffffffffffffff<

&ny sum which #y the terms of issue of a share #ecomes

211

paya#le on allotment or at any fi"ed date+ whether on account of the nominal -alue of the share or #y way of premium+ shall for the purposes of these regulations #e deemed to #e a call duly made and paya#le on the date on which #y the terms of issue the same #ecomes paya#le+ and in case of non6payment all the rele-ant pro-isions of these regulations as to payment of interest and e"penses+ forfeiture or otherwise shall apply as if such sum had #ecome paya#le #y -irtue of a call duly made and notified.

;gggggggggggggggggggggggggggggggggggggggggggggg< )he directors may+ on the issue of shares+

differentiate #etween the holders as to the amount of calls to #e paid and the times of payment.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< )he directors may+ if they thin8 fit+

recei-e from any mem#er willing to ad-ance the same+ all or any part of the moneys uncalled and unpaid upon any shares held #y him+ and upon all or any of the moneys so ad-anced may ;until the same would+ #ut for such ad-ance+ #ecome paya#le< pay interest at such rate not e"ceeding ;unless the company in general meeting shall otherwise direct< 5 per cent per annum+ as may #e agreed upon #etween the directors and the mem#er paying such sum in ad-ance.

'ransfer of #hares.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

)he instrument of transfer of any share shall #e e"ecuted #y or on #ehalf of the transferor and transferee+ and+ e"cept as pro-ided #y su#6paragraph ;4< of paragraph 2 of the Se-enth Schedule+ the transferor shall #e deemed to remain a holder of the share until the name of the transferee is entered in the register of mem#ers in respect thereof.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

Su#$ect to such of the restrictions of these regulations as may #e applica#le+ any mem#er may transfer all or any of his shares #y instrument in writing in any usual or common form or any other form which the directors may appro-e.

;8888888888888888888888888888888888888888888888< )he directors may decline to register the

transfer of a share ;not #eing a fully paid share< to a person of whom they shall not appro-e+ and they may also decline to register the transfer of a share on which the company has a lien.

;llllllllllllllllllllllllllllllllllllllllllllll<
unlessC6

)he directors may also decline to recognise any instrument of transfer

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmm< a fee of 125 mils. or such lesser sum as the directors may from time to time
require is paid to the company in respect thereofD

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< the

instrument of transfer is accompanied #y the certificate of the shares to which it relates+ and such other e-idence as the directors may reasona#ly require to show the right of the transferor to ma8e the transferD and instrument of

;oooooooooooooooooooooooooooooooooooooooooooooo< the
transfer is in respect of only one class of share.

;pppppppppppppppppppppppppppppppppppppppppppppp< If the directors refuse to register a transfer

they shall within two months after the date on which the transfer was lodged with the company send to the transferee

212

notice of the refusal.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< )he registration of transfers may #e

suspended at such times and for such periods as the directors may from time to time determine+ pro-ided always that such registration shall not #e suspended for more than thirty days in any year.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

)he company shall #e entitled to charge a fee not e"ceeding 125 mils. on the registration of e-ery pro#ate+ letters of administration+ certificate of death or marriage+ power of attorney+ or other instrument.

'ransmission of #hares.

;ssssssssssssssssssssssssssssssssssssssssssssss<

In case of the death of a mem#er the sur-i-or or sur-i-ors where the deceased was a $oint holder+ and the legal personal representati-es of the deceased where he was a sole holder+ shall #e the only persons recognised #y the company as ha-ing any title to his interest in the sharesD #ut nothing herein contained shall release the estate of a deceased $oint holder from any lia#ility in respect of any share which had #een $ointly held #y him with other persons.

;tttttttttttttttttttttttttttttttttttttttttttttt<

&ny person #ecoming entitled to a share in consequence of the death or #an8ruptcy of a mem#er may+ upon such e-idence #eing produced as may from time to time properly #e required #y the directors and su#$ect as hereinafter pro-ided+ elect either to #e registered himself as holder of the share or to ha-e some person nominated #y him registered as the transferee thereof+ #ut the directors shall+ in either case+ ha-e the same right to decline or suspend registration as they would ha-e had in the case of a transfer of the share #y that mem#er #efore his death or #an8ruptcy+ as the case may #e.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< If the person so #ecoming entitled shall

elect to #e registered himself+ he shall deli-er or send to the company a notice in writing signed #y him stating that he so elects. If he shall elect to ha-e another person registered he shall testify his election #y e"ecuting to that person a transfer of the share. &ll the limitations+ restrictions and pro-isions of these regulations relating to the right to transfer and the registration of transfers of shares shall #e applica#le to any such notice or transfer as aforesaid as if the death or #an8ruptcy of the mem#er had not occurred and the notice or transfer were a transfer signed #y that mem#er.

;----------------------------------------------< & person #ecoming entitled to a share #y

reason of the death or #an8ruptcy of the holder shall #e entitled to the same di-idends and other ad-antages to which he would #e entitled if he were the registered holder of the share+ e"cept that he shall not+ #efore #eing registered as a mem#er in respect of the share+ #e entitled in respect of it to e"ercise any right conferred #y mem#ership in relation to meetings of the companyC *ro-ided always that the directors may at any time gi-e notice requiring any such person to elect either to #e registered himself or to transfer the share+ and if the notice is not complied with within ninety days the directors may thereafter withhold payment of all di-idends+ #onuses or other moneys paya#le in respect of the share until the requirements of the notice ha-e #een complied with.

Forfeiture of #hares.

213

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<

If a mem#er fails to pay any call or instalment of a call on the day appointed for payment thereof+ the directors may+ at any time thereafter during such time as any part of the call or instalment remains unpaid+ ser-e a notice on him requiring payment of so much of the call or instalment as is unpaid. together with any interest which may ha-e accrued.

;""""""""""""""""""""""""""""""""""""""""""""""< )he notice shall name a further day ;not

earlier than the e"piration of fourteen days from the date of ser-ice of the notice< on or #efore which the payment required #y the notice is to #e made+ and shall state that in the e-ent of non6payment at or #efore the time appointed the shares in respect of which the call was made will #e lia#le to #e forfeited.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< If the requirements of any such notice as

aforesaid are not complied with+ any share in respect of which the notice has #een gi-en may at any time+ thereafter+ #efore the payment required #y the notice has #een made+ #e forfeited #y a resolution of the directors to that effect.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

& forfeited share may #e sold or otherwise disposed of on such terms and in such manner as the directors thin8 fit+ and at any time #efore a sale or disposition the forfeiture may #e cancelled on such terms as the directors thin8 fit.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

& person whose shares ha-e #een forfeited shall cease to #e a mem#er in respect of the forfeited shares+ #ut shall+ notwithstanding+ remain lia#le to pay to the company all moneys which+ at the date of forfeiture+ were paya#le #y him to the company in respect of the shares+ #ut his lia#ility shall cease if and when the company shall ha-e recei-ed payment in full of all such moneys in respect of the shares.

;###############################################<

& statutory declaration in writing that the declarant is a director or the secretary of the company+ and that a share in the company has #een duly forfeited on a date stated in the declaration+ shall #e conclusi-e e-idence of the facts therein stated as against all persons claiming to #e entitled to the share. )he company may recei-e the consideration+ if any+ gi-en for the share on any sale or disposition thereof and may e"ecute a transfer of the share in fa-our of the person to whom the share is sold or disposed of and he shall thereupon #e registered as the holder of the share+ and shall not #e #ound to see to the application of the purchase money+ if any+ nor shall his title to the share #e affected #y any irregularity or in-alidity in the proceedings in reference to the forfeiture+ sale or disposal of the share.

;ccccccccccccccccccccccccccccccccccccccccccccccc<

)he pro-isions of these regulations as to forfeiture shall apply in the case of non6payment of any sum which+ #y the terms of issue of a share+ #ecomes paya#le at a fi"ed time+ whether on account of the nominal -alue of the share or #y way of premium+ as if the same had #een paya#le #y -irtue of a call duly made and notified.

Conversion of #hares into #toc*.

;ddddddddddddddddddddddddddddddddddddddddddddddd< ;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

)he company may #y ordinary resolution con-ert any paid6up shares into stoc8+ and recon-ert any stoc8 into paid6up shares of any denomination. )he holders of stoc8 may transfer the same+ or any part thereof+ in the same manner+ and su#$ect to the same regulations+ as and su#$ect to which the shares from which the stoc8 arose might pre-iously to con-ersion ha-e #een transferred+ or as near thereto as circumstances admitD and the directors may from time to time fi" the minimum amount of stoc8 transfera#le #ut so that such

214

minimum shall not e"ceed the nominal amount of the shares from which the stoc8 arose.

;fffffffffffffffffffffffffffffffffffffffffffffff<

)he holders of stoc8 shall+ according to the amount of stoc8 held #y them+ ha-e the same rights+ pri-ileges and ad-antages as regards di-idends+ -oting at meetings of the company and other matters as if they held the shares from which the stoc8 arose+ #ut no such pri-ilege or ad-antage ;e"cept participation in the di-idends and profits of the company and in the assets on winding up< shall #e conferred #y an amount of stoc8 which would not+ if e"isting in shares+ ha-e conferred that pri-ilege or ad-antage.

;ggggggggggggggggggggggggggggggggggggggggggggggg<

Such of the regulations of the company as are applica#le to paid6up shares shall apply to stoc8+ and the words 0share1 and 0shareholder1 therein shall include 0stoc81 and 0stoc8holder1.

Alteration of Capital.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

)he company may from time to time #y ordinary resolution increase the share capital #y such sum+ to #e di-ided into shares of such amount+ as the resolution shall prescri#e.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

)he company may #y ordinary resolution 6

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

consolidate and di-ide all or any of its share capital into shares of larger amount than its e"isting sharesD su#di-ide its e"isting shares+ or any of them+ into shares of smaller amount than is fi"ed #y the memorandum of association su#$ect+ ne-ertheless+ to the pro-isions of section (;1<;d< of the :awD cancel any shares which+ at the date of the passing of the resolution+ ha-e not #een ta8en or agreed to #e ta8en #y any person.

;88888888888888888888888888888888888888888888888<

;lllllllllllllllllllllllllllllllllllllllllllllll<

57. )he company may #y special resolution reduce its share capital+ any capital redemption reser-e fund or any share premium account in any manner and with+ and su#$ect to+ any incident authorised+ and consent required+ #y law.

General Meetings.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm<
)he company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year+ and shall specify the meeting as such in the notices calling itD and not more than fifteen months shall elapse #etween the date of one annual general meeting of the company and that of the ne"t. *ro-ided that so long as the company holds its first annual general meeting within eighteen months of its incorporation+ it need not hold it in the year of its incorporation or in the following year. )he annual general meeting shall #e held at such time and place as the directors shall appoint.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

&ll general meetings other than

215

annual general meetings shall #e called e"traordinary general meetings.

;ooooooooooooooooooooooooooooooooooooooooooooooo<

)he directors may+ whene-er they thin8 fit+ con-ene an e"traordinary general meeting+ and e"traordinary general meetings shall also #e con-ened on such requisition+ or+ in default+ may #e con-ened #y such requisitionists+ as pro-ided #y section 12 of the :aw. If at any time there are not within the .olony sufficient directors capa#le of acting to form a quorum+ any director or any two mem#ers of the company may con-ene an e"traordinary general meeting in the same manner as nearly as possi#le as that in which meetings may #e con-ened #y the directors.

Notice of General Meetings. 6>. &n annual general meeting and a meeting called for the passing of a special resolution shall #e called #y twenty6one days5 notice in writing at the least+ and a meeting of the company other than an annual general meeting or a meeting for the passing of a special resolution shall #e called #y fourteen days5 notice in writing at the least. )he notice shall #e e"clusi-e of the day on which it is ser-ed or deemed to #e ser-ed and of the day for which it is gi-en+ and shall specify the place+ the day and the hour of meeting and+ in case of special #usiness+ the general nature of that #usiness+ and shall #e gi-en+ in manner hereinafter mentioned or in such other manner+ if any+ as may #e prescri#ed #y the company in general meeting+ to such persons as are+ under the regulations of the company+ entitled to recei-e such notices from the companyC *ro-ided that a meeting of the company shall+ notwithstanding that it is called #y shorter notice than that specified in this regulation+ #e deemed to ha-e #een duly called if it is so agreed 6

;ppppppppppppppppppppppppppppppppppppppppppppppp<

in the case of a meeting called as the annual general meeting+ #y all the mem#ers entitled to attend and -ote thereatD and in the case of any other meeting+ #y a ma$ority in num#er of the mem#ers ha-ing a right to attend and -ote at the meeting+ #eing a ma$ority together holding not less than '5 per cent in nominal -alue of the shares gi-ing that right.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

61. )he accidental omission to gi-e notice of a meeting to+ or the non6receipt of notice of a meeting #y+ any person entitled to recei-e notice shall not in-alidate the proceedings at that meeting.

Proceedings at General Meetings.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

&ll #usiness shall #e deemed special that is transacted at an e"traordinary general meeting+ and also all that is transacted at an annual general meeting+ with the e"ception of declaring a di-idend+ the consideration of the accounts+ #alance sheets+ and the reports of the directors and auditors+ the election of directors in the place of those retiring and the appointment of+ and the fi"ing of the remuneration of+ the auditors.

;sssssssssssssssssssssssssssssssssssssssssssssss<

7o #usiness shall #e transacted at any general meeting unless a quorum of mem#ers is present at the time when the meeting proceeds to #usinessD sa-e as herein otherwise pro-ided+ three mem#ers present in person shall #e a quorum.

21

;ttttttttttttttttttttttttttttttttttttttttttttttt<

If within half an hour from the time appointed for the meeting a quorum is not present+ the meeting+ if con-ened upon the requisition of mem#ers+ shall #e dissol-edD in any other case it shall stand ad$ourned to the same day in the ne"t wee8+ at the same time and place or to such other day and at such other time and place as the directors may determine+ and if at the ad$ourned meeting a quorum is not present within half an hour from the time appointed for the meeting+ the mem#ers present shall #e a quorum.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

)he chairman+ if any+ of the #oard of directors shall preside as chairman at e-ery general meeting of the company+ or if there is no such chairman+ or if he shall not #e present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the directors present shall elect one of their num#er to #e chairman of the meeting.

;-----------------------------------------------<

If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting+ the mem#ers present shall choose one of their num#er to #e chairman of the meeting.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<

)he chairman may+ with the consent of any meeting at which a quorum is present ;and shall if so directed #y the meeting<+ ad$ourn the meeting from time to time and from place to place+ #ut no #usiness shall #e transacted at any ad$ourned meeting other than the #usiness left unfinished at the meeting from which the ad$ournment too8 place. Ahen a meeting is ad$ourned for thirty days or more+ notice of the ad$ourned meeting shall #e gi-en as in the case of an original meeting. Sa-e as aforesaid it shall not #e necessary to gi-e any notice of an ad$ournment or of the #usiness to #e transacted at an ad$ourned meeting.

;"""""""""""""""""""""""""""""""""""""""""""""""<

&t any general meeting a resolution put to the -ote of the meeting shall #e decided on a show of hands unless a poll is ;#efore or on the declaration of the result of the show of hands< demanded 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<
chairmanD or

#y

the

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<
mem#ers present in person or #y pro"yD or

#y

at

least

three

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

#y any mem#er or mem#ers present in person or #y pro"y and representing not less than one6tenth of the total -oting rights of all the mem#ers ha-ing the right to -ote at the meetingD or #y a mem#er or mem#ers holding shares in the company conferring a right to -ote at the meeting #eing shares on which an aggregate sum has #een paid up equal to not less than one6 tenth of the total sum paid up on all the shares conferring that right.

;################################################<

/nless a poll #e so demanded a declaration #y the chairman that a resolution has on a show of hands #een carried or carried unanimously or #y a particular ma$ority+ or lost and an entry to that effect in the #oo8 containing the minutes of the proceedings of the company shall #e conclusi-e e-idence of the fact without proof of the num#er or proportion of the -otes recorded in fa-our of or against such resolution. )he demand for a poll may #e withdrawn.

;cccccccccccccccccccccccccccccccccccccccccccccccc<

,"cept as pro-ided in regulation 2+ if a

21!

poll is duly demanded it shall #e ta8en in such manner as the chairman directs+ and the result of the poll shall #e deemed to #e the resolution of the meeting at which the poll was demanded.

;dddddddddddddddddddddddddddddddddddddddddddddddd<

In the case of an equality of -otes+ whether on a show of hands or on a poll+ the chairman of the meeting at which the show of hands ta8es place or at which the poll is demanded+ shall #e entitled to a second or casting -ote.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

& poll demanded on the election of a chairman or on a question of ad$ournment shall #e ta8en forthwith. & poll demanded on any other question shall #e ta8en at such time as the chairman of the meeting directs+ and any #usiness other than that upon which a poll has #een demanded may #e proceeded with pending the ta8ing of the poll.

%otes of Members.

;ffffffffffffffffffffffffffffffffffffffffffffffff<

Su#$ect to any rights or restrictions for the time #eing attached to any class or classes of shares+ on a show of hands e-ery mem#er present in person shall ha-e one -ote+ and on a poll e-ery mem#er shall ha-e one -ote for each share of which he is the holder.

;gggggggggggggggggggggggggggggggggggggggggggggggg<

In the case of $oint holders the -ote of the senior who tenders a -ote+ whether in person or #y pro"y+ shall #e accepted to the e"clusion of the -otes of the other $oint holdersD and for this purpose seniority shall #e determined #y the order in which the names stand in the register of mem#ers.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

& mem#er of unsound mind+ or in respect of whom an order has #een made #y any .ourt ha-ing $urisdiction in lunacy+ may -ote+ whether on a show of hands or on a poll+ #y the administrator of his property+ his committee+ recei-er+ curator #onis+ or other person in the nature of an administrator+ committee+ recei-er or curator #onis appointed #y that .ourt+ and any such administrator+ committee+ recei-er+ curator #onis or other person may+ on a poll+ -ote #y pro"y.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

7o mem#er shall #e entitled to -ote at any general meeting unless all calls or other sums presently paya#le #y him in respect of shares in the company ha-e #een paid.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< 7o o#$ection shall #e raised to the qualification of any -oter e"cept at

the meeting or ad$ourned meeting at which the -ote o#$ected to is gi-en or tendered and e-ery -ote not disallowed at such meeting shall #e -alid for all purposes. &ny such o#$ection made in due time shall #e referred to the chairman of the meeting+ whose decision shall #e final and conclusi-e.

;888888888888888888888888888888888888888888888888<
either personally or #y pro"y.

9n a poll -otes may #e gi-en

;llllllllllllllllllllllllllllllllllllllllllllllll<

)he instrument appointing a pro"y shall #e in writing under the hand of the appointer or of his attorney duly authorised in writing+ or+ if the appointer is a corporation+ either under seal+ or under the hand of an officer or attorney duly authorised. & pro"y need not #e a mem#er of the company.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm m< )he instrument appointing a pro"y and the power of attorney or other authority+ if any+ under which it is
signed or a notarially certified copy of that power or authority shall #e deposited at the registered office of the company or at such other place within the .olony as is specified for that purpose in the notice con-ening the

21%

meeting+ not less than 4% hours #efore the time for holding the meeting or ad$ourned meeting+ at which the person named in the instrument proposes to -ote+ or+ in the case of a poll+ not less than 24 hours #efore the time appointed for the ta8ing of the poll+ and in default the instrument of pro"y shall not #e treated as -alid.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<
0 :imited.

&n instrument appointing a pro"y shall #e in the following form or a form as near thereto as circumstances admit 6

IFAe+ + of + #eing a mem#erFmem#ers of the a#o-e6named company+ here#y appoint of + or failing him of + as myFour pro"y to -ote for meFus on myFour #ehalf at the Gannual or e"traordinary+ as the case may #eH general meeting of the company+ to #e held on the day of + 1' + and at any ad$ournment thereof. Signed this day of +1' .1

;1. Ahere it is desired to afford mem#ers an opportunity of -oting for or against a resolution the instrument appointing a pro"y shall #e in the following form or a form as near thereto as circumstances admit 6 0 :imited.

IFAe+ + of + #eing a mem#erFmem#ers of the a#o-e6named company+ here#y appoint of + or failing him of + as myFour pro"y to -ote for meFus on myFour #ehalf at the Gannual or e"traordinary+ as the case may #eH general meeting of the company+ to #e held on the day of 1' + and at any ad$ournment thereof. Signed this day of + 1' .

)his form is to #e used in fa-our ofIFagainst the resolution. /nless otherwise instructed+ the pro"y will -ote as he thin8s fit.

IStri8e out whiche-er is not desired.1

;oooooooooooooooooooooooooooooooooooooooooooooooo<
pro"y shall #e deemed to confer authority to demand or $oin in demanding a poll.

)he instrument appointing a

;pppppppppppppppppppppppppppppppppppppppppppppppp<

& -ote gi-en in accordance with the terms of an instrument of pro"y shall #e -alid notwithstanding the pre-ious death or insanity of the principal or re-ocation of the pro"y or of the authority under which the pro"y was e"ecuted+ or the transfer of the share in respect of which the pro"y is gi-en+ pro-ided that no intimation in writing of such death+ insanity+ re-ocation or transfer as aforesaid shall ha-e #een recei-ed #y the company at the office #efore the commencement of the meeting or ad$ourned meeting at which the pro"y is used.

Corporations acting by Representatives at Meetings.

21'

;5. &ny corporation which is a mem#er of the company may #y resolution of its directors or other go-erning #ody authorise such person as it thin8s fit to act as its representati-e at any meeting of the company or of any class of mem#ers of the company+ and the person so authorised shall #e entitled to e"ercise the same powers on #ehalf of the corporation which he represents as that corporation could e"ercise if it were an indi-idual mem#er of the company.

"irectors.

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)he num#er of the directors and the names of the first directors shall #e determined in writing #y the su#scri#ers of the memorandum of association or a ma$ority of them.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

)he remuneration of the directors shall from time to time #e determined #y the company in general meeting. Such remuneration shall #e deemed to accrue from day to day. )he directors may also #e paid all tra-elling+ hotel and other e"penses properly incurred #y them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the #usiness of the company.

;ssssssssssssssssssssssssssssssssssssssssssssssss< ;tttttttttttttttttttttttttttttttttttttttttttttttt<

)he shareholding qualification for directors may #e fi"ed #y the company in general meeting+ and unless and until so fi"ed no qualification shall #e required. & director of the company may #e or #ecome a director or other officer of+ or otherwise interested in+ any company promoted #y the company or in which the company may #e interested as shareholder or otherwise+ and no such director shall #e accounta#le to the company for any remuneration or other #enefits recei-ed #y him as a director or officer of+ or from his interest in+ such other company unless the company otherwise direct.

)orrowing Powers. ;=. )he directors may e"ercise all the powers of the company to #orrow money+ and to charge or mortgage its underta8ing+ property and uncalled capital+ or any part thereof+ and to issue de#entures+ de#enture stoc8+ and other securities whether outright or as security for any de#t+ lia#ility or o#ligation of the company or of any third partyC *ro-ided that the amount for the time #eing remaining undischarged of moneys #orrowed or secured #y the directors as aforesaid ;apart from temporary loans o#tained from the company5s #an8ers in the ordinary course of #usiness< shall not at any time+ without the pre-ious sanction of the company in general meeting+ e"ceed the nominal amount of the share capital of the company for the time #eing issued+ #ut ne-ertheless no lender or other person dealing with the company shall #e concerned to see or inquire whether this limit is o#ser-ed. 7o de#t incurred or security gi-en in e"cess of such limit shall #e in-alid or ineffectual e"cept in the case of e"press notice to the lender or the recipient of the security at the time when the de#t was incurred or security gi-en that the limit here#y imposed had #een or was there#y e"ceeded.

Powers and "uties of "irectors.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

)he #usiness of the company

22(

shall #e managed #y the directors+ who may pay all e"penses incurred in promoting and registering the company+ and may e"ercise all such powers of the company as are not+ #y the :aw or #y these regulations+ required to #e e"ercised #y the company in general meeting+ su#$ect+ ne-ertheless+ to any of these regulations+ to the pro-isions of the :aw and to such regulations+ #eing not inconsistent with the aforesaid regulations or pro-isions+ as may #e prescri#ed #y the company in general meetingD #ut no regulation made #y the company in general meeting shall in-alidate any prior act of the directors which would ha-e #een -alid if that regulation had not #een made.

;------------------------------------------------<

)he directors may from time to time and at any time #y power of attorney appoint any company+ firm or person or #ody of persons+ whether nominated directly or indirectly #y the directors+ to #e the attorney or attorneys of the company for such purposes and with such powers+ authorities and discretions ;not e"ceeding those -ested in or e"ercisa#le #y the directors under these regulations< and for such period and su#$ect to such conditions as they may thin8 fit+ and any such powers of attorney may contain such pro-isions for the protection and con-enience of persons dealing with any such attorney as the directors may thin8 fit and may also authorise any such attorney to delegate all or any of the powers+ authorities and discretions -ested in him.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww< )he
company may e"ercise the powers conferred #y section 3 of the :aw with regard to ha-ing an official seal for use a#road+ and such powers shall #e -ested in the directors.

;""""""""""""""""""""""""""""""""""""""""""""""""<

)he company may e"ercise the powers conferred upon the company #y sections 114 to 11! ;#oth inclusi-e< of the :aw with regard to the 8eeping of a dominion register+ and the directors may ;su#$ect to the pro-isions of those sections< ma8e and -ary such regulations as they may thin8 fit respecting the 8eeping of any such register. <5.(1) & director who is in any way+ whether directly or indirectly+ interested in a contract or proposed contract with the company shall declare the nature of his interest at a meeting of the directors in accordance with section 1'1 of the :aw. (-) & director shall not -ote in respect of any contract or arrangement in which he is interested+ and if he shall do so his -ote shall not #e counted+ nor shall he #e counted in the quorum present at the meeting+ #ut neither of these prohi#itions shall apply to 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

any arrangement for gi-ing any director any security or indemnity in respect of money lent #y him to or o#ligations underta8en #y him for the #enefit of the companyD or to any arrangement for the gi-ing #y the company of any security to a third party in respect of a de#t or o#ligation of the company for which the director himself has assumed responsi#ility in whole or in part under a guarantee or indemnity or #y the deposit of a securityD or any contract director to su#scri#e for or underwrite shares or de#entures of the companyD or #y a

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

;#################################################<

any contract or arrangement with an other company in which he is interested only as an officer of the company or as holder of shares or other securities+

and these prohi#itions may at any time #e suspended or rela"ed to any e"tent+ and either generally or in respect of any particular contract+ arrangement or transaction+ #y the company in general meeting.

221

;ccccccccccccccccccccccccccccccccccccccccccccccccc<

& director may hold any other office or place of profit under the company ;other than the office of auditor< in con$unction with his office of director for such period and on such terms ;as to remuneration and otherwise< as the directors may determine and no director or intending director shall #e disqualified #y his office from contracting with the company either with regard to his tenure of any such other office or place of profit or as -endor+ purchaser or otherwise+ nor shall any such contract+ or any contract or arrangement entered into #y or on #ehalf of the company in which any director is in any way interested+ #e lia#le to #e a-oided+ nor shall any director so contracting or #eing so interested #e lia#le to account to the company for any profit realised #y any such contract or arrangement #y reason of such director holding that office or of the fiduciary relation there#y esta#lished.

;ddddddddddddddddddddddddddddddddddddddddddddddddd<

& director+ notwithstanding his interest+ may #e counted in the quorum present at any meeting whereat he or any other director is appointed to hold any such office or place of profit under the company or whereat the terms of any such appointment are arranged+ and he may -ote on any such appointment or arrangement other than his own appointment or the arrangement of the terms thereof.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

&ny director may act #y himself or his firm in a professional capacity for the company+ and he or his firm shall #e entitled to remuneration for professional ser-ices as if he were not a directorD pro-ided that nothing herein contained shall authorise a director or his firm to act as auditor to the company.

;fffffffffffffffffffffffffffffffffffffffffffffffff<

&ll cheques+ promissory notes+ drafts+ #ills of e"change and other negotia#le instruments+ and all receipts for moneys paid to the company+ shall #e signed+ drawn+ accepted+ endorsed+ or otherwise e"ecuted+ as the case may #e+ in such manner as the directors shall from time to time #y resolution determine.

;ggggggggggggggggggggggggggggggggggggggggggggggggg<
minutes to #e made in #oo8s pro-ided for the purpose 6

)he

directors

shall

cause

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<
appointments of officers made #y the directorsD

of

all

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< of the names of the directors present at each

meeting of the directors and of any committee of the directorsD

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< of all resolutions and proceedings at all meetings of

the company+ and of the directors+ and of committees of directorsD and e-ery director present at any meeting of directors or committee of directors shall sign his name in a #oo8 to #e 8ept for that purpose. <;. )he directors on #ehalf of the company may pay a gratuity or pension or allowance on retirement to any director who has held any other salaried office or place of profit with the company or to his widow or dependants and may ma8e contri#utions to any fund and pay premiums for the purchase or pro-ision of any such gratuity+ pension or allowance.

"is/ualification of "irectors. <<. )he office of director shall #e -acated if the director 6

222

;8888888888888888888888888888888888888888888888888<
director #y -irtue of section 1! of the :awD or

ceases to #e a

;lllllllllllllllllllllllllllllllllllllllllllllllll< #ecomes #an8rupt or ma8es any arrangement or

composition with his creditors generallyD or

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmm< #ecomes prohi#ited from #eing a director #y reason of any order
made under section 1%( of the :awD or

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<
unsound mindD or

#ecomes

of

;ooooooooooooooooooooooooooooooooooooooooooooooooo<
office #y notice in writing to the companyD or

resigns

his

;ppppppppppppppppppppppppppppppppppppppppppppppppp<

shall for more than si" months ha-e #een a#sent without permission of the directors from meetings of the directors held during that period.

Rotation of "irectors.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

&t the first annual general meeting of the company all the directors shall retire from office+ and at the annual general meeting in e-ery su#sequent year one6third of the directors for the time #eing+ or+ if their num#er is not three or a multiple of three+ then the num#er nearest one6third+ shall retire from office.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

)he directors to retire in e-ery year shall #e those who ha-e #een longest in office since their last election+ #ut as #etween persons who #ecame directors on the same day those to retire shall ;unless they otherwise agree among themsel-es< #e determined #y lot.

;sssssssssssssssssssssssssssssssssssssssssssssssss<

& retiring director shall #e eligi#le for re6election.

;ttttttttttttttttttttttttttttttttttttttttttttttttt< )he company at the meeting at which a director retires in manner

aforesaid may fill the -acated office #y electing a person thereto+ and in default the retiring director shall if offering himself for re6election #e deemed to ha-e #een re6elected+ unless at such meeting it is e"pressly resol-ed not to fill such -acated office or unless a resolution for the re6election of such director shall ha-e #een put to the meeting and lost.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

7o person other than a director retiring at the meeting shall unless recommended #y the directors #e eligi#le for election to the office of director at any general meeting unless not less than three nor more than twenty6one days #efore the date appointed for the meeting there shall ha-e #een left at the registered office of the company notice in writing+ signed #y a mem#er duly qualified to attend and -ote at the meeting for which such notice is gi-en+ of his intention to propose such person for election+ and also notice in writing signed #y that person of his willingness to #e elected.

;-------------------------------------------------<

)he company may from time to time #y ordinary resolution increase or reduce the num#er of directors+ and may also determine in what rotation the

223

increased or reduced num#er is to go out of office.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<
)he directors shall ha-e power at any time+ and from time to time+ to appoint any person to #e a director+ either to fill a casual -acancy or as an addition to the e"isting directors+ #ut so that the total num#er of directors shall not at any time e"ceed the num#er fi"ed in accordance with these regulations. &ny director so appointed shall hold office only until the ne"t following annual general meeting+ and shall then #e eligi#le for re6election+ #ut shall not #e ta8en into account in determining the directors who are to retire #y rotation at such meeting.

;"""""""""""""""""""""""""""""""""""""""""""""""""<

)he company may #y ordinary resolution+ of which special notice has #een gi-en in accordance with section 13 of the :aw+ remo-e any director #efore the e"piration of his period of office notwithstanding anything in these regulations or in any agreement #etween the company and such director. Such remo-al shall #e without pre$udice to any claim such director may ha-e for damages for #reach of any contract of ser-ice #etween him and the company.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

)he company may #y ordinary resolution appoint another person in place of a director remo-ed from office under the immediately preceding regulation+ and without pre$udice to the powers of the directors under regulation '5 the company in general meeting may appoint any person to #e a director either to fill a casual -acancy or as an additional director. & person appointed in place of a director so remo-ed or to fill such a -acancy shall #e su#$ect to retirement at the same time as if he had #ecome a director on the day on which the director in whose place he is appointed was last elected a director.

Proceedings of "irectors.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

)he directors may meet together for the despatch of #usiness+ ad$ourn+ and otherwise regulate their meetings+ as they thin8 fit. Juestions arising at any meeting shall #e decided #y a ma$ority of -otes. In case of an equality of -otes+ the chairman shall ha-e a second or casting -ote. & director may+ and the secretary on the requisition of a director shall+ at any time summon a meeting of the directors. It shall not #e necessary to gi-e notice of a meeting of directors to any director for the time #eing a#sent from the .olony.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

)he quorum necessary for the transaction of the #usiness of the directors may #e fi"ed #y the directors+ and unless so fi"ed shall #e two.

;##################################################<

)he continuing directors may act notwithstanding any -acancy in their #ody+ #ut+ if and so long as their num#er is reduced #elow the num#er fi"ed #y or pursuant to the regulations of the company as the necessary quorum of directors+ the continuing directors or director may act for the purpose of creating the num#er of directors to that num#er+ or of summoning a general meeting of the company+ #ut for no other purpose.

;cccccccccccccccccccccccccccccccccccccccccccccccccc<

)he directors may elect a chairman of their meetings and determine the period for which he is to hold officeD #ut if no such chairman is elected+ or if at any meeting the chairman is not present within fi-e minutes after the time appointed for holding the same+ the directors present may choose one of their num#er to #e chairman of the meeting.

;dddddddddddddddddddddddddddddddddddddddddddddddddd<

)he directors may delegate any of their powers to committees consisting of such mem#er or mem#ers of their #ody as they thin8 fitD any committee so formed shall in the e"ercise of the powers so delegated conform to any regulations that may #e imposed on it #y

224

the directors.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

& committee may elect a chairman of its meetingsD if no such chairman is elected+ or if at any meeting the chairman is not present within fi-e minutes after the time appointed for holding the same+ the mem#ers present may choose one of their num#er to #e chairman of the meeting.

;ffffffffffffffffffffffffffffffffffffffffffffffffff<

& committee may meet and ad$ourn as it thin8s proper. Juestions arising at any meeting shall #e determined #y a ma$ority of -otes of the mem#ers present+ and in the case of an equality of -otes the chairman shall ha-e a second or casting -ote.

;gggggggggggggggggggggggggggggggggggggggggggggggggg<

&ll acts done #y any meeting of the directors or of a committee of directors or #y any person acting as a director shall+ notwithstanding that it #e afterwards disco-ered that there was some defect in the appointment of any such director or person acting as aforesaid+ or that they or any of them were disqualified+ #e as -alid as if e-ery such person had #een duly appointed and was qualified to #e a director.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

& resolution in writing+ signed #y all the directors for the time #eing entitled to recei-e notice of a meeting of the directors+ shall #e as -alid and effectual as if it had #een passed at a meeting of the directors duly con-ened and held.

Managing "irector.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< )he directors may from time to time appoint one or more of their
#ody to the office of managing director for such period and on such terms as they thin8 fit+ and+ su#$ect to the terms of any agreement entered into in any particular case+ may re-o8e such appointment. & director so appointed shall not+ whilst holding that office+ #e su#$ect to retirement #y rotation or #e ta8en into account in determining the rotation of retirement of directors+ #ut his appointment shall #e automatically determined if he ceases from any cause to #e a director.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< & managing director shall recei-e such remuneration ;whether #y

way of salary+ commission or participation in profits+ or partly in one way and partly in another< as the directors may determine.

;88888888888888888888888888888888888888888888888888<

)he directors may entrust to and confer upon a managing director any of the powers e"ercisa#le #y them upon such terms and conditions and with such restrictions as they may thin8 fit+ and either collaterally with or to the e"clusion of their own powers and may from time to time re-o8e+ withdraw+ alter or -ary all or any of such powers.

#ecretary.

;llllllllllllllllllllllllllllllllllllllllllllllllll< )he secretary shall #e appointed #y the directors for such term+ at
such remuneration and upon such conditions as they may thin8 fitD and any secretary so appointed may #e remo-ed #y them.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm

225

7o person shall #e appointed or hold office as secretary who is 6

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<
director of the companyD or

the

sole

;oooooooooooooooooooooooooooooooooooooooooooooooooo<
the sole director of which is the sole director of the companyD or

a corporation

;pppppppppppppppppppppppppppppppppppppppppppppppppp<
director of a corporation which is the sole director of the company.

the

sole

11-. & pro-ision of the :aw or these regulations requiring or authorising a thing to #e done #y or to a director and the secretary shall not #e satisfied #y its #eing done #y or to the same person acting #oth as director and as+ or in place of+ the secretary.

'he #eal. 113. )he directors shall pro-ide for the safe custody of the seal+ which shall only #e used #y the authority of the directors or of a committee of the directors authorised #y the directors in that #ehalf+ and e-ery instrument to which the seal shall #e affi"ed shall #e signed #y a director and shall #e countersigned #y the secretary or #y a second director or #y some other person appointed #y the directors for the purpose.

"ividends and Reserve.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

)he company in general meeting may declare di-idends+ #ut no di-idend shall e"ceed the amount recommended #y the directors.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr< )he directors may from time to time pay to the mem#ers
such interim di-idends as appear to the directors to #e $ustified #y the profits of the company.

;ssssssssssssssssssssssssssssssssssssssssssssssssss< 7o di-idend shall #e paid otherwise than out of

profits.

;tttttttttttttttttttttttttttttttttttttttttttttttttt< )he directors may+ #efore recommending any di-idend+ set aside out
of the profits of the company such sums as they thin8 proper as a reser-e or reser-es which shall+ at the discretion of the directors+ #e applica#le for any purpose to which the profits of the company may #e properly applied+ and pending such application may+ at the li8e discretion+ either #e employed in the #usiness of the company or #e in-ested in such in-estments ;other than shares of the company< as the directors may from time to time thin8 fit. )he directors may also without placing the same to reser-e carry forward any profits which they may thin8 prudent not to di-ide.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

Su#$ect to the rights of persons+ if any+ entitled to shares with special rights as to di-idend+ all di-idends shall #e declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the di-idend is paid+ #ut no amount paid or credited as paid on a share in ad-ance of calls shall #e treated for the purposes of this regulation as paid on the share. &ll di-idends shall #e apportioned and paid proportionately to the amounts paid or credited as paid on the shares

22

during any portion or portions of the period in respect of which the di-idend is paidD #ut if any share is issued on terms pro-iding that it shall ran8 for di-idend as from a particular date such share shall ran8 for di-idend accordingly.

;--------------------------------------------------<

)he directors may deduct from any di-idend paya#le to any mem#er all sums of money ;if any< presently paya#le #y him to the company on account of calls or otherwise in relation to the shares of the company.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<
&ny general meeting declaring a di-idend or #onus may direct payment of such di-idend or #onus wholly or partly #y the distri#ution of specific assets and in particular of paid up shares+ de#entures or de#enture stoc8 of any other company or in any one or more of such ways+ and the directors shall gi-e effect to such resolution+ and where any difficulty arises in regard to such distri#ution+ the directors may settle the same as they thin8 e"pedient+ and in particular may issue fractional certificates and fi" the -alue for distri#ution of such specific assets or any part thereof and may determine that cash payments shall #e made to any mem#ers upon the footing of the -alue so fi"ed in order to ad$ust the rights of all parties+ and may -est any such specific assets in trustees as may seem e"pedient to the directors.

;""""""""""""""""""""""""""""""""""""""""""""""""""<

&ny di-idend+ interest or other moneys paya#le in cash in respect of shares may #e paid #y cheque or warrant sent through the post directed to the registered address of the holder or+ in the case of $oint holders+ to the registered address of that one of the $oint holders who is first named on the register of mem#ers or to such person and to such address as the holder or $oint holders may in writing direct. ,-ery such cheque or warrant shall #e made paya#le to the order of the person to whom it is sent. &ny one of two or more $oint holders may gi-e effectual receipts for any di-idends+ #onuses or other moneys paya#le in respect of the shares held #y them as $oint holders.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<
against the company.

7o di-idend shall #ear interest

Accounts. 1-3. )he directors shall cause proper #oo8s of account to #e 8ept with respect toC6

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

all sums of money recei-ed and e"pended #y the company and the matters in respect of which the receipt and e"penditure ta8es placeD

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< all sales and purchases

of goods #y the companyD and

;###################################################< the assets and

lia#ilities of the company. *roper #oo8s shall not #e deemed to #e 8ept if there are not 8ept such #oo8s of account as are necessary to gi-e a true and fair -iew of the state of the company5s affairs and to e"plain its transactions.

;ccccccccccccccccccccccccccccccccccccccccccccccccccc< )he #oo8s of account shall #e 8ept at the

registered office of the company+ or+ su#$ect to section 141;3< of the :aw+ at such other place or places as the

22!

directors thin8 fit+ and shall always #e open to the inspection of the directors.

;ddddddddddddddddddddddddddddddddddddddddddddddddddd< )he directors shall from time to

time determine whether and to what e"tent and at what times and places and under what conditions or regulations the accounts and #oo8s of the company or any of them shall #e open to the inspection of mem#ers not #eing directors+ and no mem#er ;not #eing a director< shall ha-e any right of inspecting any account or #oo8 or document of the company e"cept as conferred #y statute or authorised #y the directors or #y the company in general meeting.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< )he directors shall from time to time+ in

accordance with sections 142+ 144 and 151 of the :aw+ cause to #e prepared and to #e laid #efore the company in general meeting such profit and loss accounts+ #alance sheets+ group accounts ;if any< and reports as are referred to in those sections.

;fffffffffffffffffffffffffffffffffffffffffffffffffff<

& copy of e-ery #alance sheet ;including e-ery document required #y law to #e anne"ed thereto< which is to #e laid #efore the company in general meeting+ together with a copy of the auditors5 report+ shall not less than twenty6one days #efore the date of the meeting #e sent to e-ery mem#er of+ and e-ery holder of de#entures of+ the company and to e-ery person registered under regulation 31. *ro-ided that this regulation shall not require a copy of those documents to #e sent to any person of whose address the company is not aware or to more than one of the $oint holders of any shares or de#entures.

Capitalisation of Profits 1-<. )he company in general meeting may upon the recommendation of the directors resol-e that it is desira#le to capitalise any part of the amount for the time #eing standing to the credit of any of the company5s reser-e accounts or to the credit of the profit and loss account or otherwise a-aila#le for distri#ution+ and accordingly that such sum #e set free for distri#ution amongst the mem#ers who would ha-e #een entitled thereto if distri#uted #y way of di-idend and in the same proportions on condition that the same #e not paid in cash #ut #e applied either in or towards paying up any amounts for the time #eing unpaid on any shares held #y such mem#ers respecti-ely or paying up in full unissued shares or de#entures of the company to #e allotted and distri#uted credited as fully paid up to and amongst such mem#ers in the proportion aforesaid+ or partly in the one way and partly in the other+ and the directors shall gi-e effect to such resolutionC *ro-ided that a share premium account and a capital redemption reser-e fund may+ for the purposes of this regulation+ only #e applied in the paying up of unissued shares to #e issued to mem#ers of the company as fully paid #onus shares. 1-=. Ahene-er such a resolution as aforesaid shall ha-e #een passed the directors shall ma8e all appropriations and applications of the undi-ided profits resol-ed to #e capitalised there#y+ and all allotments and issues of fully paid shares or de#entures+ if any+ and generally shall do all acts and things required to gi-e effect thereto+ with full power to the directors to ma8e such pro-ision #y the issue of fractional certificates or #y payment in cash or otherwise as they thin8 fit for the case of shares or de#entures #ecoming distri#uta#le in fractions+ and also to authorise any person to enter on #ehalf of all the mem#ers entitled thereto into an agreement with the company pro-iding for the allotment to them respecti-ely+ credited as fully paid up+ of any further shares or de#entures to which they may #e entitled upon such capitalisation+ or ;as the case may require< for the payment up #y the company on their #ehalf+ #y the application thereto of their respecti-e proportions of the profits resol-ed to #e capitalised+ of the amounts or any part of the amounts remaining unpaid on their e"isting shares+ and any agreement made under such authority shall #e effecti-e and #inding on all such mem#ers.

22%

Audit. 13>. &uditors shall #e appointed and their duties regulated in accordance with sections 153 to 15 ;#oth inclusi-e< of the :aw.

Notices.

131.

& notice may #e gi-en #y the company to any mem#er either personally or #y sending it #y post to him or to his registered address+ or ;if he has no registered address within the .olony< to the address+ if any+ within the .olony supplied #y him to the company for the gi-ing of notice to him. Ahere a notice is sent #y post+ ser-ice of the notice shall #e deemed to #e effected #y properly addressing+ prepaying+ and posting a letter containing the notice+ and to ha-e #een effected in the case of a notice of a meeting at the e"piration of 24 hours after the letter containing the same is posted+ and in any other case at the time at which the letter would #e deli-ered in the ordinary course of post.

132. 133.

& notice may #e gi-en #y the company to the $oint holders of a share #y gi-ing the notice to the $oint holder first named in the register of mem#ers in respect of the share. & notice may #e gi-en #y the company to the persons entitled to a share in consequence of the death or #an8ruptcy of a mem#er #y sending it through the post in a prepaid letter addressed to them #y name+ or #y the title of representati-es of the deceased+ or trustee of the #an8rupt+ or #y any li8e description+ at the address+ if any+ within the .olony supplied for the purpose #y the persons claiming to #e so entitled+ or ;until such an address has #een so supplied< #y gi-ing the notice in any manner in which the same might ha-e #een gi-en if the death or #an8ruptcy had not occurred.

134.

7otice of e-ery general meeting shall #e gi-en in any manner herein#efore authorised to 6

;ggggggggggggggggggggggggggggggggggggggggggggggggggg< e-ery
mem#er e"cept those mem#ers who ;ha-ing no registered address within the .olony< ha-e not supplied to the company an address within the .olony for the gi-ing of notices to themD

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< e-ery person

upon whom the ownership of a share de-ol-es #y reason of his #eing a legal personal representati-e or a trustee in #an8ruptcy of a mem#er where the mem#er #ut for his death or #an8ruptcy would #e entitled to recei-e notice of the meetingD and

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< the auditor for the time #eing of the company.

7o other person shall #e entitled to recei-e notices of general meetings.

,inding -p. 136. If the company shall #e wound up the liquidator may+ with the sanction of an e"traordinary resolution of the company and any other sanction required #y the :aw+ di-ide amongst the mem#ers in specie or 8ind the whole or any part of the assets of the company ;whether they shall consist of property of the same 8ind or not< and may+ for

22'

such purpose set such -alue as he deems fair upon any property to #e di-ided as aforesaid and may determine how such di-ision shall #e carried out as #etween the mem#ers or different classes of mem#ers. )he liquidator may+ with the li8e sanction+ -est the whole or any part of such assets in trustees upon such trusts for the #enefit of the contri#utories as the liquidator+ with the li8e sanction+ shall thin8 fit+ #ut so that no mem#er shall #e compelled to accept any shares or other securities whereon there is any lia#ility.

$ndemnity. 137. ,-ery director+ managing director+ agent+ auditor+ secretary and other officer for the time #eing of the company shall #e indemnified out of the assets of the company against any lia#ility incurred #y him in defending any proceedings+ whether ci-il or criminal+ in which $udgment is gi-en in his fa-our or in which he is acquitted or in connection with any application under section 3%3 of the :aw in which relief is granted to him #y the .ourt.

PART II - REGULATIONS FOR THE MANAGEMENT OF A PRI ATE COMPAN" LIMITED B" SHARES.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< )he regulations contained in *art I of )a#le & ;with the e"ception of
regulations 24 and 53< shall apply.

;888888888888888888888888888888888888888888888888888< )he company is a pri-ate

company and accordingly 6

;lllllllllllllllllllllllllllllllllllllllllllllllllll< the right to transfer shares is restricted in manner

hereinafter prescri#edD

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmm< the num#er of mem#ers of the company ;e"clusi-e of persons who
are in the employment of the company and of persons who ha-ing #een formerly in the employment of the company were while in such employment and ha-e continued after the determination of such employment to #e mem#ers of the company< is limited to fiftyC *ro-ided that where two or more persons hold one or more shares in the company $ointly they shall for the purpose of this regulation #e treated as a single mem#erD

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< any in-itation

to the pu#lic to su#scri#e for any shares or de#entures of the company is prohi#itedD

;ooooooooooooooooooooooooooooooooooooooooooooooooooo< the company

shall not ha-e power to issue share warrants to #earer.

;ppppppppppppppppppppppppppppppppppppppppppppppppppp< )he directors may+ in their

a#solute discretion and without assigning any reason therefor+ decline to register any transfer of any share+ whether or not it is a fully paid share.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< 7o #usiness shall #e transacted

at any general meeting unless a quorum of mem#ers is present at the time when the meeting proceeds to #usinessD sa-e as herein otherwise pro-ided two mem#ers present in person or #y pro"y shall #e a quorum.

23(

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr< Su#$ect to the pro-isions of the :aw+ a resolution in writing

signed #y all the mem#ers for the time #eing entitled to recei-e notice of and to attend and -ote at general meetings ;or #eing corporations #y their duly authorised representati-es< shall #e as -alid and effecti-e as if the same had #een passed at a general meeting of the company duly con-ened and held.

;sssssssssssssssssssssssssssssssssssssssssssssssssss< )he directors may at any time require any person

whose name is entered in the register of mem#ers of the company to furnish them with any information+ supported ;if the directors so require< #y a statutory declaration which they may consider necessary for the purpose of determining whether or not the company is an e"empt pri-ate company within the meaning of su#section ;4< of section 123 of the :aw. Note.6 Regulations 3 and 4 of this *art are alternati-e to regulations 24 and 53 respecti-ely of *art I. TABLE B. FORM OF MEMORANDUM OF ASSOCIATION OF A COMPAN" LIMITED B" SHARES. 1st. )he name of the company is 0)he ,astern Steam *ac8et .ompany+ :imited.1 2nd. )he o#$ects for which the company is esta#lished are 0the con-eyance of passengers and goods in ships or #oats #etween such places as the company may from time to time determine+ and the doing all such other things as are incidental or conduci-e to the attainment of the a#o-e o#$ect.1 3rd. )he lia#ility of the mem#ers is limited. 4th. )he share capital of the company is two hundred thousand pounds di-ided into one thousand shares of two hundred pounds each. A,+ the se-eral persons whose names and addresses are su#scri#ed+ are desirous of #eing formed into a company+ in pursuance of this memorandum of association+ and we respecti-ely agree to ta8e the num#er of shares in the capital of the company set opposite our respecti-e names. 7ames+ &ddresses and 2escriptions of Su#scri#ers 01. &.4. of 2. ..2. of 3. ,.3. of 4. =.B. of 5. I.@. of . ?.:. of !. M.7. of 0 0 0 Merchant 0 0 0 25 3( 4( 15 5 1( 7um#er of shares ta8en

#y each Su#scri#er 2((

231

)otal shares ta8en .. .. 3251

2ated the

day of + 1' . Aitness to the a#o-e signatures+ K.L. ;address<.......................

TABLE C. FORM OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPAN" LIMITED B" GUARANTEE? AND NOT HA ING A SHARE CAPITAL.

Memorandum of Association. 1st. )he name of the company is 0)he .yprus School &ssociation+ :imited.1 2nd. )he o#$ects for which the company is esta#lished are 0the carrying on a school for #oys in .yprus and the doing all such other things as are incidental or conduci-e to the attainment of the a#o-e o#$ect.1 3rd. )he lia#ility of the mem#ers is limited. 4th. ,-ery mem#er of the company underta8es to contri#ute to the assets of the company in the e-ent of its #eing wound up while he is a mem#er+ or within one year afterwards+ for payment of the de#ts and lia#ilities of the company contracted #efore he ceases to #e a mem#er+ and the costs+ charges and e"penses of winding up+ and for the ad$ustment of the rights of the contri#utories among themsel-es+ such amount as may #e required not e"ceeding ten pounds. A,+ the se-eral persons whose names and addresses are su#scri#ed+ are desirous of #eing formed into a company+ in pursuance of this memorandum of association.

7ames+ &ddresses and 2escriptions of Su#scri#ers. 01. &.4. of 2. ..2. of 3. ,.3. of Schoolmaster. 0 0

232

4. =.3. of 5. I.@. of . ?.:. of !. M.7. of 2ated the 0

0 0 day of + 1'

Aitness to the a#o-e signatures+ K.L. ;address<............................

ARTICLES OF ASSOCIATION TO ACCOMPAN" PRECEDING MEMORANDUM OF ASSOCIATION.

$nterpretation. 1. In these articlesC6 0the :aw1 means the .ompanies :aw+ .ap. 113. 0the seal1 means the common seal of the company. 0secretary1 means any person appointed to perform the duties of the secretary of the company. 0the .olony1 means the .olony of .yprus. ,"pressions referring to writing shall+ unless the contrary intention appears+ #e construed as including references to printing+ lithography+ photography and other modes of representing or reproducing words in a -isi#le form. /nless the conte"t otherwise requires+ words or e"pressions contained in these articles shall #ear the same meaning as in the :aw or any statutory modification thereof in force at the date at which these articles #ecome #inding on the company.

Members.

;ttttttttttttttttttttttttttttttttttttttttttttttttttt< )he num#er of mem#ers with which the company proposes to #e

registered is + #ut the directors may from time to time register an increase of mem#ers.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< )he

su#scri#ers to the memorandum of association and such other persons as the directors shall admit to mem#ership shall #e mem#ers of

233

the company.

General Meeting.

;---------------------------------------------------< )he company shall in each year

hold a general meeting as its annual general meeting in addition to any other meetings in that year+ and shall specify the meeting as such in the notices calling itD and not more than fifteen months shall elapse #etween the date of one annual general meeting of the company and that of the ne"t. *ro-ided that so long as the company holds its first annual general meeting within eighteen months of its incorporation+ it need not hold it in the year of its incorporation or in the following year. )he annual general meeting shall #e held at such time and place as the directors shall appoint.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww<
&ll general meetings other than annual general meetings shall #e called e"traordinary general meetings.

;"""""""""""""""""""""""""""""""""""""""""""""""""""< )he directors may+ whene-er

they thin8 fit+ con-ene an e"traordinary general meeting+ and e"traordinary general meetings shall also #e con-ened on such requisition+ or+ in default+ may #e con-ened #y such requisitionists+ as pro-ided #y section 12 of the :aw. If at any time there are not within the .olony sufficient directors capa#le of acting to form a quorum+ any director or any two mem#ers of the company may con-ene an e"traordinary general meeting in the same manner as nearly as possi#le as that in which meetings may #e con-ened #y the directors.

Notice of General Meetings. ;. &n annual general meeting and a meeting called for the passing of a special resolution shall #e called #y twenty6one days5 notice in writing at the least+ and a meeting of the company other than an annual general meeting or a meeting for the passing of a special resolution shall #e called #y fourteen days5 notice in writing at the least. )he notice shall #e e"clusi-e of the day on which it is ser-ed or deemed to #e ser-ed and of the day for which it is gi-en+ and shall specify the place+ the day and the hour of meeting and+ in case of special #usiness+ the general nature of that #usiness and shall #e gi-en+ in manner hereinafter mentioned or in such other manner+ if any+ as may #e prescri#ed #y the company in general meeting+ to such persons as are+ under the articles of the company+ entitled to recei-e such notices from the companyC *ro-ided that a meeting of the company shall+ notwithstanding that it is called #y shorter notice than that specified in this article+ #e deemed to ha-e #een duly called if it is so agreed 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< in the case of

a meeting called as the annual general meeting+ #y all the mem#ers entitled to attend and -ote thereatD and

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< in the case of any other

meeting+ #y a ma$ority in num#er of the mem#ers ha-ing a right to attend and -ote at the meeting+ #eing a ma$ority together representing not less than ninety6fi-e per cent of the total -oting rights at that meeting of all the mem#ers. <. )he accidental omission to gi-e notice of a meeting to+ or the non6receipt of notice of a meeting #y+ any person entitled to recei-e notice shall not in-alidate the proceedings at that meeting.

234

Proceedings at General Meetings.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< &ll #usiness shall #e deemed special that

is transacted at an e"traordinary general meeting+ and also all that is transacted at an annual general meeting+ with the e"ception of declaring a di-idend+ the consideration of the accounts+ #alance sheets+ and the reports of the directors and auditors+ the election of directors in the place of those retiring and the appointment of+ and the fi"ing of the remuneration+ of the auditors.

;####################################################< 7o #usiness shall #e transacted

at any general meeting unless a quorum of mem#ers is present at the time when the meeting proceeds to #usinessD sa-e as herein otherwise pro-ided+ three mem#ers present in person shall #e a quorum.

;cccccccccccccccccccccccccccccccccccccccccccccccccccc< If within half an hour from the time

appointed for the meeting a quorum is not present+ the meeting+ if con-ened upon the requisition of mem#ers+ shall #e dissol-edD in any other case it shall stand ad$ourned to the same day in the ne"t wee8+ at the same time and place+ or to such other day and at such other time and place as the directors may determine+ and if at the ad$ourned meeting a quorum is not present within half an hour from the time appointed for the meeting the mem#ers present shall #e a quorum.

;dddddddddddddddddddddddddddddddddddddddddddddddddddd< )he chairman+ if any+ of the

#oard of directors shall preside as chairman at e-ery general meeting of the company or if there is no such chairman+ or if he shall not #e present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the directors present shall elect one of their num#er to #e chairman of the meeting.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< If at any meeting no director is willing to

act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting+ the mem#ers present shall choose one of their num#er to #e chairman of the meeting.

;ffffffffffffffffffffffffffffffffffffffffffffffffffff< )he chairman may+ with the consent of any meeting at

which a quorum is present ;and shall if so directed #y the meeting<+ ad$ourn the meeting from time to time and from place to place+ #ut no #usiness shall #e transacted at any ad$ourned meeting other than the #usiness left unfinished at the meeting from which the ad$ournment too8 place. Ahen a meeting is ad$ourned for thirty days or more+ notice of the ad$ourned meeting shall #e gi-en as in the case of an original meeting. Sa-e as aforesaid it shall not #e necessary to gi-e any notice of an ad$ournment or of the #usiness to #e transacted at an ad$ourned meeting.

;gggggggggggggggggggggggggggggggggggggggggggggggggggg< &t any general meeting a

resolution put to the -ote of the meeting shall #e decided on a show of hands unless a poll is ;#efore or on the declaration of the result of the show of hands< demanded 6

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< #y
chairmanD or

the

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<
person or #y pro"yD or

#y at least three mem#ers present in

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

#y any mem#er or mem#ers present in person or #y pro"y and representing not less than one6tenth of the total -oting rights of all the mem#ers ha-ing the right to -ote at the meeting.

235

/nless a poll #e so demanded a declaration #y the chairman that a resolution has on a show of hands #een carried or carried unanimously+ or #y a particular ma$ority+ or lost and an entry to that effect in the #oo8 containing the minutes of proceedings of the company shall #e conclusi-e e-idence of the fact without proof of the num#er or proportion of the -otes recorded in fa-our of or against such resolution. )he demand for a poll may #e withdrawn.

;8888888888888888888888888888888888888888888888888888< ,"cept as pro-ided in article 1%+

if a poll is duly demanded it shall #e ta8en in such manner as the chairman directs+ and the result of the poll shall #e deemed to #e the resolution of the meeting at which the poll was demanded.

;llllllllllllllllllllllllllllllllllllllllllllllllllll<

In the case of an equality of -otes+ whether on a show of hands or on a poll+ the chairman of the meeting at which the show of hands ta8es place or at which the poll is demanded+ shall #e entitled to a second or casting -ote.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmm< & poll demanded on the election of a chairman+ or on a question of ad$ournment+ shall #e ta8en
forthwith. & poll demanded on any other question shall #e ta8en at such time as the chairman of the meeting directs+ and any #usiness other than that upon which a poll has #een demanded may #e proceeded with pending the ta8ing of the poll.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< Su#$ect to the pro-isions of the

:aw a resolution in writing signed #y all the mem#ers for the time #eing entitled to recei-e notice of and to attend and -ote at general meetings ;or #eing corporations #y their duly authoriEed representati-es< shall #e as -alid and effecti-e as if the same had #een passed at a general meeting of the company duly con-ened and held.

%otes of Members.

;oooooooooooooooooooooooooooooooooooooooooooooooooooo< ,-ery mem#er shall ha-e one

-ote.

;pppppppppppppppppppppppppppppppppppppppppppppppppppp< & mem#er of unsound mind+ or

in respect of whom an order has #een made #y any .ourt ha-ing $urisdiction in lunacy+ may -ote+ whether on a show of hands or on a poll+ #y the administrator of his property+ his committee+ recei-er+ curator #onis or other person in the nature of an administrator+ committee+ recei-er or curator #onis appointed #y that .ourt+ and any such administrator+ committee+ recei-er+ curator #onis or other person may+ on a poll+ -ote #y pro"y.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< 7o mem#er shall #e entitled to

-ote at any general meeting unless all moneys presently paya#le #y him to the company ha-e #een paid.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<
#y pro"y.

9n a poll -otes may #e gi-en either personally or

;ssssssssssssssssssssssssssssssssssssssssssssssssssss< )he instrument appointing a pro"y shall #e in

writing under the hand of the appointer or of his attorney duly authorised in writing+ or+ if the appointer is a corporation+ either under seal or under the hand of an officer or attorney duly authorised. & pro"y need not #e a mem#er of the company.

23

;tttttttttttttttttttttttttttttttttttttttttttttttttttt<

)he instrument appointing a pro"y and the power of attorney or other authority+ if any+ under which it is signed or a notarially certified copy of that power or authority shall #e deposited at the registered office of the company or at such other place within the .olony as is specified for that purpose in the notice con-ening the meeting+ not less than 4% hours #efore the time for holding the meeting or ad$ourned meeting at which the person named in the instrument proposes to -ote+ or+ in the case of a poll+ not less than 24 hours #efore the time appointed for the ta8ing of the poll+ and in default the instrument of pro"y shall not #e treated as -alid

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< &n instrument appointing a

pro"y shall #e in the following form or a form as near thereto as circumstances admit 6 0 :imited.

IFAe + of + #eing a mem#erFmem#ers of the a#o-e6named company+ here#y appoint of or failing him of + as myFour pro"y to -ote for meFus on myFour #ehalf at the Gannual or e"traordinary+ as the case may #eH general meeting of the company to #e held on the day of + 1' + and at any ad$ournment thereof. Signed this day of 1' .1

-;. Ahere it is desired to afford mem#ers an opportunity of -oting for or against a resolution the instrument appointing a pro"y shall #e in the following form or a form as near thereto as circumstances admit 6

:imited.

IFAe + of + #eing a mem#erFmem#ers of the a#o-e6named company+ here#y appoint of or failing him of + as myFour pro"y to -ote for meFus on myFour #ehalf at the Gannual or e"traordinary+ as the case may #eH general meeting of the company to #e held on the day of + 1' + and at any ad$ournment thereof. Signed this day of 1' .

)his form is to #e used in fa-our ofIFagainst the resolution. /nless otherwise instructed+ the pro"y will -ote as he thin8s fit.

Stri8e out whiche-er is not desired.1

;----------------------------------------------------< )he instrument appointing a

pro"y shall #e deemed to confer authority to demand or $oin in demanding a poll.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww

23!

& -ote gi-en in accordance with the terms of an instrument of pro"y shall #e -alid notwithstanding the pre-ious death or insanity of the principal or re-ocation of the pro"y or of the authority under which the pro"y was e"ecuted+ pro-ided that no intimation in writing of such death+ insanity or re-ocation as aforesaid shall ha-e #een recei-ed #y the company at the office #efore the commencement of the meeting or ad$ourned meeting at which the pro"y is used.

Corporations acting by Representatives at Meetings. 3>. &ny corporation which is a mem#er of the company may #y resolution of its directors or other go-erning #ody authorise such person as it thin8s fit to act as its representati-e at any meeting of the company+ and the person so authorised shall #e entitled to e"ercise the same powers on #ehalf of the corporation which he represents as that corporation could e"ercise if it were an indi-idual mem#er of the company.

"irectors.

;""""""""""""""""""""""""""""""""""""""""""""""""""""< )he num#er of the directors and

the names of the first directors shall #e determined in writing #y the su#scri#ers of the memorandum of association or a ma$ority of them.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< )he

remuneration of the directors shall from time to time #e determined #y the company in general meeting. Such remuneration shall #e deemed to accrue from day to day. )he directors shall also #e paid all tra-elling+ hotel and other e"penses properly incurred #y them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the #usiness of the company.

)orrowing Powers. 33. )he directors may e"ercise all the powers of the company to #orrow money+ and to charge or mortgage its underta8ing and property+ or any part thereof+ and to issue de#entures+ de#enture stoc8 and other securities+ whether outright or as security for any de#t+ lia#ility or o#ligation of the company or of any third party.

Powers and "uties of "irectors.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< )he #usiness of the company shall #e

managed #y the directors+ who may pay all e"penses incurred in promoting and registering the company+ and may e"ercise all such powers of the company as are not+ #y the :aw or #y these articles+ required to #e e"ercised #y the company in general meeting+ su#$ect ne-ertheless to the pro-isions of the :aw or these articles and to such regulations+ #eing not inconsistent with the aforesaid pro-isions+ as may #e prescri#ed #y the company in general meetingD #ut no regulation made #y the company in general meeting shall in-alidate any prior act of the directors which would ha-e #een -alid if that regulation had not #een made.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

)he directors may from time to time and at any time #y power of attorney appoint any company+ firm or person or #ody of persons+ whether

23%

nominated directly or indirectly #y the directors+ to #e the attorney or attorneys of the company for such purposes and with such powers+ authorities and discretions ;not e"ceeding those -ested in or e"ercisa#le #y the directors under these articles< and for such period and su#$ect to such conditions as they may thin8 fit+ and any such powers of attorney may contain such pro-isions for the protection and con-enience of persons dealing with any such attorney as the directors may thin8 fit and may also authorise any such attorney to delegate all or any of the powers+ authorities and discretions -ested in him.

;#####################################################<

&ll cheques+ promissory notes+ drafts+ #ills of e"change and other negotia#le instruments+ and all receipts for moneys paid to the company+ shall #e signed+ drawn+ accepted+ endorsed+ or otherwise e"ecuted+ as the case may #e+ in such manner as the directors shall from time to time #y resolution determine.

;ccccccccccccccccccccccccccccccccccccccccccccccccccccc<
minutes to #e made in #oo8s pro-ided for the purpose 6

)he

directors

shall

cause

;ddddddddddddddddddddddddddddddddddddddddddddddddddddd<
all appointments of officers made #y the directorsD

of

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

of the names of the directors present at each meeting of the directors and of any committee of the directors+

;fffffffffffffffffffffffffffffffffffffffffffffffffffff< of all resolutions and proceedings at all

meetings of the company+ and of the directors+ and of committees of directorsD and e-ery director present at any meeting of directors or committee of directors shall sign his name in a #oo8 to #e 8ept for that purpose.

"is/ualification of "irectors. 3<. )he office of director shall #e -acated if the director 6

;ggggggggggggggggggggggggggggggggggggggggggggggggggggg<

with out the consent of the company in general meeting holds any other office of profit under the companyD or #eco mes #an8rupt or ma8es any arrangement or composition with his creditors generallyD or #ecomes prohi#ited from #eing a director #y reason of any order made under section 1%( of the :awD or #ecomes of unsound mindD or resig

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< ;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

;88888888888888888888888888888888888888888888888888888<
ns his office #y notice in writing to the companyD or

;lllllllllllllllllllllllllllllllllllllllllllllllllllll<

is directly or indirectly interested in any

23'

contract with the company and fails to declare the nature of his interest in manner required #y section 1'1 of the :aw. & director shall not -ote in respect of any contract in which he is interested or any matter arising thereout+ and if he does so -ote his -ote shall not #e counted.

Rotation of "irectors.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmm< &t the first annual general meeting of the company all the directors shall retire from office+ and at
the annual general meeting in e-ery su#sequent year one6third of the directors for the time #eing+ or+ if their num#er is not three or a multiple of three+ then the num#er nearest one6third+ shall retire from office.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

)he directors to retire in e-ery year shall #e those who ha-e #een longest in office since their last election+ #ut as #etween persons who #ecame directors on the same day those to retire shall ;unless they otherwise agree among themsel-es< #e determined #y lot.

;ooooooooooooooooooooooooooooooooooooooooooooooooooooo<
#e eligi#le for re6election.

& retiring director shall

;ppppppppppppppppppppppppppppppppppppppppppppppppppppp<

)he company at the meeting at which a director retires in manner aforesaid may fill the -acated office #y electing a person thereto+ and in default the retiring director shall+ if offering himself for re6election+ #e deemed to ha-e #een re6elected+ unless at such meeting it is e"pressly resol-ed not to fill such -acated office or unless a resolution for the re6election of such director shall ha-e #een put to the meeting and lost.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

7o person other than a director retiring at the meeting shall unless recommended #y the directors #e eligi#le for election to the office of director at any general meeting unless+ not less than three nor more than twenty6one days #efore the date appointed for the meeting+ there shall ha-e #een left at the registered office of the company notice in writing+ signed #y a mem#er duly qualified to attend and -ote at the meeting for which such notice is gi-en+ of his intention to propose such person for election+ and also notice in writing signed #y that person of his willingness to #e elected.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

)he company may from time to time #y ordinary resolution increase or reduce the num#er of directors+ and may also determine in what rotation the increased or reduced num#er is to go out of office.

;sssssssssssssssssssssssssssssssssssssssssssssssssssss<

)he directors shall ha-e power at any time+ and from time to time+ to appoint any person to #e a director+ either to fill a casual -acancy or as an addition to the e"isting directors+ #ut so that the total num#er of directors shall not at any time e"ceed the num#er fi"ed in accordance with these articles. &ny director so appointed shall hold office only until the ne"t following annual general meeting+ and shall then #e eligi#le for re6election+ #ut shall not #e ta8en into account in determining the directors who are to retire #y rotation at such meeting.

;ttttttttttttttttttttttttttttttttttttttttttttttttttttt<

)he company may #y ordinary resolution+ of which special notice has #een gi-en in accordance with section 13 of the :aw+ remo-e any director #efore the e"piration of his period of office notwithstanding anything in these articles or in any agreement #etween the company and such

24(

director. Such remo-al shall #e without pre$udice to any claim such director may ha-e for damages for #reach of any contract of ser-ice #etween him and the company.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

)he company may #y ordinary resolution appoint another person in place of a director remo-ed from office under the immediately preceding article. Aithout pre$udice to the powers of the directors under article 45 the company in general meeting may appoint any person to #e a director either to fill a casual -acancy or as an additional director. )he person appointed to fill such a -acancy shall #e su#$ect to retirement at the same time as if he had #ecome a director on the day on which the director in whose place he is appointed was last elected a director.

Proceedings of "irectors.

;-----------------------------------------------------<

)he directors may meet together for the despatch of #usiness+ ad$ourn+ and otherwise regulate their meetings+ as they thin8 fit. Juestions arising at any meeting shall #e decided #y a ma$ority of -otes. In the case of an equality of -otes the chairman shall ha-e a second or casting -ote. & director may+ and the secretary on the requisition of a director shall+ at any time summon a meeting of the directors. It shall not #e necessary to gi-e notice of a meeting of directors to any director for the time #eing a#sent from the .olony.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww ww< )he quorum necessary for the transaction of the #usiness of the directors may #e fi"ed #y the directors+ and
unless so fi"ed shall #e two.

;"""""""""""""""""""""""""""""""""""""""""""""""""""""<

)he continuing directors may act notwithstanding any -acancy in their #ody+ #ut+ if and so long as their num#er is reduced #elow the num#er fi"ed #y or pursuant to the articles of the company as the necessary quorum of directors+ the continuing directors or director may act for the purpose of increasing the num#er of directors to that num#er+ or of summoning a general meeting of the company+ #ut for no other purpose.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

)he directors may elect a chairman of their meetings and determine the period for which he is to hold officeD #ut+ if no such chairman is elected+ or if at any meeting the chairman is not present within fi-e minutes after the time appointed for holding the same+ the directors present may choose one of their num#er to #e chairman of the meeting.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

)he directors may delegate any of their powers to committees consisting of such mem#er or mem#ers of their #ody as they thin8 fitD any committee so formed shall in the e"ercise of the powers so delegated conform to any regulations that may #e imposed on it #y the directors.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

& committee may elect a chairman of its meetingsD if no such chairman is elected+ or if at any meeting the chairman is not present within fi-e minutes after the time appointed for holding the same+ the mem#ers present may choose one of their num#er to #e chairman of the meeting.

;######################################################<

& committee may meet and ad$ourn as it thin8s proper. Juestions arising at any meeting shall #e determined #y a ma$ority of -otes of the mem#ers present+ and in the case of an equality of -otes the chairman shall ha-e a second or casting -ote.

241

;cccccccccccccccccccccccccccccccccccccccccccccccccccccc<

&ll acts done #y any meeting of the directors or of a committee of directors+ or #y any person acting as a director+ shall notwithstanding that it #e afterwards disco-ered that there was some defect in the appointment of any such director or person acting as aforesaid+ or that they or any of them were disqualified+ #e as -alid as if e-ery such person had #een duly appointed and was qualified to #e a director.

;dddddddddddddddddddddddddddddddddddddddddddddddddddddd<

& resolution in writing+ signed #y all the directors for the time #eing entitled to recei-e notice of a meeting of the directors+ shall #e as -alid and effectual as if it had #een passed at a meeting of the directors duly con-ened and held.

#ecretary.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

)he secretary shall #e appointed #y the directors for such term+ at such remuneration and upon such conditions as they may thin8 fitD and any secretary so appointed may #e remo-ed #y them.

;ffffffffffffffffffffffffffffffffffffffffffffffffffffff< & pro-ision of the :aw or these articles requiring or

authorising a thing to #e done #y or to a director and the secretary shall not #e satisfied #y its #eing done #y or to the same person acting #oth as director and as+ or in place of+ the secretary.

'he #eal. 6=. )he directors shall pro-ide for the safe custody of the seal+ which shall only #e used #y the authority of the directors or of a committee of the directors authorised #y the directors in that #ehalf+ and e-ery instrument to which the seal shall #e affi"ed shall #e signed #y a director and shall #e countersigned #y the secretary or #y a second director or #y some other person appointed #y the directors for the purpose.

Accounts. 7>. )he directors shall cause proper #oo8s of account to #e 8ept with respect to 6

;gggggggggggggggggggggggggggggggggggggggggggggggggggggg<

all sums of money recei-ed and e"pended #y the company and the matters in respect of which the receipt and e"penditure ta8es placeD all

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<
sales and purchases of goods #y the companyD and

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

the assets and lia#ilities of the company.

*roper #oo8s shall not #e deemed to #e 8ept if there are not 8ept such #oo8s of account as are necessary to gi-e a true and fair -iew of the state of the company5s affairs and to e"plain its transactions.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

)he #oo8s of account shall #e 8ept at the registered office of

242

the company+ or+ su#$ect to section 141;3< of the :aw+ at such other place or places as the directors thin8 fit+ and shall always #e open to the inspection of the directors.

;888888888888888888888888888888888888888888888888888888<

)he directors shall from time to time determine whether and to what e"tent and at what times and places and under what conditions or regulations the accounts and #oo8s of the company or any of them shall #e open to the inspection of mem#ers not #eing directors+ and no mem#er ;not #eing a director< shall ha-e any right of inspecting any account or #oo8 or document of the company e"cept as conferred #y statute or authorised #y the directors or #y the company in general meeting.

;llllllllllllllllllllllllllllllllllllllllllllllllllllll<

)he directors shall from time to time in accordance with sections 142+ 144 and 151 of the :aw+ cause to #e prepared and to #e laid #efore the company in general meeting such profit and loss accounts+ #alance sheets+ group accounts ;if any< and reports as are referred to in those sections.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmm< & copy of e-ery #alance sheet ;including e-ery document required #y law to #e anne"ed thereto<
which is to #e laid #efore the company in general meeting+ together with a copy of the auditor5s report+ shall not less than twenty6one days #efore the date of the meeting #e sent to e-ery mem#er of+ and e-ery holder of de#entures of+ the company. *ro-ided that this article shall not require a copy of those documents to #e sent to any person of whose address the company is not aware or to more than one of the $oint holders of any de#entures.

Audit. 76. &uditors shall #e appointed and their duties regulated in accordance with sections 153 to 15 ;#oth inclusi-e< of the :aw.

Notices.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

& notice may #e gi-en #y the company to any mem#er either personally or #y sending it #y post to him or to his registered address+ or ;if he has no registered address within the .olony< to the address+ if any+ within the .olony supplied #y him to the .ompany for the gi-ing of notice to him. Ahere a notice is sent #y post+ ser-ice of the notice shall #e deemed to #e effected #y properly addressing+ prepaying and posting a letter containing the notice+ and to ha-e #een effected in the case of a notice of a meeting at the e"piration of 24 hours after the letter containing the same is posted+ and in any other case at the time at which the letter would #e deli-ered in the ordinary course of post.

;oooooooooooooooooooooooooooooooooooooooooooooooooooooo<
meeting shall #e gi-en in any manner herein#efore authorised to 6

7otice of e-ery general

;pppppppppppppppppppppppppppppppppppppppppppppppppppppp<

e-er y mem#er e"cept those mem#ers who ;ha-ing no registered address within the .olony< ha-e not supplied to the company an address within the .olony for the gi-ing of notices to themD e-er y person #eing a legal personal representati-e or a trustee in #an8ruptcy of a mem#er

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

243

where the mem#er #ut for his death or #an8ruptcy would #e entitled to recei-e notice of the meetingD and

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<
the company. 7o other person shall #e entitled to recei-e notices of general meetings. 7ames+ &ddresses and 2escriptions of Su#scri#ers. 01. &.4. of 2. ..2. of 3..,.3. of 4. =.B. of 5. I.@. of . ?.:. of !. M.7. of 2ated the day of 1' 0 0 0 .1 Schoolmaster 0 0 0

the auditor for the time #eing of

Aitness to the a#o-e signatures+ K.L. ;address<............................

TABLE D. MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPAN" LIMITED B" GUARANTEE? AND HA ING A SHARE CAPITAL. Memorandum of Association. 1st. )he name of the company is 0)he )ourist Botel .ompany+ :imited.1 2nd. )he o#$ects for which the company is esta#lished are 0the facilitating tra-elling in .yprus+ #y pro-iding hotels and con-eyances #y sea and #y land for the accommodation of tra-ellers+ and the doing all such other things as are incidental or conduci-e to the attainment of the a#o-e o#$ect.1 3rd. )he lia#ility of the mem#ers is limited. 4th. ,-ery mem#er of the company underta8es to contri#ute to the assets of the company in the e-ent of its #eing wound up while he is a mem#er+ or within one year afterwards+ for payment of the de#ts and lia#ilities of the

244

company+ contracted #efore he ceases to #e a mem#er+ and the costs+ charges and e"penses of winding up the same and for the ad$ustment of the rights of the contri#utories amongst themsel-es+ such amount as may #e required+ not e"ceeding twenty pounds. 5th. )he share capital of the company shall consist of fi-e hundred thousand pounds+ di-ided into fi-e thousand shares of one hundred pounds each. A,+ the se-eral persons whose names and addresses are su#scri#ed+ are desirous of #eing formed into a company+ in pursuance of this memorandum of association+ and we respecti-ely agree to ta8e the num#er of shares in the capital of the company set opposite our respecti-e names. 7ames+ &ddresses and 2escriptions Su#scri#er. 01. &.4. of 2. ..2. of 3. ,.3. of 4. =.B. of 5. I.@. of . ?.:. of !. M.7. of 0 0 0 Merchant 0 0 0 25 3( 4( 15 5 1( 7um#er of shares ta8en 2(( of Su#scri#ers. #y each

)otal shares ta8en 3251

2ated the

day of

1' .

Aitness to the a#o-e signatures+ K.L. ;address< ......................

ARTICLES OF ASSOCIATION TO ACCOMPAN" PRECEDING MEMORANDUM OF ASSOCIATION.

;ssssssssssssssssssssssssssssssssssssssssssssssssssssss<
company proposes to #e registered is mem#ers.

)he num#er of mem#ers with which the #ut the directors may from time to time register an increase of

;tttttttttttttttttttttttttttttttttttttttttttttttttttttt<

)he regulations of )a#le &+ *art I+ set out in the 3irst

245

Schedule to the .ompanies :aw+ .ap. 113.+ shall #e deemed to #e incorporated with these articles and shall apply to the company. 7ames+ &ddresses and 2escriptions of Su#scri#ers. 01. &.4. of 2. ..2. of 3. ,.3. of 4. =.B. of 5. I.@. of . ?.:. of !. M.7. of 2ated the day of 0 0 0 1' .1 Merchant 0 0 0

Aitness to the a#o-e signatures. K.L. ;address<.......................

24

SECOND SCHEDULE. (Se0)*'ns 17 and 3<;.)

FORM OF LICENCE TO HOLD IMMO ABLE PROPERT". )he =o-ernor here#y licences the and e7tent of immovable property<. to hold the immo-a#le property hereunder descri#ed ; insert description

)he conditions of this licence are ;insert conditions! if any<.

24!

THIRD SCHEDULE. (Se0)*'n 31.)

FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELI ERED TO REGISTRAR B" A PRI ATE COMPAN" ON BECOMING A PUBLIC COMPAN" AND REPORTS TO BE SET OUT THEREIN.

PART 1.- FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN. 'he Companies aw! Cap. 556. Statement in lieu of *rospectus deli-ered for registration #y ;insert the name of the company< pursuant to section 31 of the .ompanies :aw+ .ap. 113. 2eli-ered for registration #y )he nominal share capital of the company. 2i-ided into .. .. .. .. &mount ;if any< of a#o-e capital which consists of redeema#le preference shares. )he earliest date on which the company has power to redeem these shares. 7ames+ descriptions and addresses of directors or proposed directors. &mount of shares issued .. .. .. &mount of commissions paid in connection therewith. &mount of discount+ if any+ allowed on the issue of any shares+ or so much thereof as has not #een written off at the date of the statement. /nless more than one year has elapsed since the date on which the company was entitled to commence #usinessC6 &mount of preliminary e"penses .. 4y whom those e"penses ha-e #een paid or are paya#le. &mount paid to any promoter .. .onsideration for the payment .. &ny other #enefit gi-en to any promoter. M Shares of M 0 0 0 0 0 0 Shares of M each. each.

Shares

M 7ame of promoterC6 &mount M .onsiderationC6 7ame of promoterC6 7ature and -alue of #enefitC

24%

.onsideration for gi-ing of #enefit If the share capital of the company is di-ided into different classes of shares+ the right of -oting at meetings of the company conferred #y+ and the rights in respect of capital and di-idends attached to+ the se-eral classes of shares respecti-ely. 7um#er and amount of shares and de#entures issued within the two years preceding the date of this statement as fully or partly paid up otherwise than for cash or agreed to #e so issued at the date of this statement. .onsideration for the issue of those shares or de#entures. 7um#er+ description and amount of any shares or de#entures which any person has or is entitled to #e gi-en an option to su#scri#e for+ or to acquire from a person to whom they ha-e #een allotted or agreed to #e allotted with a -iew to his offering them for sale. *eriod during which option is e"ercisa#le *rice to #e paid for shares or de#entures su#scri#ed for or acquired under option. .onsideration for option or right to option. *ersons to whom option or right to option was gi-en or+ if gi-en to e"isting shareholders or de#enture holders as such+ the rele-ant shares or de#entures. 7ames and addresses of -endors of property ;1< purchased or acquired #y the company within the two years preceding the date of this statement or ;2< agreed or proposed to #e purchased or acquired #y the company+ e"cept where the contract for its purchase or acquisition was entered into in the ordinary course of #usiness and there is no connection #etween the contract and the company ceasing to #e a pri-ate company or where the amount of the purchase money is not material. &mount ;in cash+ shares or de#entures< paid or paya#le to each separate -endor.

.onsiderationC6

1. 2.

shares of M fully paid. shares upon which M per share credited as paid. 3. 4. 1. de#entures M .onsideration.C6 shares of M and de#entures of M

2. 3. 4. 5.

/ntil

.onsiderationC6 7ames and addressesC6

24'

&mount paid or paya#le in cash+ shares or de#entures or any such property+ specifying the amount paid or paya#le for goodwill.

)otal purchase price .. .ash .. Shares .. 2e#entures.. =oodwill ..

M M M M M

Short particulars of any transaction relating to any such property which was completed within the two preceding years and in which any -endor to the company or any person who is+ or was at the time thereof+ a promoter+ director or proposed director of the company had any interest direct or indirect. 2ates of+ parties to+ and general nature of e-ery material contract ;other than contracts entered into in the ordinary course of #usiness or entered into more than two years #efore the deli-ery of this statement<. )ime and place at which the contracts or copies thereof may #e inspected or ;1< in the case of a contract not reduced into writing+ a memorandum gi-ing full particulars thereof+ and ;2< in the case of a contract wholly or partly in a foreign language+ a copy of a translation thereof in ,nglish or em#odying a translation in ,nglish of the parts in a foreign language+ as the case may #e+ #eing a translation certified in the prescri#ed manner to #e a correct translation. 7ames and addresses of the auditors of the company. 3ull particulars of the nature and e"tent of the interest of e-ery director in any property purchased or acquired #y the company within the two years preceding the date of this statement or proposed to #e purchased or acquired #y the company or+ where the interest of such a director consists in #eing a partner in a firm+ the nature and e"tent of the interest of the firm+ with a statement of all sums paid or agreed to #e paid to him or to the firm in cash or shares+ or otherwise+ #y any person either to induce him to

25(

#ecome or to qualify him as+ a director+ or otherwise for ser-ices rendered or to #e rendered to the company #y him or #y the firm. Rates of the di-idends ;if any< paid #y the company in respect of each class of shares in the company in each of the fi-e financial years immediately pre6 ceding the date of this statement or since the incorporation of the company whiche-er period is the shorter. *articulars of the cases in which no di-idends ha-e #een paid in respect of any class of shares in any of these years. ;Signatures of the persons a#o-e6named as directors or proposed directors or of their agents authorised in writing.< ;2ate<

PART II. - REPORTS TO BE SET OUT. 1. If unissued shares or de#entures of the company are to #e applied in the purchase of a #usiness+ a report made #y accountants ;who shall #e named in the statement< upon 6

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

the profits or losses of the #usiness in respect of each of the fi-e financial years immediately preceding the deli-ery of the statement to the registrarD and the assets and lia#ilities of the #usiness at the last date to which the accounts of the #usiness were made up.

;------------------------------------------------------<

-.(1) If unissued shares or de#entures of the company are to #e applied directly or indirectly in any manner resulting in the acquisition of shares in a #ody corporate which #y reason of the acquisition or anything to #e done in consequence thereof or in connection therewith will #ecome a su#sidiary of the company+ a report made #y accountants ;who shall #e named in the statement< with respect to the profits and losses and assets and lia#ilities of the other #ody corporate in accordance with su#6paragraph ;2< or ;3< of this paragraph+ as the case requires+ indicating how the profits or losses of the other #ody corporate dealt with #y the report would+ in respect of the shares to #e acquired+ ha-e concerned mem#ers of the company+ and what allowance would ha-e fallen to #e made+ in relation to assets and lia#ilities so dealt with+ for holders of other shares+ if the company had at all material times held the shares to #e acquired. (-) If the other #ody corporate has no su#sidiaries+ the report referred to in the foregoing su#6paragraph shall 6

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwwwwwwww< so far as regards profits and losses+ deal with the profits or losses of
the #ody corporate in respect of each of the fi-e financial years immediately preceding

251

the deli-ery of the statement to the registrarD and

;""""""""""""""""""""""""""""""""""""""""""""""""""""""<

so far as regards assets and lia#ilities+ deal with the assets and lia#ilities of the #ody corporate at the last date to which the accounts of the #ody corporate were made up.

(3) shall 6

If the other #ody corporate has su#sidiaries+ the report referred to in su#6paragraph ;1< of this paragraph 0a1 so far as regards profits and losses+ deal separately with the other #ody corporate5s profits or losses as pro-ided #y the last foregoing su#6paragraph+ and in addition deal either 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<
as a whole with the com#ined profits or losses of its su#sidiaries+ so far as they concern mem#ers of the other #ody corporateD or

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

indi -idually with the profits or losses of each su#sidiary+ so far as they concern mem#ers of the other #ody corporateD or+ instead of dealing separately with the other #ody corporate5s profits or losses+ deal as a whole with the profits or losses of the other #ody corporate and+ so far as they concern mem#ers of the other #ody corporate+ with the com#ined profits or losses of its su#sidiariesD and

0b1

so far as regards assets and lia#ilities+ deal separately with the other #ody corporate5s assets and lia#ilities as pro-ided #y the last foregoing su#6paragraph and+ in addition+ deal either 6

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

as a whole with the com#ined assets and lia#ilities of its su#sidiaries+ with or without the other #ody corporate5s assets and lia#ilitiesD or

;#######################################################<
indi-idually with the assets and lia#ilities of each su#sidiaryD and shall indicate as respects the assets and lia#ilities of the su#sidiaries the allowance to #e made for persons other than mem#ers of the company.

PART III.- PRO ISIONS APPL"ING TO PARTS I AND II OF THIS SCHEDULE.

;ccccccccccccccccccccccccccccccccccccccccccccccccccccccc<

In this Schedule the e"pression 0-endor1 includes a -endor as defined in *art III of the 3ourth Schedule+ and the e"pression 0financial year1 has the meaning assigned to it in that *art of that Schedule.

;ddddddddddddddddddddddddddddddddddddddddddddddddddddddd<

If in the case of a #usiness which has #een carried on+ or of a #ody corporate which has #een carrying on #usiness+ for less than fi-e years+ the accounts of the #usiness or #ody corporate ha-e only #een made up in respect of four years+ three years+ two years or one year+ *art II of this Schedule shall ha-e effect as if references to four years+ three years+ two years

252

or one year+ as the case may #e+ were su#stituted for references to fi-e years.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

&ny report required #y *art II of this Schedule shall either indicate #y way of note any ad$ustments as respects the figures of any profits or losses or assets and lia#ilities dealt with #y the report which appear to the persons ma8ing the report necessary or shall ma8e those ad$ustments and indicate that ad$ustments ha-e #een made.

;fffffffffffffffffffffffffffffffffffffffffffffffffffffff<

&ny report #y accountants required #y *art II of this Schedule shall #e made #y accountants qualified under this :aw for appointment as auditors of a company which is not an e"empt pri-ate company and shall not #e made #y any accountant who is an officer or ser-ant+ or a partner of or in the employment of an officer or ser-ant+ of the company+ or of the company5s su#sidiary or holding company or of a su#sidiary of the company5s holding companyD and for the purposes of this paragraph the e"pression 0officer1 shall include a proposed director #ut not an auditor.

253

FOURTH SCHEDULE. (Se0)*'ns 31? 3=? 51? 5;? 366? 367? 36<.) MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN.

PART I.- MATTERS TO BE SPECIFIED.

;ggggggggggggggggggggggggggggggggggggggggggggggggggggggg<

)he num#er of founders or management or deferred shares+ if any+ and the nature and e"tent of the interest of the holders in the property and profits of the company.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

)he num#er of shares+ if any+ fi"ed #y the articles as the qualification of a director+ and any pro-ision in the articles as to the remuneration of the directors.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<
proposed directors.

)he names+ descriptions and addresses of the directors or

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<
particulars as to 6

Ahere shares are offered to the pu#lic for su#scription+

;8888888888888888888888888888888888888888888888888888888<

the minimum amount which+ in the opinion of the directors+ must #e raised #y the issue of those shares in order to pro-ide the sums+ or+ if any part thereof is to #e defrayed in any other manner+ the #alance of the sums+ required to #e pro-ided in respect of each of the following mattersC6

;lllllllllllllllllllllllllllllllllllllllllllllllllllllll<

the purchase price of any property purchased or to #e purchased which is to #e defrayed in whole or in part out of the proceeds of the issueD

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmmmmm< any preliminary e"penses

paya#le #y the company+ and any commission so paya#le to any person in consideration of his agreeing to su#scri#e for+ or of his procuring or agreeing to procure su#scriptions for+ any shares in the companyD

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<
the repayment of any moneys #orrowed #y the company in respect of any of the foregoing mattersD

;ooooooooooooooooooooooooooooooooooooooooooooooooooooooo<
wor8ing capitalD and 0b1 the amounts to #e pro-ided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to #e pro-ided.

254

;ppppppppppppppppppppppppppppppppppppppppppppppppppppppp<
opening of the su#scription lists.

)he

time

of

the

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

)he amount paya#le on application and allotment on each share+ and+ in the case of a second or su#sequent offer of shares+ the amount offered for su#scription on each pre-ious allotment made within the two preceding years+ the amount actually allotted+ and the amount+ if any+ paid on the shares so allotted.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

)he num#er+ description and amount of any shares in or de#entures of the company which any person has+ or is entitled to #e gi-en+ an option to su#scri#e for together with the following particulars of the option+ that is to say 6

;sssssssssssssssssssssssssssssssssssssssssssssssssssssss<
which it is e"ercisa#leD

the

period

during

;ttttttttttttttttttttttttttttttttttttttttttttttttttttttt<
de#entures su#scri#ed for under itD

the price to #e paid for shares or

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<
consideration ;if any< gi-en or to #e gi-en for it or for the right to itD

the

;-------------------------------------------------------<

the names and addresses of the persons to whom it or the right to it was gi-en or+ if gi-en to e"isting shareholders or de#enture holders as such+ the rele-ant shares or de#entures.

<. )he num#er and amount of shares and de#entures which within the two preceding years ha-e #een issued+ or agreed to #e issued+ as fully or partly paid up otherwise than in cash+ and in the latter case the e"tent to which they are so paid up+ and in either case the consideration for which those shares or de#entures ha-e #een issued or are proposed or intended to #e issued. =.(1) &s respects any property to which this paragraph applies 6

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwwwwwwwww< the names and addresses of the -endorsD ;"""""""""""""""""""""""""""""""""""""""""""""""""""""""<

the amount paya#le in cash+ shares or de#entures to the -endor and+ where there is more than one separate -endor+ or the company is a su#6purchaser+ the amount so paya#le to each -endorD shor t particulars of any transaction relating to the property completed within the two preceding years in which any -endor of the property to the company or any person who is+ or was at the time of the transaction+ a promoter or a director or proposed director of the company had any interest direct or indirect.

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

(-) )he property to which this paragraph applies is property purchased or acquired #y the company or proposed so to #e purchased or acquired+ which is to #e paid for wholly or partly out of the proceeds of the issue offered for su#scription #y the prospectus or the purchase or acquisition of which has not #een completed at the date of the issue of the prospectus+ other than property 6

255

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

the contract for the purchase or acquisition whereof was entered into in the ordinary course of the company5s #usiness+ the contract not #eing made in contemplation of the issue nor the issue in consequence of the contractD or as respects

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<
which the amount of the purchase money is not material.

;########################################################<

)he amount+ if any+ paid or paya#le as purchase money in cash+ shares or de#entures for any property to which the last foregoing paragraph applies+ specifying the amount+ if any+ paya#le for goodwill.

;cccccccccccccccccccccccccccccccccccccccccccccccccccccccc<

)he amount+ if any+ paid within the two preceding years+ or paya#le+ as commission ;#ut not including commission to su#6underwriters< for su#scri#ing or agreeing to su#scri#e+ or procuring or agreeing to procure su#scriptions+ for any shares in or de#entures of the company+ or the rate of any such commission.

;dddddddddddddddddddddddddddddddddddddddddddddddddddddddd<

)he amount or estimated amount of preliminary e"penses and the persons #y whom any of those e"penses ha-e #een paid or are paya#le+ and the amount or estimated amount of the e"penses of the issue and the persons #y whom any of those e"penses ha-e #een paid or are paya#le.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

&ny amount or #enefit paid or gi-en within the two preceding years or intended to #e paid or gi-en to any promoter+ and the consideration for the payment or the gi-ing of the #enefit.

;ffffffffffffffffffffffffffffffffffffffffffffffffffffffff<

)he dates of+ parties to and general nature of e-ery material contract+ not #eing a contract entered into in the ordinary course of the #usiness carried on or intended to #e carried on #y the company or a contract entered into more than two years #efore the date of issue of the prospectus.

;gggggggggggggggggggggggggggggggggggggggggggggggggggggggg<
addresses of the auditors+ if any+ of the company.

)he

names

and

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<

3ull particulars of the nature and e"tent of the interest+ if any+ of e-ery director in the promotion of+ or in the property proposed to #e acquired #y+ the company+ or+ where the interest of such a director consists in #eing a partner in a firm+ the nature and e"tent of the interest of the firm+ with a statement of all sums paid or agreed to #e paid to him or to the firm in cash or shares or otherwise #y any person either to induce him to #ecome+ or to qualify him as+ a director+ or otherwise for ser-ices rendered #y him or #y the firm in connection with the promotion or formation of the company.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

If the prospectus in-ites the pu#lic to su#scri#e for shares in the company and the share capital of the company is di-ided into different classes of shares+ the right of -oting at meetings of the company conferred #y+ and the rights in respect of capital and di-idends attached to+ the se-eral classes of shares respecti-ely.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

In the case of a company which has #een carrying on #usiness+ or of a #usiness which has #een carried on for less than three years+ the length of time during which the #usiness of the company or the #usiness to #e acquired+ as the case may #e+ has #een carried on.

25

PART II - REPORTS TO BE SET OUT. 1=.(1) & report #y the auditors of the company with respect to 6

;88888888888888888888888888888888888888888888888888888888<

profi ts and losses and assets and lia#ilities+ in accordance with su#6paragraph ;2< or ;3< of this paragraph+ as the case requiresD and the rates of the di-idends+ if any+ paid #y the company in respect of each class of shares in the company in respect of each of the fi-e financial years immediately preceding the issue of the prospectus+ gi-ing particulars of each such class of shares on which such di-idends ha-e #een paid and particulars of the eases in which no di-idends ha-e #een paid in respect of any class of shares in respect of any of those yearsD

;llllllllllllllllllllllllllllllllllllllllllllllllllllllll<

and+ if no accounts ha-e #een made up in respect of any part of the period of fi-e years ending on a date three months #efore the issue of the prospectus+ containing a statement of that fact. (-) If the company has no su#sidiaries+ the report shall 6

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmm< so far as regards profits and losses+ deal with the
profits or losses of the company in respect of each of the fi-e financial years immediately preceding the issue of the prospectusD and

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

so far as regards assets and lia#ilities+ deal with the assets and lia#ilities of the company at the last date to which the accounts of the company were made up.

(3)

If the company has su#sidiaries+ the report shall 6 0a1 so far as regards profits and losses+ deal separately with the company5s profits or losses as pro-ided #y the last foregoing su#6paragraph+ and in addition+ deal either 6

;oooooooooooooooooooooooooooooooooooooooooooooooooooooooo < as a whole with the com#ined profits or losses of its su#sidiaries+ so far as they
concern mem#ers of the companyD or

;pppppppppppppppppppppppppppppppppppppppppppppppppppppppp < indi-idually with the profits or losses of each su#sidiary+ so far as they concern
mem#ers of the companyD or+ instead of dealing separately with the company5s profits or losses+ deal as a whole with the profits or losses of the company and+ so far as they concern mem#ers of the company+ with the com#ined profits or losses of its su#sidiariesD and 0b1 so far as regards assets and lia#ilities+ deal separately with the company5s assets and lia#ilities as pro-ided #y the last foregoing su#6paragraph and+ in addition+ deal either 6

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq

25!

as a whole with the com#ined assets and lia#ilities of its su#sidiaries+ with or without the company5s assets and lia#ilitiesD or

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<
assets and lia#ilities of each su#sidiary+

indi-idually with the

and shall indicate as respects the assets and lia#ilities of the su#sidiaries the allowance to #e made for persons other than mem#ers of the company. ->. If the proceeds+ or any part of the proceeds+ of the issue of the shares or de#entures are or is to #e applied directly or indirectly in the purchase of any #usiness+ a report made #y accountants ;who shall #e named in the prospectus< upon 6

;ssssssssssssssssssssssssssssssssssssssssssssssssssssssss<

the profits or losses of the #usiness in respect of each of the fi-e financial years immediately preceding the issue of the prospectusD and the assets and lia#ilities of the #usiness at the last date to which the accounts of the #usiness were made up.

;tttttttttttttttttttttttttttttttttttttttttttttttttttttttt<
-1.(1) If 6

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<

the proceeds+ or any part of the proceeds+ of the issue of the shares or de#entures are or is to #e applied directly or indirectly in any manner resulting in the acquisition #y the company of shares in any other #ody corporateD and #y reason of that acquisition or anything to #e done in consequence thereof or in connection therewith that #ody corporate will #ecome a su#sidiary of the company+

;--------------------------------------------------------<

a report made #y accountants ;who shall #e named in the prospectus< upon 6

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwwwwwwwwwwwwww< the profits or losses of the other #ody

corporate in respect of each of the fi-e financial years immediately preceding the issue of the prospectusD and

;"""""""""""""""""""""""""""""""""""""""""""""""""""""""" < the assets and lia#ilities of the other #ody corporate at the last date to which the
accounts of the #ody corporate were made up. (-) )he said report shall 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<

indi cate how the profits or losses of the other #ody corporate dealt with #y the report would+ in respect of the shares to #e acquired+ ha-e concerned mem#ers of the company and what allowance would ha-e fallen to #e made+ in relation to assets and lia#ilities so dealt with+ for holders of other shares+ if the company had at all material times held the shares to #e acquiredD and

25%

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

where the other #ody corporate has su#sidiaries+ deal with the profits or losses and the assets and lia#ilities of the #ody corporate and its su#sidiaries in the manner pro-ided #y su#6 paragraph ;3< of paragraph 1' of this Schedule in relation to the company and its su#sidiaries.

PART III - PRO ISIONS APPL"ING TO PARTS I AND II OF SCHEDULE.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

*aragraphs 2+ 3+ 12 ;so far as it relates to preliminary e"penses< and 1 of this Schedule shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence #usiness.

;#########################################################< ,-ery person shall+ for

the purposes of this Schedule+ #e deemed to #e a -endor who has entered into any contract+ a#solute or conditional+ for the sale or purchase+ or for any option of purchase+ of any property to #e acquired #y the company+ in any case where 6

;ccccccccccccccccccccccccccccccccccccccccccccccccccccccccc<
money is not fully paid at the date of the issue of the prospectusD

the purchase

;ddddddddddddddddddddddddddddddddddddddddddddddddddddddddd< the
purchase money is to #e paid or satisfied wholly or in part out of the proceeds of the issue offered for su#scription #y the prospectusD

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<
depends for its -alidity or fulfilment on the result of that issue.

the

contract

;fffffffffffffffffffffffffffffffffffffffffffffffffffffffff<

Ahere any property to #e acquired #y the company is to #e ta8en on lease+ this Schedule shall ha-e effect as if the e"pression 0-endor1 included the lessor+ and the e"pression 0purchase money1 included the consideration for the lease+ and the e"pression 0su#6purchaser1 included a su#6lessee.

;ggggggggggggggggggggggggggggggggggggggggggggggggggggggggg< References

in paragraph ! of this Schedule to su#scri#ing for shares or de#entures shall include acquiring them from a person to whom they ha-e #een allotted or agreed to #e allotted with a -iew to his offering them for sale.

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< 3or the purposes of

paragraph ' of this Schedule where the -endors or any of them are a firm+ the mem#ers of the firm shall not #e treated as separate -endors.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

If in the case of a company which has #een carrying on #usiness+ or of a #usiness which has #een carried on for less than fi-e years+ the accounts of the company or #usiness ha-e only #een made up in respect of four years+ three years+ two years or one year+ *art II of this Schedule shall ha-e effect as if references to four years+ three years+ two years or one year+ as the case may #e+ were su#stituted for references to fi-e years.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

)he e"pression 0financial year1 in *art II of this Schedule means the year in respect of which the accounts of the company or of the #usiness+ as the case may #e+ are made up+

25'

and where #y reason of any alteration of the date on which the financial year of the company or #usiness terminates the accounts of the company or #usiness ha-e #een made up for a period greater or less than year+ that greater or less period shall for the purpose of that *art of this Schedule #e deemed to #e a financial year.

;888888888888888888888888888888888888888888888888888888888< &ny report required #y

*art II of this Schedule shall either indicate #y way of note any ad$ustments as respects the figures of any profits or losses or assets and lia#ilities dealt with #y the report which appear to the persons ma8ing the report necessary or shall ma8e those ad$ustments and indicate that ad$ustments ha-e #een made.

;lllllllllllllllllllllllllllllllllllllllllllllllllllllllll<

&ny report #y accountants required #y *art II of this Schedule shall #e made #y accountants qualified under this :aw for appointment as auditors of a company which is not an e"empt pri-ate company and shall not #e made #y any accountant who is an officer or ser-ant+or a partner of or in the employment of an officer or ser-ant+ of the company or of the company5s su#sidiary or holding company or of a su#sidiary of the company5s holding companyD and for the purposes of this paragraph the e"pression 0officer1 shall include a proposed director #ut not an auditor.

2 (

FIFTH SCHEDULE. (Se0)*'n 5<.) FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELI ERED TO REGISTRAR B" A COMPAN" !HICH DOES NOT ISSUE A PROSPECTUS OR !HICH DOES NOT GO TO ALLOTMENT ON A PROSPECTUS ISSUED? AND REPORTS TO BE SET OUT THEREIN.

PART .- FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN. 'he Companies aw! Cap. 556. Statement in lieu of *rospectus deli-ered for registration #y ;insert the name of the company< pursuant to section 4% of the .ompanies :aw+ .ap. 113. 2eli-ered for registration #y )he nominal share capital of the company 2i-ided into .. .. .. &mount ;if any< of a#o-e capital which consists of redeema#le preference shares. )he earliest date on which the company has power to redeem these shares. 7ames+ descriptions and addresses of directors or proposed directors. If the share capital of the company is di-ided into different classes of shares+ the right of -oting at meetings of the company conferred #y+ and the rights in respect of capital and di-idends attached to+ the se-eral classes of shares respecti-ely. 7um#er and amount of shares and de#entures agreed to #e issued as fully or partly paid up otherwise than in cash. )he consideration for the intended issue of those shares and de#entures. M Shares of M 0 0 0 0 0 0 Shares of M

each. each.

1. 2. shares of M fully paid. shares upon which M per share credited as paid. 3. de#entures 4. 1. M . .onsiderationC6 shares of M and de#entures of M .

7um#er+ description and amount of any shares or de#entures which any person has or is entitled to #e gi-en an option to su#scri#e for+ or to acquire from a person to whom they ha-e #een allotted or agreed to #e allotted with

2 1

a -iew to his offering them for sale. *eriod during which option is e"ercisa#le. *rice to #e paid for shares or de#entures su#scri#ed for or acquired under option. .onsideration for option or right to option. *ersons to whom option or right to option was gi-en or+ if gi-en to e"isting shareholders or de#enture holders as such the rele-ant shares or de#entures. 7ames and addresses of -endors of property purchased or acquired+ or proposed to #e purchased or acquired #y the company e"cept where the contract for its purchase or acquisition was entered into in the ordinary course of the #usiness intended to #e carried on #y the company or the amount of the purchase money is not material. &mount ;in cash+ shares or de#entures< paya#le to each separate -endor. &mount ;if any< paid or paya#le ;in cash or shares or de#entures< for any such property+ specifying amount ;if any< paid or paya#le for goodwill.

2. 3. 4. 5.

/ntil

.onsiderationC6 7ames and addressesC

)otal purchase price .ash .. .. Shares .. .. 2e#entures .. =oodwill ..

M M M M M

Short particulars of any transaction relating to any such property which was completed within the two preceding years and in which any -endor to the company or any person who is+ or was at the time thereof+ a promoter+ director or proposed director of the company any interest direct or indirect. &mount ;if any< paid or paya#le as commission for su#scri#ing or agreeing to su#scri#e or procuring or agreeing to procure su#scriptions for any shares or de#entures in the companyD or Rate of the commission .. .. ..

&mount paid. 0 paya#le.

Rate per cent.

2 2

)he num#er of shares+ if any+ which persons ha-e agreed for a commission to su#scri#e a#solutely. ,stimated amount of preliminary e"6 penses. 4y whom those e"penses ha-e #een paid or are paya#le. &mount paid or intended to #e paid to any promoter. .onsideration for the payment .. .. &ny other #enefit gi-en or intended to #e gi-en to any promoter.

7ame of promoter. &mount M . .onsiderationC6 7ame of promoterC6 7ature and -alue of #enefitC6

.onsideration for gi-ing of #enefit .. 2ates of+ parties to and general nature of e-ery material contract ;other than contracts entered into in the ordinary course of the #usiness intended to #e carried on #y the company or entered into more than two years #efore the deli-ery of this statement<. )ime and place at which the contracts or copies thereof may #e inspected or ;1< in the case of a contract not reduced into writing+ a memorandum gi-ing full particulars thereof+ and ;2< in the case of a contract wholly or partly in a foreign language+ a copy of a translation thereof in ,nglish or em#odying a translation in ,nglish of the parts in a foreign language+ as the case may #e+ #eing a translation certified in the prescri#ed manner to #e a correct translation. 7ames and addresses of the auditors of the company ;if any<. 3ull particulars of the nature and e"tent of the interest of e-ery director in the promotion of or in the property proposed to #e acquired #y the company+ or where the interest of such a director consists in #eing a partner in a firm+ the nature and e"tent of the interest of the firm+ with a statement of all sums paid or agreed to #e paid to him or to the firm in cash or shares+ or otherwise+ #y any

.onsiderationC6

2 3

person either to induce him to #ecome+ or to qualify him as+ a director+ or otherwise for ser-ices rendered #y him or #y the firm in connection with the promotion or formation of the company. ;Signatures of the persons a#o-e6named as directors or proposed directors+ or of their agents authorised in writing.< ;2ate<

PART II - REPORTS TO BE SET OUT. 1. Ahere it is proposed to acquire a #usiness+ a report made #y accountants ;who shall #e named in the statement< upon 6

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmmm< the profits or losses of the #usiness in respect of

each of the fi-e financial years immediately preceding the deli-ery of the statement to the registrarD and

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< the
assets and lia#ilities of the #usiness at the last date to which the accounts of the #usiness were made up. -.(1) Ahere it is proposed to acquire shares in a #ody corporate which #y reason of the acquisition or anything to #e done in consequence thereof or in connection therewith will #ecome a su#sidiary of the company+ a report made #y accountants ;who shall #e named in the statement< with respect to the profits and losses and assets and lia#ilities of the other #ody corporate in accordance with su#6paragraph ;2< or ;3< of this paragraph+ as the case requires+ indicating how the profits or losses of the other #ody corporate dealt with #y the report would+ in respect of the shares to #e acquired+ ha-e concerned mem#ers of the company+ and what allowance would ha-e fallen to #e made+ in relation to assets and lia#ilities so dealt with+ for holders of other shares+ if the company had at all material times held the shares to #e acquired. (-) shall 6 If the other #ody corporate has no su#sidiaries+ the report referred to in the last foregoing su#6paragraph

;ooooooooooooooooooooooooooooooooooooooooooooooooooooooooo< so
far as regards profits and losses+ deal with the profits or losses of the #ody corporate in respect of each of the fi-e financial years immediately preceding the deli-ery of the statement to the registrarD and

;ppppppppppppppppppppppppppppppppppppppppppppppppppppppppp< so
far as regards assets and lia#ilities+ deal with the assets and lia#ilities of the #ody corporate at the last date to which the accounts of the #ody corporate were made up.

2 4

(3) shall 6

If the other #ody corporate has su#sidiaries+ the report referred to in su#6paragraph ;1< of this paragraph 0a1 so far as regards profits and losses+ deal separately with the other #ody corporate5s profits or losses as pro-ided #y the last foregoing su#6paragraph+ and in addition deal either 6

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq q< as a whole with the com#ined profits or losses of its su#sidiaries+ so far as they
concern mem#ers of the other #ody corporateD or

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

indi-idually with the profits or losses of each su#sidiary+ so far as they concern mem#ers of the other #ody corporateD or+ instead of dealing separately with the other #ody corporate5s profits or losses+ deal as a whole with the profits or losses of the other #ody corporate and+ so far as they concern mem#ers of the other #ody corporate+ with the com#ined profits or losses of its su#sidiariesD and

0b1

so far as regards assets and lia#ilities+ deal separately with the other #ody corporate5s assets and lia#ilities as pro-ided #y the last foregoing su#6paragraph and+ in addition+ deal either 6

;sssssssssssssssssssssssssssssssssssssssssssssssssssssssss<

as a whole with the com#ined assets and lia#ilities of its su#sidiaries+ with or without the other #ody corporate5s assets and lia#ilitiesD or indi-idually with the assets and

;ttttttttttttttttttttttttttttttttttttttttttttttttttttttttt<
lia#ilities of each su#sidiary+

and shall indicate as respects the assets and lia#ilities of the su#sidiaries the allowance to #e made for persons other than mem#ers of the company.

PART III - PRO ISIONS APPL"ING TO PARTS I AND II OF THIS SCHEDULE.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< In this Schedule the

e"pression 0-endor1 includes a -endor as defined in *art III of the 3ourth Schedule+ and the e"pression 0financial year1 has the meaning assigned to it in that *art of that Schedule.

;---------------------------------------------------------< If in the case of a

#usiness which has #een carried on+ or of a #ody corporate which has #een carrying on #usiness+ for less than fi-e years+ the accounts of the #usiness or #ody corporate ha-e only #een made up in respect of four years+ three years+ two years or one year+ *art II of this Schedule shall ha-e effect as if references to four years+ three years+ two years or one year+ as the case may #e+ were su#stituted for references to fi-e years.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwww< &ny report required #y *art II of this Schedule shall either indicate #y way of note any
ad$ustments as respects the figures of any profits or losses or assets and lia#ilities dealt with #y the report which appear to the persons ma8ing the report necessary or shall ma8e those ad$ustments and indicate that ad$ustments

2 5

ha-e #een made.

;"""""""""""""""""""""""""""""""""""""""""""""""""""""""""< &ny

report #y accountants required #y *art II of this Schedule shall #e made #y accountants qualified under this :aw for appointment as auditors of a company which is not an e"empt pri-ate company and shall not #e made #y any accountant who is an officer or ser-ant+ or a partner of or in the employment of an officer or ser-ant of the company or of the company5s su#sidiary or holding company or of a su#sidiary of the company5s holding companyD and for the purposes of this paragraph the e"pression 0officer1 shall include a proposed director #ut not an auditor.

SI$TH SCHEDULE. (Se0)*'ns 11< and 3<;.) CONTENTS AND FORM OF ANNUAL RETURN OF A COMPAN" HA ING A SHARE CAPITAL.

PART 1 - CONTENTS. 1. )he address of the registered office of the company.

-.(1) If the register of mem#ers is+ under the pro-isions of this :aw+ 8ept elsewhere than at the registered office of the company+ the address of the place where it is 8ept. (-) If any register of holders of de#entures of the company is+ under the pro-isions of this :aw+ 8ept elsewhere than at the registered office of the company+ the address of the place where it is 8ept. 3. & summary+ distinguishing #etween shares issued for cash and shares issued as fully or partly paid up otherwise than in cash+ specifying the following particularsC6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< the
amount of the share capital of the company and the num#er of shares into which it is di-idedD

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

the num#er of shares ta8en from the commencement of the company up to the date of the returnD amount

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< the
called up on each shareD

;##########################################################< the
total amount of calls recei-edD

;cccccccccccccccccccccccccccccccccccccccccccccccccccccccccc< the
amount of calls unpaidD

total

;dddddddddddddddddddddddddddddddddddddddddddddddddddddddddd< the
total amount of the sums ;if any< paid #y way of commission in respect of any shares or de#enturesD

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< the discount

allowed on the issue of any shares issued at a discount or so much of that discount as has not #een written off at the date on which the return is madeD

;ffffffffffffffffffffffffffffffffffffffffffffffffffffffffff<

the total amount of the sums ;if any< allowed #y way of discount in respect of any de#entures since the date of the last returnD

;gggggggggggggggggggggggggggggggggggggggggggggggggggggggggg< the

2 !

total num#er of shares forfeitedD

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh< the
total amount of shares for which share warrants are outstanding at the date of the return and of share warrants issued and surrendered respecti-ely since the date of the last return+ and the num#er of shares comprised in each warrant.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

*articulars of the total amount of the inde#tedness of the company in respect of all charges and mortgages which are required to #e registered or recorded with the registrar of companies under this :aw+ or which would ha-e #een required so to #e registered if created after the first day of @uly+ nineteen hundred and twenty6two.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

& list 6

;8888888888888888888888888888888888888888888888888888888888< cont
aining the names and addresses of all persons who+ on the fourteenth day after the company5s annual general meeting for the year+ are mem#ers of the company+ and of persons who ha-e ceased to #e mem#ers since the date of the last return or+ in the case of the first return+ since the incorporation of the companyD

;llllllllllllllllllllllllllllllllllllllllllllllllllllllllll<

stating the num#er of shares held #y each of the e"isting mem#ers at the date of the return+ specifying shares transferred since the date of the last return ;or+ in the case of the first return+ since the incorporation of the company< #y persons who are still mem#ers and ha-e ceased to #e mem#ers respecti-ely and the dates of registration of the transfersD

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmmmm< if the names aforesaid are not arranged in

alpha#etical order+ ha-ing anne"ed thereto an inde" sufficient to ena#le the name of any person therein to #e easily found. 7. &ll such particulars with respect to the persons who at the date of the return are the directors of the company and any person who at that date is the secretary of the company as are #y this :aw required to #e contained with respect to directors and the secretary respecti-ely in the register of the directors and secretaries of a company.

PART II - FORM. &77/&: R,)/R7 of :imited+ made up to the the date of the annual general meeting for the year 1' <. day of + 1' ;#eing the fourteenth day after

;1< &ddress. ;Address of the registered office of the company.< ;2< Situation of Registers of Mem#ers and 2e#entureholders. 0a1 ;Address of place at which the register of members is *ept! if other than the registered office of the company.<

2 %

0b1 ;Address of any place in the Colony other than the registered office of the company at which is *ept any register of holders of debentures of the company.< ;3< Summary of Share .apital and 2e#entures. 0a1 Nominal #hare Capital. 7ominal share capital M..........di-ided intoC 0$nsert number and class< shares of .... each .... ..............NNNNNNNshares of .... each .... ..............NNNNNNN.shares of .... each .... ..............NNNNNNN.shares of .... each 0b1 $ssued #hare Capital and "ebentures. Number 7um#er of shares of each class ta8en up to the date of this return ;which num#er must agree with the total shown in the list as held #y e"isting mem#ers<. 7um#er of shares of each class issued su#$ect to payment wholly in cash. 7um#er of shares of each class issued as fully paid up for a consideration other than cash. 7um#er of shares of each class issued as partly paid up for a consideration other than cash and e"tent to which each such share is so paid up. .... .... .... .... .... .... .... .... .... .... .... .... .... .... .... .... .... shares shares shares shares shares shares shares shares .... .... .... .... shares shares shares shares Class .... .... .... .... shares shares shares shares shares shares shares shares

7um#er of shares ;if any< of each class issued at a discount. &mount of discount on the issue of shares which has not #een written off at the date of this return. &mount called M.... per share on

.... issued as paid up to the e"tent of M... per share. .... .... issued as paid up the e"tent of M.... per share. .... .... issued as paid up to the e"tent of M... per share .... .... issued as paid up to the e"tent of M... per share. ..... .... .... .... .... .... .... ....

M........NNNNNNNNNN.. Number Class .... ....

2 '

shares up on num#er M.... per share on of shares of M.... per share on each class. M.... per share on )otal amount of calls recei-ed+ including payments on application and allotment and any sum recei-ed on shares forfeited. )otal amount ;if any< agreed to #e considered as paid on num#er of shares of each class M... on issued as fully paid up for a consideration other than cash. )otal amount ;if any< agreed to #e considered as paid on num#er of .... .... shares shares of each class M... on issued as partly paid up for a consideration other than cash. )otal amount of calls unpaid .. )otal amount of the sums ;if any< paid way of commission in res6 pect any shares or de#entures. )otal amount of the sums ;if any< allowed #y way of discount in respect of any de#entures since the date of the last return. )otal num#er of shares of each class forfeited. )otal amount paid ;if any< on shares forfeited. )otal amount of shares for which share warrants to #earer are outstanding. )otal amount of share warrants to #earer issued and surrendered respecti-ely since the date of .... .... .... .... shares shares .... .... .... .... .... shares shares .... shares

M.........NNNNNNNNNNN Number Class .... .... .... .... .... shares .... ....

shares shares .... shares

.... .... shares

M..................NNNNNNNNN M..................NNNNNNNNN.

M..................NNNNNNNNN. Number Class .... ..... .... .... .... .... .... .... M.................NNNNNNN..

shares shares shares shares

M.................NNNNNNNN IssuedC M.............NNNNN

2!(

the last return. 7um#er of shares comprised in each share warrant to #earer+ specifying in the case of warrants of different 8inds+ particulars of each 8ind.

SurrenderedC

M...........NNNNN..

.......................NNNNNNNNN..

;4< *articulars of Inde#tedness. )otal amount of inde#tedness of the company in respect of all charges and mortgages which are required to #e registered or recorded with the registrar of companies under the .ompanies :aw+ .ap. 113+ or which would ha-e #een required so to #e registered if created after 1st @uly+ 1'22. M.........NNNNNNNNNNNN.. ;5< :ist of *ast and *resent Mem#ers. :ist of persons holding shares or stoc8 in the company on the fourteenth day after the annual general meeting for 1' + and of persons who ha-e held shares or stoc8 therein at any time since the date of the last return+ or in the case of the first return+ of the incorporation of the company. 3olio in register ledger contain ing particul ars &ccount of Shares 7ames and addresses Remar8s

7um#er of shares held #y e"isting mem#ers at date of return IO

*articulars of shares transferred since the date of the last return+ or+ in the case of the first return+ of the incorporation of the company+ #y ;a< persons who are still mem#ers and ;#< persons who ha-e ceased to #e mem#ersP 7um#er O 2ate of registration of transfer ;a< ;#<

I)he aggregate num#er of shares held #y each mem#er must #e stated+ and the aggregates must #e added up so as to agree with the num#er of shares stated in the Summary of Share .apital and 2e#entures to ha-e #een ta8en up. OAhen the shares are of different classes these columns should #e su#di-ided so that the num#er of each class held+ or transferred+ may #e shown separately. Ahere any shares ha-e #een con-erted into stoc8 the amount of stoc8 held #y each mem#er must #e shown.

2!1

P)he date of registration of each transfer should #e gi-en as well as the num#er of shares transferred on each date. )he particulars should #e placed opposite the name of the transferor and not opposite that of the transferee+ #ut the name of the transferee may #e inserted in the 0Remar8s1 column immediately opposite the particulars of each transfer. Notes.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn< If the return for either

of the two immediately preceding years has gi-en as at the date of that return the full particulars required as to past and present mem#ers and the shares and stoc8 held and transferred #y them+ only such of the particulars need #e gi-en as relate to persons ceasing to #e or #ecoming mem#ers since the date of the last return and to shares transferred since that date or to changes as compared with that date in the amount of stoc8 held #y a mem#er.

;oooooooooooooooooooooooooooooooooooooooooooooooooooooooooo< If the names in the list

are not arranged in alpha#etical order+ an inde" sufficient to ena#le the name of any person to #e readily found must #e anne"ed.

;pppppppppppppppppppppppppppppppppppppppppppppppppppppppppp< *articulars of 2irectors

and Secretaries *articulars of the persons who are directors of the company at the date of this return. 7ame ;In the case of an indi-idual+ present .hristian name or names and surname. In the case of a corporation+ the corporate name< /sual residential address ;In the case of a corporation+ the registered office< 7ationality

&ny former .hristian name or names and surname

4usiness occupation and particulars of other directorships

*articulars of the person who is secretary of the company at the date of this return. 7ame ;In the case of an indi-idual+ present .hristian name or names and surname. In the case of a corporation+ the corporate name< &ny former .hristian name or names and surname /sual residential address ;In the case of a corporation+ the registered office<

2!2

Signed NNNNNNNNNN+ 2irector Signed NNNNNNNNNN.+ Secretary Notes. 02irector1 includes any person who occupies the position of a director #y whatsoe-er name called+ and any person in accordance with whose directions or instructions the directors of the company are accustomed to act. 0.hristian name1 includes a forename. 03ormer .hristian name1 and 0former surname1 do not include 6

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< in
the case of any person+ a former .hristian name or surname where that name or surname was changed or disused #efore the person #earing the name attained the age of eighteen years or has #een changed or disused for a period of not less than twenty yearsD or

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

in the case of a married woman the name or surname #y which she was 8nown pre-ious to the marriage.

)he names of all #odies corporate incorporated in the .olony of which the director is also a director+ should #e gi-en+ e"cept #odies corporate of which the company ma8ing the return is the wholly6owned su#sidiary or #odies corporate the wholly6owned su#sidiary either of the company or of another company of which the company is the wholly6owned su#sidiary. & #ody corporate is deemed to #e the wholly6owned su#sidiary of another if it has no mem#ers e"cept that other and that other5s wholly6owned su#sidiaries and its or their nominees. If the space pro-ided in the form is insufficient+ particulars of other directorships should #e listed on a separate statement attached to this return. I2eli-ered for filing #y ................................

I)his should #e printed at the #ottom of the first page of the return.

CERTIFICATES AND OTHER DOCUMENTS ACCOMPAN"ING ANNUAL RETURN.

Certificate to be given by a "irector and the #ecretary of every Private Company 0whether an (7empt Private Company or not1. Ae certify that the company has not since the date ofI Gthe incorporation of the companyFthe last annual returnH issued any in-itation to the pu#lic to su#scri#e for any shares or de#entures of the company. In the case of the first return stri8e out the second alternati-e. In the case of a second or su#sequent return stri8e out the first alternati-e.

2!3

Signed....................+ 2irector. Signed....................+ Secretary.

Further Certificate to be given as aforesaid if the Number of Members of the Company e7ceeds Fifty. Ae certify that the e"cess of the num#er of mem#ers of the company o-er fifty consists wholly of persons who+ under paragraph ;#< of su#6section ;1< of section 2' of the .ompanies :aw+ .ap. 113+ are not to #e included in rec8oning the num#er of fifty. Signed...................+ 2irector. Signed ..................+ Secretary.

Certified copies of Accounts. ,"cept where the company is an e"empt pri-ate company as defined #y section 123;4< of the .ompanies :aw+ .ap. 113+ which sends with this return a certificate in the form set out #elow+ there must #e anne"ed to this return a written copy+ certified #oth #y a director and #y the secretary of the company to #e a true copy+ of e-ery #alance sheet laid #efore the company in general meeting during the period to which this return relates ;including e-ery document required #y law to #e anne"ed to the #alance sheet< and a copy ;certified as aforesaid< of the report of the auditors on+ and of the report of the directors accompanying+ each such #alance sheet. If any such #alance sheet or document required #y law to #e anne"ed thereto is in a foreign language there must also #e anne"ed to that #alance sheet a translation in ,nglish of the #alance sheet or document certified in the prescri#ed manner to #e a correct translation. If any such #alance sheet as aforesaid or document required #y law to #e anne"ed thereto did not comply with the requirements of the law as in force at the date of the audit with respect to the form of #alance sheets or documents aforesaid+ as the case may #e+ there must #e made such additions to and corrections in the copy as would ha-e #een required to #e made in the #alance sheet or document in order to ma8e it comply with the said requirements+ and the fact that the copy has #een so amended must #e stated thereon.

Additional Certificate to be given in the case of an (7empt Private Company by the Persons signing the above2mentioned Certificates. Ae certify that+ to the #est of our 8nowledge and #elief+ the conditions mentioned in su#section ;2< of section 123 of the .ompanies :aw+ .ap. 113+ are satisfied at the date of this return and ha-e #een satisfied at all times since ..................II Signed.....................+ 2irector. Signed.....................+ Secretary. Insert 01st @uly+ 1'511 ;the date of the commencement of the .ompanies :aw+ .ap. 113< or+ if the company was registered after that date+ the date on which it was registered+ or+ if the pro-iso to section 123;1< of the .ompanies :aw+ .ap. 113 has effect in relation to the return+ the time at which it was shown to the =o-ernor+ that the conditions mentioned in the certificate were satisfied.

**

2!4

)an*ing Companies. & #an8ing company+ in order to a-ail itself of the #enefit of section 3 % of the .ompanies :aw+ .ap. 113+ must add to this return a statement of the names of the se-eral places where it carries on #usiness.

2!5

SE ENTH SCHEDULE. (Se0)*'n 1-3.)

CONDITIONS AS TO INTERESTS IN SHARES AND DEBENTURES OF E$EMPT PRI ATE COMPAN". )asic Conditions. 1. )he #asic conditions as to the shares or de#entures of the company whose e"emption is in question are 6

;ssssssssssssssssssssssssssssssssssssssssssssssssssssssssss< that no #ody corporate

is the holder of any of the shares or de#enturesD and

;tttttttttttttttttttttttttttttttttttttttttttttttttttttttttt<
any interest in any of the shares or de#enturesD

that no person other than the holder has

#ut these conditions are su#$ect to the e"ceptions pro-ided for #y the following paragraphs of this Schedule.

(7ceptions for Normal "ealings of a )usiness Nature. -.(1) )he rules contained in the following su#6paragraphs of this paragraph shall apply for the purposes #oth of the #asic conditions and of the e"ceptions from those conditions. (-) Ahere any share or de#enture or any interest in any share or de#enture is su#$ect to a charge in fa-our of a #an8ing or finance company #y way of security for the purposes of a transaction entered into in the ordinary course of its #usiness as such 6

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu< any
interest under the charge+ whether of the #an8ing or finance company or a nominee for it+ shall #e disregardedD and

;----------------------------------------------------------< if
the #an8ing or finance company or its nominee is the holder of the share or de#enture+ the person entitled to the equity of redemption shall #e treated as the holder+ whether he has a present right to redeem or not.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwwww< &ny interest under a contract for the transfer of any share or de#enture or of any interest in any
share or de#enture shall+ until e"ecution of an instrument of transfer #y the parties+ #e disregarded unless e"ecution thereof is unreasona#ly delayed.

;""""""""""""""""""""""""""""""""""""""""""""""""""""""""""< Su#$ect

to su#6 paragraph ;2< of this paragraph+ on e"ecution of an instrument of transfer of a share or de#enture+ the transferee and not the transferor shall #e treated as the holder+ notwithstanding that the transfer requires registration with the company+ unless registration is refused.

2!

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy< &ny interest of the

company itself in any of its shares or de#entures+ and any lien or charge arising #y operation of law and affecting any of the shares or de#entures shall #e disregarded.

(7ceptions for Cases of "eath and for Family #ettlements. 3.(1) )he #asic conditions shall #e su#$ect to e"ceptions for 6

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< any shares or

de#entures forming part of the estate of a deceased holder thereof+ so long as administration of his estate has not #een completedD and

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa< any shares or

de#entures held #y trustees on the trusts of a will or family settlement disposing of the shares or de#entures+ so long as no #ody corporate has for the time #eing any immediate interest under the said trusts other than 6

;######################################################## ###< a #ody corporate esta#lished for charita#le purposes only and ha-ing no right
to e"ercise or control the e"ercise of any part of the -oting power at any general meeting of the companyD

;ccccccccccccccccccccccccccccccccccccccccccccccccccccccccccc< a
#ody corporate which is a trustee of the said trusts and has such an interest only #y way of remuneration for acting as trustee thereof. (-) 3or the purposes of this paragraph 6

;ddddddddddddddddddddddddddddddddddddddddddddddddddddddddddd<
shares or de#entures held #y trustees on trusts arising on an intestacy shall+ if the shares or de#entures or an interest therein formed part of the intestate5s estate at the time of his death+ #e treated as if the trusts arose under a will disposing of the shares or de#enturesD

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee< the
e"pression 0family settlement1 means a settlement made either 6

;fffffffffffffffffffffffffffffffffffffffffffffffffffffffffff<

in consideration or contemplation of an intended marriage of the settlor or any of the settlor5s issue or in pursuance of a contract entered into in consideration or contemplation of any such marriageD or

;gggggggggggggggggggggggggggggggggggggggggggggggggggggggg ggg< otherwise in fa-our of any of the following persons+ that is to say the settlor+ his
parents and grandparents+ and any other indi-idual who at the date of the settlement is a mem#er of the company or+ in the case of a settlement of de#entures+ a mem#er or de#enture holder of the company+ and the wife or hus#and and issue+ and the wife or hus#and of any of the issue+ of the settlor+ his parents+ or any such other indi-idual+ and persons ta8ing in the e-ent of a

2!!

failure of the issue or any class of the issue of any person ta8ing under the settlementD

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<
the e"pressions 0parent1+ 0grandparent1 and 0issue1 shall #e construed as if the stepchild+ adopted child or illegitimate child of any person were that person5s childD

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< any reference to a wife or hus#and shall

include a former wife or hus#and and a reputed wife or hus#andD

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< the e"pression 0will1 includes any

testamentary dispositionD

;88888888888888888888888888888888888888888888888888888888888<
any reference to a will or family settlement disposing of any shares or de#entures shall include a will or family settlement disposing of an interest under another will or family settlement disposing of the shares or de#entures.

(7ception for Cases of "isability. 5. Ahere the person entitled to any share or de#enture or any interest in any share or de#enture is of unsound mind or otherwise under any disa#ility+ and #y reason thereof the share+ de#enture or interest is -ested in an administrator+ curator or other person on #ehalf of the person entitled thereto+ then in relation to the share+ de#enture or interest the person in whom it is so -ested and the person entitled thereto shall #e treated for the purposes of this Schedule as if they were the same person.

(7ception for 'rusts for (mployees. 6. )he #asic conditions shall #e su#$ect to an e"ception for any shares or de#entures held #y trustees for the purposes of a scheme maintained for the #enefit of employees of the company+ including any director holding a salaried employment or office in the company.

(7ception for #hares held by (7empt Private Companies. 7.(1) )he first of the #asic conditions shall #e su#$ect to an e"ception for shares held #y another pri-ate company which is itself an e"empt pri-ate companyC *ro-ided that this e"ception shall not apply+ if+ ta8ing all the following companies together+ that is to sayC6

;lllllllllllllllllllllllllllllllllllllllllllllllllllllllllll< the company whose e"emption is in

question ;hereafter in this Schedule referred to as 0the rele-ant company1<D

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmmmmm< any company holding shares to which this

2!%

e"ception has to #e applied in determining the rele-ant company5s right to #e treated as an e"empt pri-ate companyD and

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<
any further company ta8en into account for the purposes of this pro-iso in determining the right to #e so treated of any company holding any such shares as aforesaid+ the total num#er of persons holding shares in those companies is more than fifty+ $oint shareholders #eing treated as a single person and the companies themsel-es and ;su#$ect to su#6paragraph ;4< of this paragraph< their employees and former employees #eing disregarded. (-) Ahere the rele-ant company and another company hold shares in each other+ the other company shall #e treated for the purposes of the foregoing su#6paragraph as an e"empt pri-ate company if 6

;ooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo<
in determining its right to #e so treated the e"ception in that su#6paragraph would apply to the shares in it held #y the rele-ant company+ on the assumption that the rele-ant company was an e"empt pri-ate companyD and

;ppppppppppppppppppppppppppppppppppppppppppppppppppppppppppp<
in all other respects the other company is entitled to #e so treated+ and where another company5s right to #e so treated depends on the application to any shares in it of that su#6 paragraph+ and the application thereof to those shares depends indirectly on the rele-ant company5s right to #e so treated+ this su#6paragraph shall apply as if those shares were held #y the rele-ant company.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

Ahere #y -irtue of this paragraph any shares are e"cepted from the first of the #asic conditions+ the second of those conditions shall #e su#$ect to an e"ception for any interest in those shares which any person has #y -irtue of de#entures of the company holding those shares+ or as trustee of a deed for securing an issue of de#entures of that company.

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr< In the pro-iso to su#6paragraph ;1< of this

paragraph+ the direction that employees and former employees of the companies shall #e disregarded in computing the num#er of shareholders shall not apply to a person holding shares in a company of which he is not for the time #eing an employee unless+ ha-ing #een formerly in the employment of that company+ he held+ while in that employment+ and has continued after the determination of that employment to hold+ shares in that company.

(7ception for )an*ing or Finance Company providing Capital. ;.(1) )he first of the #asic conditions shall #e su#$ect to an e"ception for any shares or de#entures held #y or #y a nominee for a #an8ing or finance company+ where the #an8ing or finance company acquired the shares or de#entures or its interest therein in the ordinary course of its #usiness as such and #y arrangement with the rele-ant company or its promotersC *ro-ided that this e"ception shall not apply if the #an8ing or finance company has the right ;or+ where there is more than one such company holding shares or de#entures to which this e"ception has to #e applied in determining the rele-ant company5s right to #e treated as an e"empt pri-ate company+ they ha-e #etween them the right< to e"ercise or control the e"ercise of one6fifth or more of the total -oting power at any general meeting of the rele-ant company.

2!'

(-) Ahere #y -irtue of the foregoing su#6paragraph any shares or de#entures are e"cepted from the first of the #asic conditions+ the second of those conditions shall #e su#$ect to an e"ception for the #an8ing or finance company itself+ where the shares or de#entures are held #y a nominee for it+ and for any interest in those shares or de#entures which any person has #y -irtue of de#entures of the #an8ing or finance company or as trustee of a deed for securing an issue of de#entures of that company.

(7ceptions for )an*ruptcies! i/uidations! etc. <. )he #asic conditions shall #e su#$ect to e"ceptions for 6

;sssssssssssssssssssssssssssssssssssssssssssssssssssssssssss< any

shares or de#entures forming part of the assets in a #an8ruptcy or liquidation of a holder thereofD and

;ttttttttttttttttttttttttttttttttttttttttttttttttttttttttttt< any shares or de#entures held either 6 ;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu uuu< on trusts created for the #enefit of his creditors generally #y a person ha-ing an
interest thereinD or

;----------------------------------------------------------< otherwise for the purposes of any composition or scheme made or appro-ed
under any :aw #y a .ourt or an officer of a .ourt for arranging the affairs of such a person.

Meaning of 8ban*ing or finance company9. =. In this Schedule the e"pression 0#an8ing or finance company1 means any #ody corporate or partnership whose ordinary #usiness includes the #usiness of #an8ing and any other #ody corporate whose ordinary #usiness includes the #usiness of lending money or of su#scri#ing for shares or de#entures+ e"cept that it does not include any such other #ody corporate unless either 6

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwwwwwwwwwwwww< its shares are quoted or dealt in on a recognised stoc8

e"changeD or

;"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""<
it is designated for the purposes of this paragraph #y order of the =o-ernorD or

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<
it is a su#sidiary of a #ody corporate whose shares are so quoted or dealt in or which is so designated.

2%(

EIGHTH SCHEDULE. (Se0)*'ns 66? 153? 157? 161 and 3<;.)

ACCOUNTS. Preliminary. 1. *aragraphs 2 to 11 of this Schedule apply to the #alance sheet and 12 to 14 to the profit and loss account+ and are su#$ect to the e"ceptions and modifications pro-ided for #y *art II of this Schedule in the case of a holding company and #y *art III thereof in the case of companies of the classes there mentionedD and this Schedule has effect in addition to the pro-isions of sections 1%% and 1%' of this :aw.

PART I - GENERAL PRO ISIONS AS TO BALANCE SHEET AND PROFIT AND LOSS ACCOUNT.

)alance #heet. -. )he authorised share capital+ issued share capital+ lia#ilities and assets shall #e summarised+ with such particulars as are necessary to disclose the general nature of the assets and lia#ilities+ and there shall #e specified 6

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE< any part of

the issued capital that consists of redeema#le preference shares+ and the earliest date on which the company has power to redeem those sharesD

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

so far as the information is not gi-en in the profit and loss account+ any share capital on which interest has #een paid out of capital during the financial year+ and the rate at which interest has #een so paidD

;############################################################<
the amount of the share premium accountD

;cccccccccccccccccccccccccccccccccccccccccccccccccccccccccccc<
culars of any redeemed de#entures which the company has power to re6issue. 3. )here shall #e stated under separate headings+ so far as they are not written off+ 6

parti

;dddddddddddddddddddddddddddddddddddddddddddddddddddddddddddd<
the preliminary e"pensesD

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<
e"penses incurred in connection with any issue of share capital or de#enturesD

any

;ffffffffffffffffffffffffffffffffffffffffffffffffffffffffffff<

any sums paid #y way of

2%1

commission in respect of any shares or de#enturesD

;gggggggggggggggggggggggggggggggggggggggggggggggggggggggggggg<
any sums allowed #y way of discount in respect of any de#enturesD and

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<
the amount of the discount allowed on any issue of shares at a discount. 5.(1) )he reser-es+ pro-isions+ lia#ilities and fi"ed and current assets shall #e classified under headings appropriate to the company5s #usinessC *ro-ided that 6

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< where the amount of any class is not

material+ it may #e included under the same heading as some other classD and

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< where any assets of one class are not

separa#le from assets of another class+ those assets may #e included under the same heading.

;888888888888888888888888888888888888888888888888888888888888<
shall also #e distinguished from current assets.

3i"ed

assets

;llllllllllllllllllllllllllllllllllllllllllllllllllllllllllll< )he method or methods used to arri-e at the amount of the

fi"ed assets under each heading shall #e stated. 6.(1) )he method of arri-ing at the amount of any fi"ed asset shall+ su#$ect to the ne"t following su#6paragraph+ #e to ta8e the difference #etween 6

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmmmmmm< its cost or+ if it stands in the company5s

#oo8s at a -aluation+ the amount of the -aluationD and

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<
the aggregate amount pro-ided or written off since the date of acquisition or -aluation+ as the case may #e+ for depreciation or diminution in -alue+ and for the purposes of this paragraph the net amount at which any assets stand in the company5s #oo8s at the commencement of this :aw ;after deduction of the amounts pre-iously pro-ided or written off for depreciation or diminution in -alue< shall+ if the figures relating to the period #efore the commencement of this :aw cannot #e o#tained without unreasona#le e"pense or delay+ #e treated as if it were the amount of a -aluation of those assets made at the commencement of this :aw and+ where any of those assets are sold+ the said net amount less the amount of the sales shall #e treated as if it were the amount of a -aluation so made of the remaining assets. (-) )he foregoing su#6paragraph shall not apply 6

;oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo<
to assets for which the figures relating to the period #eginning with the commencement of this :aw cannot #e o#tained without unreasona#le e"pense or delayD or

2%2

;pppppppppppppppppppppppppppppppppppppppppppppppppppppppppppp<
to assets the replacement of which is pro-ided for wholly or partly 6

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq qqqq< #y ma8ing pro-ision for renewals and charging the cost of replacement against
the pro-ision so madeD or

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr< #y charging the cost of

replacement direct to re-enueD or

;ssssssssssssssssssssssssssssssssssssssssssssssssssssssssssss<

to any in-estments of which the mar8et -alue ;or+ in the case of in-estments not ha-ing a mar8et -alue+ their -alue as estimated #y the directors< is shown either as the amount of the in-estments or #y way of noteD or

;tttttttttttttttttttttttttttttttttttttttttttttttttttttttttttt< to goodwill+ patents or trade mar8s.

(3) 3or the assets under each heading whose amount is arri-ed at accordance with su#6paragraph ;1< of this paragraph+ there shall #e shown 6

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<
the aggregate of the amounts referred to in paragraph ;a< of that su#6paragraphD and

;------------------------------------------------------------<
the aggregate of the amounts referred to in paragraph ;#< thereof. (5) &s respects the assets under each heading whose amount is not arri-ed at in accordance with the said su#6paragraph ;1< #ecause their replacement is pro-ided for as mentioned in su#6paragraph ;2<;#< of this paragraph+ there shall #e stated 6

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwwwwwwwwwwwwww< the means #y which their replacement is pro-ided

forD and

;""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""<
the aggregate amount of the pro-ision ;if any< made for renewals and not used. 7. )he aggregate amounts respecti-ely of capital reser-es+ re-enue reser-es and pro-isions ;other than pro-isions for depreciation+ renewals or diminution in -alue of assets< shall #e stated under separate headingsC *ro-ided that 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<
this paragraph shall not require a separate statement of any of the said three amounts which is not materialD and

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

the =o-ernor may direct that it shall not require a separate statement of the amount of pro-isions where he is satisfied that that is not required in the pu#lic interest and would

2%3

pre$udice the company+ #ut su#$ect to the condition that any heading stating an amount arri-ed at after ta8ing into account a pro-ision ;other than as aforesaid< shall #e so framed or mar8ed as to indicate that fact. ;.(1) )here shall also #e shown ;unless it is shown in the profit and loss account or a statement or report anne"ed thereto+ or the amount in-ol-ed is not material< 6

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

whe re the amount of the capital reser-es+ of the re-enue reser-es or of the pro-isions ;other than pro-isions for depreciation+ renewals or diminution in -alue of assets< shows an increase as compared with the amount at the end of the immediately preceding financial year+ the source from which the amount of the increase has #een deri-edD and

;#############################################################<
where 6

;ccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccc<
the amount of the capital reser-es or of the re-enue reser-es shows a decrease as compared with the amount at the end of the immediately preceding financial yearD or

;dddddddddddddddddddddddddddddddddddddddddddddddddddddddd ddddd< the amount at the end of the immediately preceding financial year of the
pro-isions ;other than pro-isions for depreciation renewals or diminution in -alue of assets< e"ceeded the aggregate of the sums since applied and amounts still retained for the purposes thereof+ the application of the amounts deri-ed from the difference. (-) Ahere the heading showing any of the reser-es or pro-isions aforesaid is di-ided into su#6headings+ this paragraph shall apply to each of the separate amounts shown in the su#6headings instead of applying to the aggregate amount thereof. <.(1) )here shall #e shown under separate headings 6

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

the aggregate amounts respecti-ely of the company5s trade in-estments+ quoted in-estments other than trade in-estments and unquoted in-estments other than trade in-estmentsD if the amount of the goodwill and of any patents and trade mar8s or part of that amount is shown as a separate item in or is otherwise ascertaina#le from the #oo8s of the company+ or from any contract for the sale or purchase of any property to #e acquired #y the company+ or from any documents in the possession of the company relating to the stamp duty paya#le in respect of any such contract or the con-eyance of any such property+ the said amount so shown or ascertained so far as not written off or+ as the case may #e+ the said amount so far as it is so shown or ascertaina#le and as so shown or ascertained+ as the case may #eD

;fffffffffffffffffffffffffffffffffffffffffffffffffffffffffffff<

;ggggggggggggggggggggggggggggggggggggggggggggggggggggggggggggg<
the aggregate amount of any outstanding loans made under the authority of pro-isos ;#< and ;c< of su#section ;1< of section 53 of this :awD

2%4

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<
the aggregate amount of #an8 loans and o-erdraftsD

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< the net aggregate amount ;after deduction

of income ta"< which is recommended for distri#ution #y way of di-idend.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< 7othing in head ;#< of the foregoing su#6paragraph shall #e

ta8en as requiring the amount of the goodwill+ patents and trade mar8s to #e stated otherwise than as a single item.

;8888888888888888888888888888888888888888888888888888888888888<

)he heading showing the amount of the quoted in-estments other than trade in-estments shall #e su#di-ided+ where necessary+ to distinguish the in-estments as respects which there has+ and those as respects which there has not+ #een granted a quotation or permission to deal on a prescri#ed stoc8 e"change. =. Ahere any lia#ility of the company is secured otherwise than #y operation of law on any assets of the company+ the fact that that lia#ility is so secured shall #e stated+ #ut it shall not #e necessary to specify the assets on which the lia#ility is secured. 1>. Ahere any of the company5s de#entures are held #y a nominee of or trustee for the company+ the nominal amount of the de#entures and the amount at which they are stated in the #oo8s of the company shall #e stated. 11.(1) )he matters referred to in the following su#6paragraphs shall #e stated #y way of note+ or in a statement or report anne"ed+ if not otherwise shown. (-) )he num#er+ description and amount of any shares in the company which any person has an option to su#scri#e for+ together with the following particulars of the option+ that is to sayC6

;lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll< the period during which it is e"ercisa#leD ;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmmmmmmm< the price to #e paid for shares su#scri#ed
for under it.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

)he amount of any arrears of fi"ed cumulati-e di-idends on the company5s shares and the period for which the di-idends or+ if there is more than one class+ each class of them are in arrear+ the amount to #e stated #efore deduction of income ta"+ e"cept that+ in the case of ta" free di-idends+ the amount shall #e shown free of ta" and the fact that it is so shown shall also #e stated.

;ooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo<

*articulars of any charge on the assets of the company to secure the lia#ilities of any other person+ including+ where practica#le+ the amount secured.

;ppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppp<

)he general nature of any other contingent lia#ilities not pro-ided for and+ where practica#le+ the aggregate amount or estimated amount of those lia#ilities+ if it is material.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq<

Ahere practica#le the aggregate amount or estimated amount+ if it is material+ of contracts for capital e"penditure+ so far as not pro-ided for.

2%5

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

If in the opinion of the directors any of the current assets ha-e not a -alue+ on realisation in the ordinary course of the company5s #usiness+ at least equal to the amount at which they are stated+ the fact that the directors are of that opinion.

;sssssssssssssssssssssssssssssssssssssssssssssssssssssssssssss<

)he aggregate mar8et -alue of the company5s quoted in-estments+ other than trade in-estments+ where it differs from the amount of the in-estments as stated+ and the stoc8 e"change -alue of any in-estments of which the mar8et -alue is shown ;whether separately or not< and is ta8en as #eing higher than their stoc8 e"change -alue.

;ttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttt< )he #asis on which foreign currencies ha-e #een con-erted

into sterling+ where the amount of the assets or lia#ilities affected is material.

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu<
if any+ set aside for .yprus income ta".

)he amount+

;-------------------------------------------------------------<

,"cept in the case of the first #alance sheet laid #efore the company after the commencement of this :aw+ the corresponding amounts at the end of the immediately preceding financial year for all items shown in the #alance sheet.

Profit and oss Account. 1-.(1) )here shall #e shown 6

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwwwwwwwwwwwwwww< the amount charged to re-enue #y way of pro-ision

for depreciation+ renewals or diminution in -alue of fi"ed assetsD

;"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""<
the amount of the interest on the company5s de#entures and other fi"ed loansD

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy<
the amount of the charge for .yprus income ta" and other .yprus ta"ation on profits+ including+ where practica#le+ as .yprus income ta" any ta"ation imposed elsewhere to the e"tent of the relief+ if any+ from .yprus income ta" and distinguishing where practica#le #etween income ta" and other ta"ationD

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

the amounts respecti-ely pro-ided for redemption of share capital and for redemption of loansD the amount+ if material+ set aside or proposed to #e set aside to+ or withdrawn from+ reser-esD

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

;############################################################## < su#$ect to su#6paragraph ;2< of this paragraph+ the amount+ if material+ set aside to
pro-isions other than pro-isions for depreciation+ renewals or diminution in -alue of assets or+ as the case may #e+ the amount+ if material+ withdrawn from such pro-isions and not applied for the purposes thereofD

2%

;cccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccc<

the amount of income from in-estments+ distinguishing #etween trade in-estments and other in-estmentsD

;dddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddd < the aggregate amount of the di-idends paid and proposed.
(-) )he =o-ernor may direct that a company shall not #e o#liged to show an amount set aside to pro-isions in accordance with su#6paragraph ;1<;f< of this paragraph+ if the =o-ernor is satisfied that that is not required in the pu#lic interest and would pre$udice the company+ #ut su#$ect to the condition that any heading stating an amount arri-ed at after ta8ing into account the amount set aside as aforesaid shall #e so framed or mar8ed as to indicate that fact. 13. If the remuneration of the auditors is not fi"ed #y the company in general meeting+ the amount thereof shall #e shown under a separate heading+ and for the purposes of this paragraph+ any sums paid #y the company in respect of the auditors5 e"penses shall #e deemed to #e in the e"pression 0remuneration1. 15.(1) )he matters referred to in the following su#6paragraphs shall #e stated #y way of note+ if not otherwise shown.

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

If depreciation or replacement of fi"ed assets is pro-ided for #y some method other than a depreciation charge or pro-ision for renewals+ or is not pro-ided for+ the method #y which it is pro-ided for or the fact that it is not pro-ided for+ as the case may #e.

;ffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffff< )he amount of the charge for .yprus income ta". ;gggggggggggggggggggggggggggggggggggggggggggggggggggggggggggggg< ;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh<
Ahether not the amount stated for di-idends paid and proposed is for di-idends su#$ect to deduction of income ta". or

,"cept in the case of the first profit and loss account laid #efore the company after the commencement of this :aw the corresponding amounts for the immediately preceding financial year for all items shown in the profit and loss account.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii< &ny material respects in which any items shown in the profit
and loss account are affected 6

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$< #y transactions of a sort not usually

underta8en #y the company or otherwise #y circumstances of an e"ceptional or non6recurrent natureD or

;88888888888888888888888888888888888888888888888888888888888888 < #y any change in the #asis of accounting.

PART II - SPECIAL PRO ISIONS !HERE THE COMPAN" IS A HOLDING OR SUBSIDIAR" COMPAN".

2%!

Modifications of and Additions to Re/uirements as to Company&s own Accounts. 16.(1) )his paragraph shall apply where the company is a holding company+ whether or not it is itself a su#sidiary of another #ody corporate. (-) )he aggregate amount of assets consisting of shares in+ or amounts owing ;whether on account of a loan or otherwise< from+ the company5s su#sidiaries+ distinguishing shares from inde#tedness+ shall #e set out in the #alance sheet separately from all the other assets of the company+ and the aggregate amount of inde#tedness ;whether on account of a loan or otherwise< to the company5s su#sidiaries shall #e so set out separately from all its other lia#ilities and 6

;llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll< the references in *art I of this Schedule to

the company5s in-estments shall not include in-estments in its su#sidiaries required #y this paragraph to #e separately set outD and

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmmmmmmmm< paragraph 5+ su#6paragraph ;1<;a< of

paragraph 12+ and su#6paragraph ;2< of paragraph 14 of this Schedule shall not apply in relation to fi"ed assets consisting of interests in the company5s su#sidiaries.

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn<

)here shall #e shown #y way of note on the #alance sheet or in a statement or report anne"ed thereto the num#er+ description and amount of the shares in and de#entures of the company held #y its su#sidiaries or their nominees+ #ut e"cluding any of those shares or de#entures in the case of which the su#sidiary is concerned as personal representati-e or in the case of which it is concerned as trustee and neither the company nor any su#sidiary thereof is #eneficially interested under the trust+ otherwise than #y way of security only for the purposes of a transaction entered into #y it in the ordinary course of a #usiness which includes the lending of money.

;oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo<
accounts are not su#mitted+ there shall #e anne"ed to the #alance sheet a statement showing 6

Ahere group

;pppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppp < the reasons why su#sidiaries are not dealt with in group accountsD ;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq < the net aggregate amount+ so far as it concerns mem#ers of the holding company and is
not dealt with in the company5s accounts+ of the su#sidiaries5 profits after deducting the su#sidiaries5 losses ;or -ice -ersa< 6

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

for the respecti-e financial years of the su#sidiaries ending with or during the financial year of the companyD and for their pre-ious financial years since they respecti-ely #ecame the holding company5s su#sidiaryD

;ssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssss<

0c1

the net aggregate amount of the su#sidiaries5 profits after deducting the su#sidiaries5 losses ;or -ice -ersa< 6

2%%

;tttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttt< for the respecti-e financial years

of the su#sidiaries ending with or during the financial year of the companyD and

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu uuuuuu< for their other financial years since they respecti-ely #ecame the
holding company5s su#sidiary+ so far as those profits are dealt with+ or pro-ision is made for those losses+ in the company5s accountsD 0d1 any qualifications contained in the report of the auditors of the su#sidiaries on their accounts for their respecti-e financial years ending as aforesaid+ and any note or sa-ing contained in those accounts to call attention to a matter which+ apart from the note or sa-ing+ would properly ha-e #een referred to in such a qualification+ in so far as the matter which is the su#$ect of the qualification or note is not co-ered #y the company5s own accounts and is material from the point of -iew of its mem#ers+

or+ in so far as the information required #y this su#6paragraph is not o#taina#le+ a statement that it is not o#taina#leC *ro-ided that the =o-ernor may+ on the application or with the consent of the company5s directors+ direct that in relation to any su#sidiary this su#6paragraph shall not apply or shall apply only to such e"tent as may #e pro-ided #y the direction. (6) *aragraphs ;#< and ;c< of the last foregoing su#6paragraph shall apply only to profits and losses of a su#sidiary which may properly #e treated in the holding company5s accounts as re-enue profits or losses+ and the profits or losses attri#uta#le to any shares in a su#sidiary for the time #eing held #y the holding company or any other of its su#sidiaries shall not ;for that or any other purpose< #e treated as aforesaid so far as they are profits or losses for the period #efore the date on or as from which the shares were acquired #y the company or any of its su#sidiaries+ e"cept that they may in a proper case #e so treated where 6

;-------------------------------------------------------------< the company is itself the su#sidiary of another #ody corporateD and ;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwwwwwwwwwwwwwwww< the shares were acquired from that #ody corporate
or a su#sidiary of it+ and for the purpose of determining whether any profits or losses are to #e treated as profits or losses for the said period the profit or loss for any financial year of the su#sidiary may+ if it is not practica#le to apportion it with reasona#le accuracy #y reference to the facts+ #e treated as accruing from day to day during that year and #e apportioned accordingly. (7) Ahere group accounts are not su#mitted+ there shall #e anne"ed to the #alance sheet a statement showing+ in relation to the su#sidiaries ;if any< whose financial years did not end with that of the company 6

;"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""" < the reasons why the company5s directors consider that the su#sidiaries5 financial years
should not end with that of the companyD and

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy

2%'

the dates on which the su#sidiaries5 financial years ending last #efore that of the company respecti-ely ended or the earliest and latest of those dates. 17.(1) )he #alance sheet of a company which is a su#sidiary of another #ody corporate+ whether or not it is itself a holding company+ shall show the aggregate amount of its inde#tedness to all #odies corporate of which it is a su#sidiary or a fellow su#sidiary and the aggregate amount of the inde#tedness of all such #odies corporate to it+ distinguishing in each case #etween inde#tedness in respect of de#entures and otherwise. (-) 3or the purposes of this paragraph a company shall #e deemed to #e a fellow su#sidiary of another #ody corporate if #oth are su#sidiaries of the same #ody corporate #ut neither is the other5s.

Consolidated Accounts of :olding Company and #ubsidiaries.

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<

Su#$ect to the following paragraphs of this *art of this Schedule+ the consolidated #alance sheet and profit and loss account shall com#ine the information contained in the separate #alance sheets and profit and loss accounts of the holding company and of the su#sidiaries dealt with #y the consolidated accounts+ #ut with such ad$ustments ;if any< as the directors of the holding company thin8 necessary.

;aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa<

Su#$ect as aforesaid and to *art III of this Schedule+ the consolidated accounts shall+ in gi-ing the said information+ comply+ so far as practica#le+ with the requirements of this :aw as if they were the accounts of an actual company.

;###############################################################< Sections 1%%

and 1%' shall not+ #y -irtue of the two last foregoing paragraphs+ apply for the purpose of the consolidated accounts.

;ccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccccc<

*aragraph ! of this Schedule shall not apply for the purpose of any consolidated accounts laid #efore a company with the first #alance sheet so laid after the commencement of this :aw.

;ddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddddd< In relation to
any su#sidiaries of the holding company not dealt with #y the consolidated accounts 6

;eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee<

su#6 paragraphs ;2< and ;3< of paragraph 15 of this Schedule shall apply for the purpose of those accounts as if those accounts were the accounts of an actual company of which they were su#sidiariesD and

;fffffffffffffffffffffffffffffffffffffffffffffffffffffffffffffff< there shall #e anne"ed the li8e

statement as is required #y su#6paragraph ;4< of that paragraph where there are no group accounts+ #ut as if references therein to the holding company5s accounts were references to the consolidated accounts. --. In relation to any su#sidiaries ;whether or not dealt with #y the consolidated accounts<+ whose financial years did not end with that of the company+ there shall #e anne"ed the li8e statement as is required #y su#6paragraph ; < of paragraph 15 of this Schedule where there are no group accounts.

2'(

PART III - E$CEPTIONS FOR SPECIAL CLASSES OF COMPAN". -3.(1) than 6 & #an8ing or discount company shall not #e su#$ect to the requirements of *art I of this Schedule other

;gggggggggggggggggggggggggggggggggggggggggggggggggggggggggggggg g< as respects its #alance sheet+ those of paragraphs 2 and 3+ paragraph 4 ;so far as it relates
to fi"ed and current assets<+ paragraph % ;e"cept su#6paragraph ;1< ;d<+ paragraphs ' and 1(+ and paragraph 11 ;e"cept su#6paragraph ;%<<D and

;hhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh h< as respects its profit and loss account+ those of su#6paragraph ;1<;h< of paragraph 12+
paragraph 13 and su#6paragraphs ;1<+ ;4< and ;5< of paragraph 14D #ut+ where in its #alance sheet capital reser-es+ re-enue reser-es or pro-isions ;other than pro-isions for depreciation+ renewals or diminution in -alue of assets< are not stated separately+ any heading stating an amount arri-ed at after ta8ing into account such a reser-e or pro-ision shall #e so framed or mar8ed as to indicate that fact+ and its profit and loss account shall indicate #y appropriate words the manner in which the amount stated for the company5s profit or loss has #een arri-ed at.

;iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii<

)he accounts of a #an8ing or discount company shall not #e deemed+ #y reason only of the fact that they do not comply with any requirements of the said *art I from which the company is e"empt #y -irtue of this paragraph+ not to gi-e the true and fair -iew required #y this :aw.

;$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$$<

In this paragraph the e"pression 0#an8ing or discount company1 means any company which satisfies the =o-ernor that it ought to #e treated for the purposes of this Schedule as a #an8ing company or as a discount company. -5.(1) In relation to an assurance company+ the foregoing paragraph shall apply as it applies in relation to a #an8ing or discount company+ and such an assurance company shall also not #e su#$ect to the requirements of su#6 paragraphs ;1<;a< and ;3< of paragraph ;%< and su#6paragraphs ;4< to ;!< and su#6paragraph 1( of paragraph 11 of this ScheduleC *ro-ided that the =o-ernor may direct that any such assurance company whose #usiness includes to a su#stantial e"tent #usiness other than assurance #usiness shall comply with all the requirements of the said *art I or such of them as may #e specified in the direction and shall comply therewith as respects either the whole of its #usiness or such part thereof as may #e so specified.

;888888888888888888888888888888888888888888888888888888888888888< Ahere

an assurance company is entitled to the #enefit of this paragraph+ then any wholly owned su#sidiary thereof shall also #e so entitled if its #usiness consists only of #usiness which is complementary to assurance #usiness of the classes carried on #y the assurance company.

;lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll<

3or the purposes of this paragraph a company shall #e deemed to #e wholly owned su#sidiary of an assurance company if it has no mem#ers e"cept the assurance company and the assurance company5s wholly owned su#sidiaries and its or their nominees.

;mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmm< In this paragraph the e"pression 0assurance company1 means any
o-ersea company which satisfies the =o-ernor that it ought to #e treated for the purposes of this Schedule as an

2'1

assurance company. -6.(1) & company to which this paragraph applies shall not #e su#$ect to the following requirements of this Schedule+ that is to sayC6

;nnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnn n< as respects its #alance sheet+ those of paragraph 4 ;e"cept so far as the said paragraph
relates to fi"ed and current assets< and paragraphs 5+ and !D and

;oooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo o< as respects its profit and loss account+ those of su#6paragraph ;1<;a<+ ;e< and ;f< of
paragraph 12+ #ut a company ta8ing ad-antage of this paragraph shall #e su#$ect+ instead of the said requirements to any prescri#ed conditions as respects matters to #e stated in its accounts or #y way of note thereto and as respects information to #e furnished to the =o-ernor or a person authorised #y him to require it.

;ppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppppp< )he accounts

of a company shall not #e deemed+ #y reason only of the fact that they do not comply with any requirements of *art I of this Schedule from which the company is e"empt #y -irtue of this paragraph+ not to gi-e the true and fair -iew required #y this :aw.

;qqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqqq< )his
paragraph applies to companies of any class prescri#ed for the purposes thereof+ and a class of companies may #e so prescri#ed if it appears to the =o-ernor desira#le in the national interestC *ro-ided that+ if the =o-ernor is satisfied that any of the conditions prescri#ed for the purposes of this paragraph has not #een complied with in the case of any company+ he may direct that so long as the direction continues in force this paragraph shall not apply to the company. -7. Ahere a company entitled to the #enefit of any pro-ision contained in this *art of this Schedule is a holding company+ the reference in *art II of this Schedule to consolidated accounts complying with the requirements of this :aw shall+ in relation to consolidated accounts of that company+ #e construed as referring to those requirements in so far only as they apply to the separate accounts of that company.

PART I - INTERPRETATION OF SCHEDULE. -;.(1) 3or the purposes of this Schedule+ unless the conte"t otherwise requires 6

;rrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrrr<

the e"pression 0pro-ision1 shall+ su#$ect to su#6paragraph ;2< of this paragraph+ mean any amount written off or retained #y way of pro-iding for depreciation+ renewals or diminution in -alue of assets or retained #y way of pro-iding for any 8nown lia#ility of which the amount cannot #e determined with su#stantial accuracyD the e"pression 0reser-e1 shall not+ su#$ect as aforesaid+ include any amount written off or retained #y way of pro-iding for depreciation+ renewals or diminution in -alue of assets or retained #y way of pro-iding for any 8nown lia#ilityD

;sssssssssssssssssssssssssssssssssssssssssssssssssssssssssssssss<

2'2

;ttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttt<

the e"pression 0capital reser-e1 shall not include any amount regarded as free for distri#ution through the profit and loss account and the e"pression 0re-enue reser-e1 shall mean any reser-e other than a capital reser-eD

and in this paragraph the e"pression 0lia#ility1 shall include all lia#ilities in respect of e"penditure contracted for and all disputed or contingent lia#ilities. (-) Ahere 6

;uuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuuu u< any amount written off or retained #y way of pro-iding for depreciation+ renewals or
diminution in -alue of assets+ not #eing an amount written off in relation to fi"ed assets #efore the commencement of this :awD or

;--------------------------------------------------------------< any amount retained #y way of pro-iding for any 8nown lia#ility+ is in e"cess of that
which in the opinion of the directors is reasona#ly necessary for the purpose+ the e"cess shall #e treated for the purposes of this Schedule as a reser-e and not as a pro-ision. -<. 3or the purposes aforesaid+ the e"pression 0quoted in-estment1 means an in-estment as respects which there has #een granted a quotation or permission to deal on a prescri#ed stoc8 e"change+ and the e"pression 0unquoted in-estment1 shall #e construed accordingly.

2'3

NINTH SCHEDULE. (Se0)*'n 167.) MATTERS TO BE E$PRESSL" STATED IN AUDITORSC REPORT.

;wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww wwwwwwwwwwww< Ahether they ha-e o#tained all the information and e"planations which to the
#est of their 8nowledge and #elief were necessary for the purposes of their audit.

;"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""< Ahether+

in their opinion+ proper #oo8s of account ha-e #een 8ept #y the company+ so far as appears from their e"amination of those #oo8s+ and proper returns adequate for the purposes of their audit ha-e #een recei-ed from #ranches not -isited #y them. 3.(1) Ahether the company5s #alance sheet and ;unless it is framed as a consolidated profit and loss account< profit and loss account dealt with #y the report are in agreement with the #oo8s of account and returns. (-) Ahether+ in their opinion and to the #est of their information and according to the e"planations gi-en them+ the said accounts gi-e the information required #y this :aw in the manner so required and gi-e a true and fair -iew 6

;yyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyyy y< in the case of the #alance sheet+ of the state of the company5s affairs as at the end of its
financial yearD and

;EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE<
the case of the profit and loss account+ of the profit or loss for its financial year+

in

or+ as the case may #e+ gi-e a true and fair -iew thereof su#$ect to the non6disclosure of any matters ;to #e indicated in the report< which #y -irtue of *art III of the ,ighth Schedule are not required to #e disclosed. 5. In the case of a holding company su#mitting group accounts whether+ in their opinion+ the group accounts ha-e #een properly prepared in accordance with the pro-isions of this :aw so as to gi-e a true and fair -iew of the state of affairs and profit or loss of the company and its su#sidiaries dealt with there#y+ so far as concerns mem#ers of the company+ or+ as the case may #e+ so as to gi-e a true and fair -iew thereof su#$ect to the non6disclosure of any matters ;to #e indicated in the report< which #y -irtue of *art III of the ,ighth Schedule are not required to #e disclosed.

2'4

TENTH SCHEDULE. (Se0)*'n -=;.) PRO ISIONS OF THIS LA! !HICH DO NOT APPL" IN THE CASE OF A !INDING UP SUB#ECT TO SUPER ISION OF THE COURT.

#ection. 224. 225. 22 . 22!. 22%. 22'. 23(. e"cept su#sec.;5<. 234. 235. 23 . 23!. 23%. 23'. 24(. 241. 242. 25(. 251. 25'.

#ub;ect Matter. Statement of company5s affairs to #e su#mitted to official recei-er. Report #y official recei-er. *ower of .ourt to appoint liquidators. &ppointment and powers of pro-isional liquidator. &ppointment+ style+ etc.+ of liquidators. *ro-isions where person other than official recei-er is appointed liquidator. =eneral pro-isions as to liquidators.

,"ercise and control of liquidator5s powers. 4oo8s to #e 8ept #y liquidator. *ayments of liquidator into #an8. &udit of liquidator5s accounts. .ontrol of 9fficial Recei-er o-er liquidators. Release of liquidators. Meetings of creditors and contri#utories to determine whether committee of inspection shall #e appointed. .onstitution and proceedings of committee of inspection. Ahere no committee of inspection. &ppointment of special manager. *ower to order pu#lic e"amination of promoters and officers. 2elegation to liquidator of certain powers of .ourt.

2'5

33 .

Recei-er for de#enture holders or creditors.

2'

ELE ENTH SCHEDULE. (Se0)*'ns 37= and 3<;.) FORM OF STATEMENT TO BE PUBLISHED B" BAN%ING COMPANIES AND DEPOSIT? PRO IDENT AND BENEFIT SOCIETIES.

III

)he share capital of the company is + di-ided into shares of )he num#er of shares issued is . .alls to the amount of has #een recei-ed.

each. pounds

pounds per share ha-e #een made+ under which the sum of

)he lia#ilities of the company on the first day of @anuary ;or @uly< were 6

2e#ts owing to sundry persons #y the company 6 9n $udgment+ M 9n specialty+ M 9n notes or #ills+ M+ 9n simple contracts+ M 9n estimated lia#ilities+ M

)he assets of the .ompany on that day were 6 =o-ernment securities Gstating themH 4ills of e"change and promissory notes+ M .ash at the #an8ers+ M 9ther securities+ M

***
omitted.

If the company has no share capital the portion of the statement relating to capital and shares must #e

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T!ELFTH SCHEDULE. (Se0)*'n 3;3.) PRO ISIONS REFERRED TO IN SECTION 3;3. #ection or provision of #chedule. 1!. 31. 3'. 4%. 51. '(. '1;1< and ;3<. '2. 1(1. 1(4. 11'. ;e"cept para. ;a< of su#sec. ;1<<. 122. 123;1<. 124. 15 ;1<+;3<. 1!5. 2%%. 34(;2<. 342. 34!. 34'. 35(. 351. Sch. >I+ *art I+ paras. 2+ 4+

#ub;ect matter. .onclusi-eness of certificate of incorporation. Statement in lieu of prospectus to #e deli-ered to registrar #y company on ceasing to #e pri-ate company. Matters to #e stated and reports to #e set out in prospectus. *rohi#ition of allotment in certain cases unless statement in lieu of prospectus deli-ered to registrar. Return as to allotments. Registration of charges created #y companies registered in the .olony. 2uty of company with regard to charges and mortgages created #y company. 2uty of company to register charges e"isting on property acquired. &pplication of *art III to charges and mortgages created+ etc.+ #y company incorporated outside the .olony. Restrictions on commencement of #usiness. *articulars in annual return of company not ha-ing a share capital. .ertificates to #e sent #y pri-ate company with annual return. .ertificate of satisfaction of conditions constituting a company an e"empt pri-ate company. Statutory meeting and statutory report. &uditors5 report and right to information and e"planations. Restrictions on appointment or ad-ertisement of director. 7otice #y liquidator of his appointment. &#stract of recei-er5s receipts and payments. 2eli-ery to registrar of accounts of recei-ers and managers. 2ocuments. etc.+ to #e deli-ered to registrar #y o-ersea companies carrying on #usiness in the .olony. Return to #e deli-ered to registrar #y o-ersea company where documents+ etc.+ altered. &ccounts of o-ersea company. 9#ligation to state name of o-ersea company+ whether limited+ and country where incorporated. *articulars in annual return of company ha-ing a share capital.

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