Companies Act Amendment Act 1973 (WA)

WESTERN AUSTRALIA.

COMPANIES.

No. 104 of 1973.

AN ACT to amend the Companies Act, 1961-1972, to make provision with respect to the disclosure of substantial shareholdings in companies, to re-enact provisions of that Act relating to accounts and audit and take-over offers, and for incidental and other purposes.

[Assented to 4th January, 1974.]

BE it enacted by the Queen's Most ExcellentMajesty, by and with the advice and consent of the Legislative Council and the Legislative Assembly of Western Australia, in this present Parliament assembled, and by the authority of the same, as follows:—

PART I.—PRELIMINARY.

1. (1) This Act may be cited as the Companies

Short title

and citation.

Act Amendment Act, 1973.

(2) The Companies Act, 1961-1972 is in this Act referred to as the principal Act.	Reprinted as approved for
reprint 18th August, 1971 and amended by Act No.
31 of 1971.

No. 104.] Companies. [1973.

(3) The principal Act as amended by this Act may be cited as the Companies Act, 1961-1973.

Commence-

ment. 2.

The provisions of this Act shall come into

operation on such day or days as is or are,

respectively, fixed by proclamation.

Arrange-

ment. 3. This Act is divided into Parts as follows

PART L—PRELIMINARY—ss. 1-6,

PART IL—SUBSTANTIAL SHAREHOLDINGS—s. 7.

PART III.—DUTIES AND LIABILITIES OF OFFICERS

AND DISCLOSURE OF DIRECTORS' INTERESTS

IN SECURITIES—ss. 8-9.

PART IV.—ACCOUNTS AND AUDIT—ss. 10-28.

PART V.—SPECIAL INVESTIGATIONS—ss. 29-35.

PART VI.—TAKE-OVERS----ss. 36-42.

PART VII.—MISCELLANEOUS PROVISIONS—ss. 43-

115.

Section 3 amended. 4. Section 3 of the principal Act is amended

(a)	by deleting the passage "PART I.—PRE- LIMINARY—ss. 1-6." in line three and substituting the passage "PART I.—PRE- LIMINARY—ss. 1-6A.";
(b)	by adding after the passage "Division 3.—

Shares—ss. 54-69." in line fourteen, the

passage "Division 3A.—Substantial Share-

holdings—ss. 69A-69N."; and

(c) by deleting the passage

PART VI.—ACCOUNTS AND AUDIT—ss. 161-

180.

Division 1.—Accounts—ss. 161-164.

Division 2.—Audit—ss. 165-167.

Division 3.—Inspection—ss. 168-171.

1973.] Companies. [No. 104.

Division 4.—Special Investigations—ss.

172-180. ,

and substituting the following passage

PART VI.—ACCOUNTS AND AUDIT—ss. 161-

167C.

Division 1.—Preliminary—s. 161.

Division 2.—Accounts—ss. 161A-164.

Division 3.—Audit—ss. 165-167B.

Division 4.—Special Provisions relating to

banking and life insurance corpora-

tions—s. 167C.

PART VIA.—SPECIAL INVESTIGATIONS—ss.

168-180.

PART VIB.—TAKE-OVERS—ss. 180A-1807.

5. Subsection (1) of section 5 of the principal Act is amended	Section 5
amended.

(a) by adding after the interpretation "Regist- rar" the following interpretation

"related corporation", in relation to a corporation, means a corporation that is deemed to be related to that first-mentioned corporation by virtue of subsection (5) of section six; and

(b) by adding at the end thereof the following interpretation-

" voting share", in relation to a body cor- porate, means an issued share in the body corporate, not being

(a)	a share to which, in no circum- stances, is there attached a right to vote; or
(b)	a share to which there is attached a right to vote only in one or more of the following circumstances-

(i) during a period during which a dividend (or part of a dividend) in respect of the share is in arrear;

No. 104.] Companies. [1973.

(ii)  upon a proposal to reduce the share capital of the body corporate;

(iii) upon a proposal that affects rights attached to the share;

(iv) upon a proposal to wind up the body cor- porate;

(v)    upon a proposal for the disposal of the whole of the property, business and undertaking of the body corporate;

(vi)

during the winding up

of the body corporate.

S. 6A added. 6. The principal Act is amended by adding

immediately after section 6 the following section-

Interests in

shares.	6A. (1) The following subsections of this section have effect for the purposes of Division 3A of Part IV., sections one hundred and twenty-six and one hundred and twenty-seven and Part VIB.
(2) Where the property subject to a trust consists of or includes shares and a person knows or has reasonable grounds for believing

(a)	that he has an interest under the trust; and
(b)	that the property subject to the trust consists of or includes those shares,

he shall be deemed to have an interest in those

shares.

(3) Where a right (being a right or an

interest described in the interpretation

"interest" in section seventy-six or in the

1973.] Companies. [No. 104.

definition of that word in the corresponding provision of the law of another State or of a Territory of the Commonwealth)

(a)	was issued or offered to the public for subscription or purchase, or the public was invited to subscribe for or purchase such a right and the right was so subscribed for or purchased; or
(b)	was issued for the purposes of an offer to the public by and is held by the management company, within the meaning of that section or correspond- ing provision,

that right does not constitute an interest in a

share.

(4) Where a body corporate has an interest in a share and

(a)	the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instruc- tions or wishes of a person in relation to that share;
(b)	a person has a controlling interest in the body corporate; or
(c)	a person is, the associates of a person are, or a person and his associates are, entitled to exercise or control the exercise of not less than fifteen per centum of the votes attached to the voting shares in the body corporate,

that person shall be deemed to have an interest

in that share.

(5) For the purposes of paragraph (c) of subsection (4) of this section, a person is an associate of another person if the first- mentioned person is

(a) a corporation that, by virtue of sub- section (5) of section six, is deemed to be related to that other person;

No. 104.] Companies. [1973.

(b)	a person in accordance with whose directions, instructions or wishes that other person is accustomed or is under an obligation, whether formal or informal, to act in relation to the share referred to in subsection (4) of this section;
(c)	a person who is accustomed or is under an obligation whether formal or informal, to act in accordance with the directions, instructions or wishes of that other person in relation to that share;
(d)	a body corporate that is, or the directors of which are, accustomed or under an obligation whether formal or informal, to act in accordance with the directions, instructions or wishes of that other person in relation to that share; or
(e)	a body corporate in accordance with the directions, instructions or wishes of which, or of the directors of which, that other person is accustomed or under an obligation, whether formal or informal, to act in relation to that share.

(6) Where a person-

(a)	has entered into a contract to purchase a share;
(b)	has a right, otherwise than by reason of having an interest under a trust, to have a share transferred to himself or to his order, whether the right is exer- cisable presently or in the future and whether on the fulfilment of a con- dition or not;
(e)	interest in a share, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or

has the right to acquire a share, or an

1973.] Companies. [No. 104.

(d) is entitled (otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members) to exercise or control the exercise of a right attached to a share, not being a share of which he is the registered holder,

that person shall be deemed to have an interest

in that share.

(7)

A person shall not be deemed not to have an interest in a share by reason only that he has the interest in the share jointly with another person.

(8)

It is immaterial, for the purposes of de- termining whether a person has an interest in a share, that the interest cannot be related to a particular share.

(9) There shall be disregarded

(a)	an interest in a share if the interest is that of a person who holds the share as bare trustee;
(b)	an interest in a share of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordi- nary course of business in connection with the lending of money;
(c)	an interest of a person in a share, being an interest held by him by reason of his holding a prescribed office; and
(d)	a prescribed interest in a share, being an interest of such person, or of the persons included in such class of per- sons, as is prescribed.

No. 104.] (10) An interest in a share shall not be dis- Companies. [1973.

regarded by reason only of

(a)	its remoteness;
(b)	the manner in which it arose; or
(c)	the fact that the exercise of a right conferred by the interest is or is capable of being made subject to re- straint or restriction.

PART IL—SUBSTANTIAL SHAREHOLDINGS.

Division 3A

added to 7. Part IV of the principal Act is amended by

Part IV. adding after Division 3 the following Division

Division 3A.—Substantial Shareholdings.

Application

and inter-	69A. (1) This section has effect for the pur-
pretation

of Divisiori. poses of this Division.

(2) A reference to a company is a reference

(a)	to a company all or any of the shares in which are listed for quotation on the official list of a Stock Exchange in Australia;
(b)	to a body corporate, being a body in- corporated in the State, that is for the time being declared by the Governor, by notice published in the Government

Gazette, to be a company for the pur-

poses of this Division; or

(c) to a body, not being a body corporate, formed in the State, that is for the time being declared by the Governor, by notice published in the Government

Gazette, to be a company for the pur-

poses of this Division.

(3) The Governor may by notice published in the Government Gazette revoke or vary a notice published under subsection (2) of this section.

1973.] Companies. [No. 104.

In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock shall be deemed to be an interest in an issued share in the company having the same nominal amount as the amount of that stock and having attached to it the same rights as are attached to that stock.

(4)

(5) A reference in the definition of "voting share" in subsection (1) of section five to a body corporate includes a reference to a body referred to in paragraph (c) of subsection (2) of this section.

69B. (1) The obligation to comply with this Division extends to all natural persons, whether	Persons	Obliged to
comply with
Division.
resident in the State or in Australia or not and whether Australian citizens or not, and to all bodies corporate, whether incorporated or carrying on business in the State or in Australia or not.
(2) This Division extends to acts done or omitted to be done outside the State, whether in Australia or not.

69C. (1) For the purposes of this Division, a ?tii=tr

person has a substantial shareholding in a suss Mdt

company if he has an interest or interests in shareholders.

one or more voting shares in the company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than one-tenth of the aggregate of the nominal amounts of all the voting shares in the company.

(2) For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into two or more classes of shares, if he has an interest or interests in one or more voting shares included in one of those classes and the nominal amount of that share, or the aggregate of the nominal amounts of

No. 104.] Companies. [1973.

those shares, is not less than one-tenth of the aggregate of the nominal amounts of all the voting shares included in that class.

(3) For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.

Substantial

shareholder 69D. (1) A person who is a substantial

to notify	shareholder in a company shall give notice in
company of
his interests.	writing to the company stating his name and address and full particulars of the voting shares in the company in which he has an interest or interests (including, unless the interest or interests cannot be related to a particular share or shares, the name of the person who is registered as the holder) and full particulars of each such interest and of the circumstances by reason of which he has that interest.

(2) The notice shall be given

(a)	if the person was a substantial share- holder on the date on which this Division came into operation—within one month after that date; or
(b)	if the person became a substantial shareholder after that date—within fourteen days after becoming a sub- stantial shareholder.

(3) The notice shall be so given notwith- standing that the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) of this section is applicable.

Substantial

shareholder	69E. (1) Where there is a change (not being of a substantial shareholder in a company in voting shares in the company, he shall give notice in writing to the company stating his name, and full particulars of the change, including the date of the change, and the circumstances by reason of which that change has occurred.
company of
to notify	a prescribed change) in the interest or interests
tsis interests.
change in

1973.] Companies. [No. 104.

The notice shall be given within fourteen days after the date of the change.

(2)

For the purposes of subsection (1) of this section, where a substantial shareholder in a company acquires or disposes of voting shares in the company, there shall be deemed to be a change in the interest or interests of the sub- stantial shareholder in voting shares in that company.

(3)

69F. (1) A person who ceases to be a cPeearsseosntw o lire

substantial shareholder in a company shall Lbrs=teir

give notice in writing to the company stating tegmnoptaig.

his name and the date on which he ceased to be

a substantial shareholder and full particulars

of the circumstances by reason of which he

ceased to be a substantial shareholder.

(2) The notice shall be given within fourteen days after the person ceased to be a substantial shareholder.

69G. The circumstances required to be References to

stated in a notice under section sixty-nine D, (=tilt? r

sixty-nine E or sixty-nine F include circum-

stances by reason of which, having regard to

the provisions of section six A

(a)	a person has an interest in voting shares;
(b)	a change has occurred in an interest in voting shares; or
(c)	a person has ceased to be a substantial

shareholder in a company,

respectively.

69H. (1) A person who holds voting shares =ice to

in a company, being voting shares in which a residents.

non-resident has an interest, shall

(a) give to the non-resident a notice in the prescribed form as to the require- ments of this Division; or

No. 104.] Companies. [1973.

(b) where the first-mentioned person knows or has reasonable grounds for believing that an interest of the non- resident in the shares is an interest that the non-resident holds for another person, give to the non-resident a notice in the prescribed form as to the requirements of this Division and direct the non-resident to give the notice or a copy of the notice to that other person.

(2) The notice shall be given

(a)	if the first-mentioned person holds the shares on the date on which this Division came into operation—within fourteen days after that date; or
(b)	if the first-mentioned person did not hold the shares on that date—within fourteen days after becoming the holder of the shares.

(3) In this section, "non-resident" means a person who is not resident in Australia or a body corporate that is not incorporated in Australia.

(4) Nothing in this section affects the

operation of section sixty-nine B.

Registrar

may extend	69J. The Registrar may, on the application under this Division, in his discretion, extend, or further extend, the time for giving the notice.
time for
giving notice	of a person who is required to give a notice
under this
Division.
Company to

keep register	69K.	(1) A company shall keep a register in
of substantial

shareholders. which it shall forthwith enter

(a)	in alphabetical order the names of persons from whom it has received a notice under section sixty-nine D; and
(b)	against each name so entered, the information given in the notice and, where it receives a notice under section sixty-nine E or sixty-nine F, the information given in that notice.

1973. ] Companies. [No. 104.

(2) The register shall be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in the State, and shall be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of fifty cents or such lesser sum as the company requires.

(3) A person may request the company to furnish him with a copy of the register or any part of the register on payment in advance of a sum of twenty cents or such lesser sum as the company requires for every one hundred words or fractional part thereof required to be copied and the company shall send the copy to that person, within fourteen days or such longer period as the Registrar thinks fit, after the day on which the request is received by the company.

The Registrar may at any time in writing require the company to furnish him with a copy of the register or any part of the register and the company shall furnish the copy within fourteen days after the day on which the requirement is received by the company.

(4)

If default is made in complying with this section, the company and every officer of the company who is in default is guilty of an offence against this Act.

(5)

Penalty: One thousand dollars. Default

penalty: Two hundred dollars.

A company is not, by reason of anything done under this Division

(6)

(a) to be taken for any purpose to have notice of; or

(b) put upon inquiry as to

a right of a person to or in relation to a share in

the company.

No. 104.] Companies. [1973.

Offences

against	69L. A person who fails to comply with
certain

sections.

section sixty-nine D, sixty-nine E or sixty-nine

F is guilty of an offence against this Act.

Penalty: One thousand dollars. Default

penalty: Two hundred dollars.

Defence to

Prosecutions. 69M. (1) It is a defence to a prosecution for failing to comply with section sixty-nine D, sixty-nine E or sixty-nine F if the defendant proves that his failure was due to his not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that

(a)	he was not so aware on the date of the information or summons;
(b)	he became so aware less than fourteen days before the date of the informa- tion or summons; or
(c)	he became so aware not less than four- teen days before the date of the information or summons and gave the notice under the relevant section within fourteen days after becoming so aware.

(2) For the purposes of subsection (1) of this section, a person shall in the absence of proof to the contrary be presumed to have been aware at a particular time of a fact or occurrence of which a servant or agent of the person, being a servant or agent having duties or acting in relation to his master's or principal's interest or interests in a share or shares in the company concerned, was aware at that time.

Powers of

court with	69N. (1) Where a person (in this section is, or at any time after the date on which this Division came into operation has been, a substantial shareholder in a company and has failed to comply with section sixty-nine D, sixty-nine E or sixty-nine F, the Court may,
respect to
defaulting	referred to as "the substantial shareholder")
substantial
shareholder.

1973.] Companies. [No. 104.

on the application of the Minister, whether or not that failure still continues, make one or more of the following orders:

(a)	an order restraining the substantial shareholder from disposing of any interest in shares in the company in which he is or has been a substantial shareholder;
(b)	an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in para- graph (a) of this subsection from disposing of any interest in those shares;
(c)	an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had an interest;
(d)	an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had an interest;
(e)	an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had an interest;
(f)	an order directing the company not to register the transfer or transmission of specified shares;
(g)	an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial shareholder has or has had an interest be disregarded;
(h)	for the purposes of securing com- pliance with any other order made under this section, an order directing the company or any other person to do or refrain from doing a specified act.

No. 104.] Companies. [1973.

(2) Any order under this section may include such ancillary or consequential provisions as the Court thinks just.

(3) An order under this section directing the sale of a share may provide that the sale shall be made within such time and subject to such conditions, if any, as the Court thinks fit, including if the Court thinks fit, a condition that the sale shall not be made to a person who is, or, as a result of the sale, would become, a substantial shareholder in the company.

(4) The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share shall vest in the Registrar.

(5) The Court shall, before making an order under this section and in determining the terms of such an order, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.

(6) The Court shall not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied

(a)	that the failure of the substantial shareholder to comply as mentioned in subsection (1) of this section was due to his inadvertence or mistake or to his not being aware of a relevant fact or occurrence; and
(b)	that, in all the circumstances, the failure ought to be excused.

(7) The Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.

1973.1 an order made by it under this section or suspend the operation of such an order. Companies. [No. 104.

(8)	The Court may rescind, vary or discharge
(9)

Section three hundred and eleven applies in relation to a share that vests in the Registrar under this section as the first-mentioned section applies in relation to an estate or interest in property referred to in the first-mentioned section.

(10) A person shall not contravene or fail to comply with an order under this section that is applicable to him.

Penalty: One thousand dollars. Default

penalty: Two hundred dollars.

(11) Subsection (10) of this section does not affect the powers of the Court in relation to the punishment of contempts of the Court.

PART III.-DUTIES a LIABILITIES OF OFFICERS AND DISCLOSURE OF DIRECTORS' INTERESTS IN

SECURITIES.

8. Section 124 of the principal Act is repealed and the following sections substituted-	substituted.
Section 124
Duty and

124. (1) A director shall at all times act honestly and use reasonable diligence in the

liability of

officers.

Vie. s. 107.

discharge of the duties of his office.

Tas. s. 93.

An officer of a corporation shall not make improper use of information acquired by virtue of his position as such an officer to gain directly or indirectly an advantage for himself or for any other person or to cause detriment to the corporation.

(2)

An officer of a corporation who commits

a breach of a provision of this section is

(a) liable to the corporation for-

(i) profit made by him; and

(3)

No. 104.] Companies. [1973.

(ii) damage suffered by the corpora-

tion, as a result of the breach; and

(b) guilty of an offence against this Act. Penalty: Two thousand dollars.

This section has effect in addition to and not in derogation from any other enactment or rule of law relating to the duty or liability of a director or officer of a corporation.

(4)

Dealings by

officers in

124A. (1) An officer of a corporation who in or in relation to a dealing in securities of the corporation by himself or another person makes use to gain directly or indirectly an advantage for himself or another person of specific confi- dential information acquired by virtue of his position as such an officer which, if generally known, might reasonably be expected to affect materially the value of the subject-matter of the dealing, is liable to a person for loss suffered by that person by reason of, the payment by him of a consideration in respect of the securi- ties greater than the consideration that would have been reasonable if the information had been generally known at the time of the dealing".

Securities.

(2)

An officer of a corporation is not liable under subsection (1) of this section to a person for loss suffered by that person if that person knew or ought reasonably to have known of the information referred to in subsection (1) of this section before entering into the transaction relating to the dealing in securities of the corporation.

An action for the recovery of the amount of a loss referred to in subsection (1) of this section may not be commenced after the

(3)

1973. ] Companies. [No. 104.

expiration of the period of two years after the date of the completion of the dealing in securities in respect of which the loss was suffered.

(4) In this section "dealing in securities" in relation to a corporation means a transaction relating to

(a)	shares in debentures of or interests within the meaning of section seventy- six made available by the corporation or by a related corporation; or
(b)	rights or options in respect of the acquisition or disposal of such shares debentures or interests.

Sections 126

9. (1) Sections 126 and 127 of the principal Act are repealed and re-enacted as follows-

and 127

repealed and

re-enacted. Register of

126. (1) A company shall keep a register showing with respect to each director of the	directors' sharehold-
ings, etc.

company (other than a director that is its	s. 195.
holding company) particulars of

(a)	shares in the company or in a related corporation being shares in which the director has an interest and the nature and extent of that interest;
(b)	debentures of or participatory interests made available by the company or a related corporation in which the direc- tor has an interest and the nature and extent of that interest;
(c)	rights or options of the director or of the director and another person or other persons in respect of the acquisi- tion or disposal of shares in, debentures of, or participatory interests made available by, the company or a related corporation; and
(d)	contracts to which the director is a party or under which he is entitled to a benefit being contracts under

No. 104.] Companies. [1973.

which a person has a right to call for or to make delivery of shares in, debentures of, or participatory interests made available by, the company or a related corporation.

(2) A company need not show in its register with respect to a director particulars of shares in a related corporation that is the wholly- owned subsidiary of the company or of another corporation.

(3) A company that is a wholly-owned subsidiary of another company shall be deemed to have complied with this section in relation to a director who is a director of that other company if the particulars required by this section to be shown in the register of the first- mentioned company with respect to the director are shown in the register of the second- mentioned company.

(4) For the purposes of subsections (2) and (3) of this section a company is a wholly-owned subsidiary of another company if none of the members of the first-mentioned company is a person other than

(a) the second-mentioned company;

(b)	a nominee of the second-mentioned company;
(c)	a subsidiary of the second-mentioned company being a subsidiary none of the members of which is a person other than the second-mentioned company or a nominee of the second-mentioned company; or
(d)	a nominee of such a subsidiary.

(5) A company shall within seven days after receiving notice from a director under para- graph (a) of subsection (1) of section one hundred and twenty-seven enter in its register in relation to the director the particulars

1973.] Companies. [No. 104.

referred to in subsection (1) of this section including the number and description of shares, debentures, participatory interests, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contracts entered into after he became a director

(a) the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this section; and

(b) the date of-

(i)    the agreement for the transaction or if it is later, the completion of the transaction; or

(ii)   where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.

(6) A company shall, within three days after receiving a notice from a director under para- graph (b) of subsection (1) of section one hundred and twenty-seven, enter in its register the particulars of the change referred to in the notice.

(7) A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be upon inquiry as to the right of a person to or in relation to a share in debenture of or participatory interest made available by the company.

(8) A company shall subject to this section keep its register at the registered office of the company and the register shall be open for inspection by a inember of the company with- out charge and by any other person on payment for each inspection of a sum of fifty cents or such lesser sum as the company requires.

No. 104.] Companies. [1973.

(9) A person may request a company to furnish him with a copy of its register or any part of its register on payment in advance of a sum of twenty cents or such lesser sum as the company requires for every one hundred words or fractional part thereof required to be copied and the company shall send the copy to that person within twenty-one days or such longer period as the Registrar thinks fit after the day on which the request is received by the company.

(10) The Registrar may at any time in writing require a company to furnish him with a copy of its register or any part of its register and the company shall furnish the copy within seven days after the day on which the requirement is received by the company.

(11) A company shall produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.

(12) It is a defence to a prosecution for failing to comply with subsection (1) or (5) of this section in respect of particulars relating to a director if the defendant proves that the failure was due to the failure of the director to comply with section one hundred and twenty- seven with respect to those particulars.

(13) In this section a reference to a partici- patory interest is a reference to an interest within the meaning of section seventy-six.

(14) In determining, for the purposes of this section, whether a person has an interest in a debenture or participatory interest the provi- sions of section six A, except subsections (1) and (3) of that section, have effect and in applying those provisions a reference to a share shall be read as a reference to a debenture or participa- tory interest.

1973.1 Companies. [No. 104.

(15) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence against this Act.

Penalty: One thousand dollars. Default

penalty.

127. (1) A director of a company shall give General	duty of
directors to

notice in writing to the company—

make

disclosure.

(a)	unless the director is the holding company of the company, of such particulars relating to shares, deben- tures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance by the first-mentioned company with the provisions of section one hundred and twenty-six;
(b)	of particulars of any change in respect of the particulars referred to in paragraph (a) of this subsection of which notice has been given to the company including the consideration (if any) received as a result of the event giving rise to the change;
(c)	of such events and matters affecting or relating to himself as are necessary for the purposes of compliance by the company with any of the provisions of section one hundred and thirty-four or one hundred and eighty-four (as in force immediately before the com- mencement of Part VI. of the Compan- ies Act Amendment Act, 1973) or Part VIB. or the Tenth Schedule that are applicable in relation to him; and
(d)	if he is a director of a public company or of a subsidiary of a public company of the date when he attained or will attain the age of seventy-two years.

Penalty: One thousand dollars. Default

penalty: Two hundred dollars.

No. 104.] Companies. [1973.

(2) A person required to give a notice under subsection (1) of this section shall give the notice

(a) in the case of a notice under paragraph (a) of that subsection, within fourteen days after-

(i)    the commencement of Part III. of the Companies Act Amendment Act, 1973;

(ii)    the date on which the director became a director; or

(iii)    the date on which the director acquired an interest in the shares, debentures, participatory interests, rights, options, or contracts,

whichever last occurs;

(b) in the case of a notice under paragraph (b) of that subsection, within fourteen days after the occurrence of the event giving rise to the change referred to in that paragraph; and

in the case of a notice under paragraph

(c) (d) of that subsection, within fourteen days after-

(i)    the commencement of Part III. of the Companies Act Amendment Act, 1973; or

(ii)    the date on which the director became a director,

whichever last occurs. Penalty: One thousand dollars. Default

penalty: Two hundred dollars.

(3) A company shall within seven days after

the receipt by it of a notice given under sub- section (1) of this section send a copy of the notice to each of the other directors of the company.

Penalty: One thousand dollars. Default

penalty: Two hundred dollars.

1973.] Companies. [No. 104.

(4) It is a defence to a prosecution for failing to comply with paragraph (a) or (b) of sub- section (1) of this section or with subsection (2) of this section if the defendant proves that his failure was due to his not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that

(a)	he was not so aware on the date of the information or summons;
(b)	he became so aware less than fourteen days before the date of the information or summons; or
(c)	he became so aware not less than fourteen days before the date of the information or summons and gave the notice under the relevant subsection within fourteen days after becoming so aware.

(5) For the purposes of subsection (4) of this section, a person shall in the absence of proof to the contrary be presumed to have been aware at a particular time of a fact or occurrence of which a servant or agent of the person, being a servant or agent having duties or acting in relation to his master's or principal's interest or interests in a share in or a debenture of or a participatory interest made available by the company concerned, was aware at that time.

(6) In this section a reference to a partici- patory interest is a reference to an interest within the meaning of section seventy-six.

(7) In determining, for the purposes of this section whether a person has an interest in a debenture or participatory interest, the pro- visions of section six A, except subsections (1) and (3) of that section, have effect and in applying those provisions a reference to a share shall be read as a reference to a debenture or participatory interest.

No. 104.] Companies. [1973.

(2) Nothing in section one hundred and twenty-six or one hundred and twenty-seven of the principal Act as amended by this Act requires a company to enter in its register or requires a director to give notice to the company of

(a)	matters that are shown in the register kept by the company in accordance with section one hundred and twenty-six of the principal Act as in force immediately before the commencement of this Part; or
(b)	matters referred to in subsection (5) of section one hundred and twenty-six of the principal Act as amended by this section that under subsection (2) of section one hundred and twenty-six of the principal Act as in force immediately before the commencement of this Part were not required to be shown in the register.

PART IV.-ACCOUNTS AND AUDIT.

S. 4 am.	10. Subsections (5) and (6) of section 4 of the principal Act are repealed.
S. 5 am.	11. Subsection (1) of section 5 of the principal Act is amended

(a) by substituting for the interpretation "books" the following interpretation

"books" includes any account, deed, writing, or document and any other record of information however compiled, recorded or stored whether in written or printed form or on microfilm or by electronic process or otherwise; ;

(b) by adding after the interpretation "branch register" the following interpretation

"calendar year" means a period of twelve months commencing on the first day of January; ;

1973.] Companies. [No. 104.

(c) by substituting for the interpretation "emoluments" the following interpreta- tion

"emoluments" includes fees, percentages and other payments made, and the money value of any consideration, allowances and perquisites given, directly or indirectly to a director of a company, in connection with the management of the affairs of the company or of any holding company or subsidiary of that company whether as a director or otherwise, but does not include amounts in payment or reimbursement of out-of- pocket expenses incurred for the benefit of the company; ; and

(d) by adding after the word "period", being the last word in the interpretation "profit and loss account" the passage "and, if the corporation concerned is engaged in the development or exploration of natural resources, also includes an operations account or any like account and a development account or any like account" .

12. Section 9 of the principal Act is amended 8.9 amended.

(a)	by repealing subsections (1), (2), (3), (4), (5) and (6); and
(b)	by adding after subsection (16) the follow- ing subsection

(17) A person who is or is for the time being exercising the powers and perform- ing the duties of the Auditor-General of the Commonwealth or of a State or Territory of the Commonwealth shall be deemed to be a registered company auditor for the purposes of this and any other Act. .

No. 104.] Companies. [1973.

8.74P.

amended. 13. Subsection (5) of section 74F of the princi-

pal Act is amended by substituting for the passage "subsections (4) to (13), both inclusive, of section one hundred and sixty-two and of subsections (1), (2) and (4) of section one hundred and sixty-seven" in lines two, three, four and five, the passage "section one hundred and sixty-two (other than subsections (5) and (6) ), subsections (1), (2) and (3) of section one hundred and sixty-two A, section one hundred and sixty-two C, subsections (1), (2), (3), (4), (5), (6), (8) and (9) of section one hundred and sixty-seven and one hundred and sixty-seven C (other than any provision which requires the laying of accounts or group accounts within the meaning of those sections before an annual general meeting)".

8. 131

amended. 14. Subsection (1) of section 131 of the principal Act is amended

(a)	by substituting for the words "the emolu- ments of the directors of the company or of a subsidiary" in lines eight and nine, the words "the emoluments and other benefits received by the directors of the company or of a subsidiary"; and
(b)	by substituting for the words "total emolu- ments paid to each of the directors of the company and to each director" in lines two, three and four of paragraph (c), the words "total amount of emoluments and other benefits paid to or received by each of the directors of the company and each direc- tor".

8. 138

amended. 15. Section 136 of the principal Act is

amended

(a) by repealing subsection (2) and substitut- ing the following subsections

(2) The Registrar may, on application

made by a company in accordance with

a resolution of the directors and signed

1973.] Companies. [No. 104.

by a director or secretary, subject to such

conditions as the Registrar thinks fit

(a)	extend the period of fifteen months or eighteen months referred to in subsection (1) of this section; or
(b)	permit an annual general meet- ing to be held in a calendar year other than the calendar year in which it would otherwise be required by subsection (1) of this section to be held.

A company is not in default in holding an annual general meeting under subsection (1) of this section if, in pursuance of an extension or permission under subsection (2) of this section, an annual general meeting is not held within the period or in the calendar year in which it would otherwise be required by subsection (1) of this section to be held, as the case may be, but is held within the extended period or in the calendar year in which under subsection (2) of this section it is permitted to be held.

(2a)

(2b) An application by a company for an extension of a period or for permission under subsection (2) of this section shall be made before the expiration of that period or of the calendar year in which the annual general meeting would other- wise be required by subsection (1) of this section to be held, as the case may be.

(2c) Where in a calendar year (other than the year of its incorporation or the following year) a company does not hold an annual general meeting, an annual general meeting of the company shall, for the purposes of calculating the period within which the next annual general meeting is, under subsection (1) of this

No. 104.] Companies. [1973.

section, required to be held, be deemed to have been held on the thirty-first day of December in that calendar year unless the Registrar otherwise directs or on such other date in that calendar year as the Registrar determines. ; and

(b) by adding after the words "annual general meeting" in lines one and two of subsection (4), the words "under this section or in complying with any conditions of the Registrar under subsection (2) of this section".

S.159A

added.	16. The principal Act is amended by adding after section 159 the following section-
Auditor's

statement. 159A (1) A company that is not required by this Act to lodge accounts with the Registrar shall include in or attach to its annual return under section one hundred and fifty-eight or one hundred and fifty-nine (as the case may be) a statement relating to the accounts of the company required to be laid before the company at its annual general meeting held on the date to which the return is made up or, if an annual general meeting is not held on that date the annual general meeting last preceding that date, signed by the auditor of the company

(a)	stating whether the company has in his opinion kept proper accounting records and other books during the period covered by those accounts;
(b)	stating whether the accounts have been audited in accordance with this Act; and
(c)	stating whether he referred in his report to any defect or irregularity in the accounts and if so giving particu- lars of those defects and irregularities.

1973.] Companies. [No. 104.

(2) This section does not apply to an exempt proprietary company that

(a)	is an unlimited company that in pursuance of section one hundred and sixty-five A; or
(b)	in pursuance of section one hundred and sixty-five B,

did not appoint an auditor to audit the accounts

referred to in subsection (1) of this section.

(3) If a company fails to comply with this section the company and every officer of the company who is in default shall be guilty of an offence against this Act.

Penalty: Two hundred dollars. Default

penalty. .

17. Divisions 1 and 2 of Part VI. of the principal lard.821°„r 1

Act are repealed and the following Divisions f Y!	aeapeeued and
substituted.
substituted—

Division 1.—Preliminary.

161. In this Part and the Ninth Schedule giotrtrpreta-

unless the contrary intention appears

"accounting records" in relation to a corporation includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up;

"accounts" means profit and loss accounts and balance-sheets and includes notes (other than auditors' reports or directors' reports) attached to or intended to be read with any of those profit and loss accounts or balance- sheets;

"current liability" in relation to accounts or group accounts, means a liability which would in the ordinary course of events be payable within twelve

No. 104.] Companies. [1973.

months after the end of the financial year to which the accounts or group accounts relate;

"group accounts" in relation to a holding company means

(a)

a set of consolidated accounts for the group of companies of that holding company;

(b)

two or more sets of consolidated accounts together covering that group;

(c)

separate accounts for each

corporation in that group; or

(d)

a combination of one or more sets of consolidated accounts and one or more separate accounts together covering that group;

"group of companies" in relation to a hold- ing company means the holding company and the corporations which are subsidiaries of the holding company;

"holding company" means a corporation which is the holding company, within the meaning of section six, of another corporation;

"non-current liability" means a liability that is not a current liability;

"the profit or loss" means

(a)	in relation to a corporation that is not a holding company—the profit or loss resulting from operations of that corporation;
(b)	in relation to a corporation that is a holding company of a group of companies for which group accounts are required—the profit or loss resulting from operations of that corporation;

1973.] Companies. [No. 104.

(c)	in relation to a corporation referred to in paragraph (b) of this interpretation and its sub- sidiaries—the profit or loss resulting from operations of the group of companies of which the corporation is the holding company; and
(d)	in relation to a corporation that is a holding company of a group of companies for which group accounts are not required— the profit or loss resulting from operations of that corporation.

Division 2.—Accounts.

Accounts to

161A. (1) A company shall be kept.

(a)	keep such accounting records as cor- rectly record and explain the trans- actions and financial position of the company;
(b)	keep its accounting records in such a manner as will enable true and fair accounts of the company to be prepared from time to time; and
(c)	keep its accounting records in such a manner as will enable the accounts of the company to be conveniently and properly audited in accordance with this Act.

(2) Subject to section seventy-three R of the Evidence Act, 1906, a company shall retain the accounting records kept under this section for a period of seven years after the completion of the transactions to which they relate.

(3) The company shall keep the accounting records at such place or places as its directors think flt.

No. 104.] Companies. [1973.

(4) If any accounting records of a company are kept at a place outside the State, the company shall keep at a place within the State determined by the directors such statements and records with respect to the matters dealt with in the records kept outside the State as will enable true and fair accounts and any documents required by this Act to be attached to the accounts to be prepared.

(5) The accounting records of the company and any statements and records referred to in subsection (4) of this section shall be kept in written or printed form in the English language or so as to enable the accounting records, statements and records to be readily accessible and readily convertible into written or printed form in the English language.

A company shall give to the Registrar notice in writing of the place in the State where any statements and records referred to in subsection (4) of this section are kept unless the statements and records are kept at the registered office of the company.

(6)

The Court may on application by a director of a company authorize a registered company auditor acting for the director to inspect the accounting records of the company and any statements and records referred to in subsection (4) of this section.

(7)

A company shall make its accounting records and any statements and records referred to in subsection (4) of this section available in written or printed form in the English language at all reasonable times for inspection without charge by the directors of the company and by other persons authorized or permitted by or under this Act to inspect the accounting records of the company.

(8)

Where a registered company auditor inspects the accounting records or the state- ments and records referred to in subsection (4) of this section in pursuance of an order of the

(9)

1973.] Companies. [No. 104.

Court under subsection (7) of this section, he shall not disclose to a person other than the director on whose application the order was made any information acquired by him in the course of his inspection.

Penalty: Two hundred dollars.

(10) If default is made in complying with a provision of this section other than subsection (9) of this section, the company, a director of the company who failed to take all reasonable steps to secure compliance by the company with the provision and every officer of the company who is in default shall be guilty of an offence.

Penalty: One thousand dollars or imprison- ment for six months.

Default penalty: Fifty dollars.

(11) In any proceedings against a person for failure to take all reasonable steps to secure compliance by a company with a provision of this section, it is a defence to prove that he had reasonable grounds to believe and did believe that a competent and reliable person was charged with the duty of seeing that that provision was complied with and was in a posi- tion to discharge that duty.

161B. (1) Subject to this section, the directors Financial

of a holding company that is not a foreign goo P

company shall take such steps as are necessary companies'

to ensure that

(a)	within twelve months after a corpora- tion becomes a subsidiary of the holding company, the financial year of that corporation coincides with the financial year of the holding company; and
(b)	the financial year of each of its other subsidiaries coincides with the financial year of the holding company.

No. 104.] Companies. [1973.

Where the financial year of a holding company that is not a foreign company and the financial year of each of its subsidiaries coincide, the directors of the holding company shall at air times take such steps as are necessary to ensure that, except with the consent of the Registrar, the financial year of the holding company or any of its subsidiaries is not altered in such a way that all of those financial years no longer coincide.

(2)

(3) Where the directors of a holding company that is not a foreign company are of the opinion that there is good reason why the financial year of any of its subsidiaries should not coincide with the financial year of the holding company, they may apply in writing to the Registrar for an order authorizing the subsidiary to continue to have or to adopt (as the case requires) a financial year that does not coincide with that of the holding company.

(4) The application shall be supported by a statement in writing made in accordance with a resolution of the directors of the holding company and signed by not less than two directors and stating the reasons for seeking the order.

(5) The Registrar may require the directors making the application to supply such informa- tion relating to the operations of the holding company, and of any related corporation, as the Registrar thinks necessary for the purpose of determining the application.

(6) The Registrar may request a registered company auditor to investigate and report to him on the application.

The costs of an investigation and report under subsection (6) of this section are payable by the holding company of which the applicants are directors.

(7)

1973.] Companies. [No. 104.

The Registrar may make an order grant- ing or refusing the application or granting the application subject to such limitations terms or conditions as he thinks fit, and shall serve a copy of the order on the holding company.

(8)

Where the applicants are aggrieved by an order made by the Registrar, the applicants may, within two months after the service of the order upon the holding company, appeal against the order to the Board.

(9)

(10) The Board shall determine the appeal and, in determining the appeal, may make any order that the Registrar had power to make on the original application and may exercise any of the powers that the Registrar might have exercised in relation to the original application.

(11) Where the directors of a holding com- pany have applied to the Registrar for an order under this section, subsection (1) of this section shall be deemed not to apply to or in relation to the subsidiary to which the application relates until the determination of the applica- tion and of any appeal arising out of the application.

(12) Where an order is made authorizing a subsidiary to have or to adopt a financial year that does not coincide with that of its holding company, compliance with the terms of the order of the Registrar, or where there has been an appeal, compliance with the terms of any order made on the determination of the appeal, shall be deemed to be compliance with the pro- visions of subsection (1) of this section in relation to the subsidiary.

(13) Where an application for an order by the Registrar under this section has been refused and there is no appeal, or where there has been an appeal and the appeal has been dismissed, the time within which the directors of the holding company are required to comply with the provisions of subsection (1) of this

No. 104.] Companies. [1973.

section in relation to the subsidiary shall be deemed to be the period of twelve months after the date upon which the order of the Registrar is served on the holding company, or where there has been an appeal the period of twelve months after the determination of the appeal.

(14) Where the directors of a holding company have applied to the Registrar for an order under this section, and the application has been refused and the appeal (if any) arising out of the refusal has been dismissed, the directors of the holding company shall not be entitled to make an application under this section with respect to the subsidiary within three years after the refusal of the first- mentioned application or, where there was an appeal, after the dismissal of the appeal, unless the Registrar is satisfied that there has been a substantial change in the relevant facts or circumstances since the refusal of the former application or the determination of the appeal, as the case may be.

Profit and

loss account,	162. (1) The directors of a company shall cause to be made out and laid before the com- pany at each annual general meeting a profit and loss account for the period since the date to which the last preceding profit and loss account so laid was made up (or, in the case of the first profit and loss account, since the date of the incorporation of the company) made up for a period ending on a date not earlier than six months before the date of the meeting, giving a true and fair view of the profit or loss of the company for that period.
and group
accounts.
(2) Notwithstanding the provisions of sub- section (1) of this section, the Registrar may, on application made in accordance with a resole- tion of the directors, and signed on behalf of the company by a director or secretary, allow, subject to such conditions as the Registrar thinks fit, a profit and loss account to be made up to a date earlier than six months before the date of the annual general meeting before which it is to be laid.

balance sheet

1973.] Companies. [No. 104.

(3) The directors of a company shall cause to be made out and laid before the company at each annual general meeting a balance-sheet as at the end of the financial year, giving a true and fair view of the state of affairs of the com- pany as at the end of the financial year.

(4) Where, at the end of its financial year, a company is a holding company, the directors of the company shall, subject to subsection (5) of this section, also cause to be made out and laid before the company at its annual general meeting, group accounts dealing with

(a)	the profit or loss of the company and its subsidiaries for their respective last financial years; and
(b)	the state of affairs of the company and its subsidiaries as at the end of their respective last financial years,

and giving a true and fair view of the profit or loss and state of affairs so far as they concern members of the holding company.

(5) Group accounts are not required to be made out and laid before a company in accord- ance with subsection (4) of this section where the company is, at the end of its financial year, a wholly-owned subsidiary of another corpora- tion incorporated in any State or Territory of the Commonwealth.

(6) For the purposes of subsection (5) of this section, a company is a wholly-owned subsidiary of another corporation if none of the members of the company is a person other than

(a)	that other corporation;
(b)	a nominee of that other corporation;
(c)	a subsidiary of that other corporation being a subsidiary none of the members of which is a person other than that other corporation or a nominee of that other corporation; or
(d)	a nominee of such a subsidiary.

No. 104.] Companies. [1973.

(7) The directors shall (before the profit and loss account and balance-sheet referred to in subsections (1) and (3) of this section are made out) take reasonable steps

(a) to ascertain what action has been taken in relation to the writing off of bad debts and the making of provisions for doubtful debts and to cause all known bad debts to be written off and adequate provision to be made for doubtful debts;

(b) to ascertain whether any current assets (other than current assets to which paragraph (a) of this subsection applies) are unlikely to realise in the ordinary course of business their value as shown in the accounting records of the company and, if so, to cause

(i)    those assets to be written down to an amount which they might be expected so to realise; or

(ii)    adequate provision to be made for the difference between the the amount of the value as so shown and the amount that they might be expected so to realise; and

to ascertain whether any non-current

(c) asset is shown in the books of the com- pany at an amount which, having regard to its value to the company as a going concern, exceeds the amount which it would have been reasonable for the company to spend to acquire that asset as at the end of the financial year and (unless adequate provision for

writing down that asset is made) to

cause to be included in the accounts such information and explanations as will prevent the accounts from being misleading by reason of the overstate- ment of the amount of that asset.

1973.] Companies. [No. 104.

Not less than fourteen days before each annual general meeting of a company, the accounts of the company and, if it is a holding company for which group accounts are required, the group accounts shall, except in the case of a company that in pursuance of section one hundred and sixty-five A or one hundred and sixty-five B did not appoint an auditor to audit those accounts, be audited as required by this Part and the auditor's report required by section one hundred and sixty-seven shall be attached to or endorsed upon the accounts and group accounts.

(8)

(9) Without affecting the generality of the preceding provisions of this section, the accounts of a company and, if it is a holding company for which group accounts are required, the group accounts shall comply with such of the requirements of the Ninth Schedule as are applicable to them, but where accounts or group accounts prepared in accordance with those requirements would not otherwise give a true and fair view of the matters required by this section to be dealt with in the accounts or group accounts, the directors of the company shall add such information and explanations as will give a trice and fair view of those matters.

(10) There shall be attached to any accounts to be laid before a company at its annual general meeting, before the auditor reports on the accounts under this Part, a statement made in accordance with a resolution of the directors and signed by not less than two directors stat- ing whether in the opinion of the directors

(a)	the profit and loss account is drawn up so as to give a true and fair view of the profit or loss of the company for the financial year; and
(b)	the balance-sheet is drawn up so as to give a true and fair view of the state of affairs of the company as at the end of the financial year.

No. 104.] Companies. [1973.

(11) There shall be attached to group accounts of a holding company to be laid before the company at its annual general meeting, before the auditor reports on the group accounts under this Part, a statement made in accord- ance with a resolution of the directors of the company and signed by not less than two directors stating whether in the opinion of the directors the group accounts are drawn up so as to give a true and fair view of

(a)	the profit or loss of the company and its subsidiaries for their respective last financial years; and
(b)	the state of affairs of the company and its subsidiaries as at the end of their respective last financial years,

so far as they concern members of the holding

company.

(12) The directors of a company shall cause to be attached to any accounts of the company and, if it is a holding company, group accounts to be laid before the company at its annual general meeting before the auditor reports on the accounts or group accounts under this Part, a statement signed by the principal accounting officer of the company or other person in charge of the preparation of the company's accounts or of the group accounts, stating whether to the best of his knowledge and belief the accounts or group accounts as the case may be give a true and fair view of the matters required by this section to be dealt with in the accounts or group accounts as the case may be.

Directors'

rePorta. 162A. (1) The directors of a company (other than a holding company for which group accounts are required) shall cause to be attached to every balance-sheet made out under subsection (3) of section one hundred and sixty- two a report made in accordance with a reso- lution of the directors and signed by not less

1973.] Companies. [No. 104.

than two of the directors with respect to the profit or loss of the company for the financial year and the state of the company's affairs as at the end of the financial year, stating

(a)	the names of the directors in office at the date of the report;
(b)	the principal activities of the company in the course of the financial year and any significant change in the nature of those activities during that period;
(c)	the net amount of the profit or loss of the company for the financial year after provision for income tax;
(d)	the amounts and particulars of any material transfers to or from reserves or provisions during the financial year;
(e)	where, during the financial year, the company has issued any shares or debentures—the purposes of the issue, the classes of shares or debentures issued, the number of shares of each class and the amount, term and rate of debentures of each class, and the terms of issue of each class of the shares;
(f)	the amount, if any, which the directors recommend should be paid by way of dividend, and any amounts which have been paid or declared by way of divi- dend since the end of the previous financial year, indicating which of those amounts (if any) have been shown in a previous report under this subsection or subsection (2) of this section, or under a corresponding previous enactment;
(g)	whether the directors (before the profit and loss account and balance-sheet were made out) took reasonable steps to ascertain what action had been taken in relation to the writing off of bad debts and the making of provisions

No. 104.] Companies. [1973.

for doubtful debts, and to cause all known bad debts to be written off and adequate provision to be made for doubtful debts;

(h) whether at the date of the report the directors are aware of any circum- stances which would render the amount written off for bad debts or the amount of the provision for doubtful debts inadequate to any substantial extent (and, if so, giving particulars of the circumstances);

whether the directors (before the profit

(i)  and loss account and balance-sheet were made out) took reasonable steps to ascertain whether any current assets (other than current assets to which paragraph (g) of this subsection applies) were unlikely to realize in the ordinary course of business their value as shown in the accounting records of the company and, if so, to cause-

(i)    those assets to be written down to an amount which they might be expected so to realize; or

(ii)   adequate provision to be made for the difference between the amount of the value as so shown and the amount that they might be expected so to realize;

(j) whether at the date of the report the directors are aware of any circum- stances which would render the values attributed to current assets in the accounts misleading (and, if so, giving particulars of the circumstances);

(k) whether there exists at the date of the report-

(i) any charge on the assets of the company which has arisen since the end of the financial year and secures the liabilities of any

1973.] Companies. [No. 104.

other person (and, if so, giving particulars of any such charge and, so far as practicable, of the amount secured); and

(ii) any contingent liability which has arisen since the end of the financial year (and, if so, stating the general nature thereof and, so far as practicable, the maximum amount, or an estimate of the maximum amount, for which the company could become liable in respect thereof);

(1) whether any contingent or other liability has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may affect the ability of the company to meet its obligations when they fall due (and, if so, giving particulars of any such liability);

(m)	whether at the date of the report the directors are aware of any circumstances not otherwise dealt with in the report or accounts which would render any amount stated in the accounts misleading (and, if so, giving particulars of the circumstances);
(n)	whether the results of the company's operations during the financial year were, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature (and, if so, giving particulars of that item, transaction or event and the amount or the effect thereof, if known or reasonably ascertainable); and

No. 104.] Companies. [1973.

(o) whether there has arisen in the interval between the end of the financial year and the date of the report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the company's operations for the next succeeding financial year (and, if so, giving particulars of the item, transaction or event).

(2) The directors of a holding company shall cause to be attached to all group accounts made out under subsection (4) of section one hundred and sixty-two a report made, in accordance with a resolution of the directors, and signed by not less than two of them with respect to the profit or loss and the state of affairs of the group of companies of the holding company as at the end of the financial year of the holding company, stating

(a)	the names of the directors of the holding company in office at the date of the report;
(b)	the principal activities of the corporations in the group in the course of the financial year and any significant change in the nature of those activities during that period;
(c)	the net amount of the consolidated profit or loss of the group for the financial year after provision for income tax, showing separately the extent to which each corporation in the group contributed to that consolidated profit or loss, and after deducting from that consolidated profit or loss any amounts which should properly be attributed to any person other than a corporation in the group;

1973.] Companies. [No. 104.

(d)	the names of any subsidiaries acquired or disposed of during the financial year, the consideration for each such acquisition or disposal and the amount in each case of the net tangible assets of the subsidiary acquired or disposed of and, in the case of a subsidiary not being a wholly-owned subsidiary the extent of the holding company's inter- est therein;
(e)	the amounts and particulars of any material transfers to or from reserves or provisions of any corporation in the group during the financial year;
(f)	where, during the financial year, any corporation in the group has issued any shares or debentures—the purposes of the issue, the classes of shares or debentures issued, the number of shares of each class and the amount, term and rate of debentures of each class, and the terms of issue of each class of the shares;
(g)	the amount, if any, which the directors of the holding company recommend should be paid by way of dividend, and any amounts which have been paid or declared by way of dividend since the end of the previous financial year of the holding company, indicating which of those amounts (if any) have been shown in a previous report under this subsection or subsection (1) of this section, or under a corresponding previous enactment;
(h)	the amount, if any, of dividends paid to or declared in favour of the holding company by each of the subsidiaries since the end of the previous financial year and up to the date of the report except so far as any such dividends are shown in the group accounts in accordance with the Ninth Schedule;

No. 104.] Companies. [1973.

(i)    whether, so far as debts owing to the holding company are concerned, the directors of the holding company (be- fore the profit and loss account and balance-sheet were made out) took reasonable steps to ascertain what action had been taken in relation to the writing off of bad debts and the making of provisions for doubtful debts, and to cause all known bad debts to be written off and adequate pro- vision to be made for doubtful debts;

(j)

whether at the date of the report the directors of the holding company are aware of any circumstances which would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the group of companies inadequate to any substantial extent (and, if so, giving particulars of the circumstances);

(k)

whether the directors of the holding company (before the profit and loss account and balance-sheet were made out) took reasonable steps to ascertain whether any current assets of the holding company (other than current assets to which paragraph (i) of this subsection applies) were unlikely to realize in the ordinary course of business their value as shown in the accounting records of the company, and if so, to cause-

(i)    those assets to be written down to an amount which they might be expected so to realize; or

(ii)    adequate provision to be made for the difference between the amount of the value as so shown and the amount that they might be expected so to realize;

1973.] Companies. [No. 104.

(1) whether at the date of the report the directors of the holding company are aware of any circumstances which would render the values attributed to current assets in the group accounts misleading (and, if so, giving particu- lars of the circumstances);

(m) whether there exists at the date of the report-

(i)    any charge on the assets of any corporation in the group which has arisen since the end of the financial year and secures the liabilities of any other person (and, if so, giving particulars of any such charge and, so far as practicable, of the amount se- cured); and

(ii)   any contingent liability of any corporation in the group which has arisen since the end of that financial year (and, if so, stat- ing the general nature thereof and, so far as practicable, the maximum amount, or an esti- mate of the maximum amount, for which the corporation could become liable in respect there- of);

(n) whether any contingent or other liability of any corporation in the group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year, which, in the opinion of the directors of the holding company, will or may affect the ability of the corporation to meet its obligations as and when they fall due (and, if so, giving particulars of any such liability);

No. 104.] Companies. [1973.

(o)	whether, at the date of the report, the directors of the holding company are aware of any circumstances, not other- wise dealt with in the report or group accounts, which would render any amount stated in the group accounts misleading (and, if so, giving particu- lars of the circumstances);
(p)	whether the results of the operations of the group or of a corporation in the group during the financial year were, in the opinion of the directors of the holding company, substantially affected by any item, transaction or event of a material and unusual nature (and, if so, giving particulars of that item, transaction or event and the amount or the effect thereof, if known or reasonably ascertainable); and
(q)	whether there has arisen in the interval between the end of the financial year and the date of the report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the holding company, to affect substantially the results of the operations of any corporation in the group for the next succeeding financial year (and, if so, giving particulars of the item, transaction or event).

(3) In subsections (1) and (2) of this section, the expression "any item, transaction or event of a material and unusual nature" includes but is not limited to

(a) any change in accounting principles adopted since the last report;

(b) any material change in the method of valuation of the whole or any part of the trading stock;

1973.] Companies. [No. 104.

(c)	any material item appearing in the accounts or group accounts for the first time or not usually included in the accounts or group accounts; and
(d)	any absence from the accounts or group accounts of any material item usually included in the accounts or group accounts.

(4) The provisions of

(a)	paragraphs (a), (b), (d), (i) and (m) of subsection (1) of this section; and
(b)	paragraphs (a), (b), (e), (k) and (1) of subsection (2) of this section,

do not apply to or in relation to an exempt

proprietary company.

(5) Where, at the end of its financial year, a company is the subsidiary of another corpor- ation, the directors of the company shall state in, or in a note on or statement annexed to, the company's accounts laid before the company at its annual general meeting, the name of the corporation that they believe to be the com- pany's ultimate holding company and, if known to them, the country in which that holding company is incorporated.

(6) Where a company other than a holding company for which group accounts are required has at any time granted to a person an option to have issued to him shares of the company, the directors shall state in the report made under this section

(a) in the case of an option so granted during the financial year or since the end thereof-

(i) the name of the person to whom the option was granted, or where it was granted generally to all the holders of shares or debentures or of a class of shares

The person to whom the bond is assigned under subsection (2) of this section, his executors or administrators, shall upon the assignment be entitled to sue upon the bond in his or their own name or names as if the bond had in the first instance been given to him or them and shall be entitled to receive thereon as trustee for all persons interested the full amount recoverable in respect of any breach of the condition of the bond.

(3)

Appointment

231A. (1) On an order being made for the winding up of a company the Court may appoint

of official

liquidator,

etc.

ss. 237,

an official liquidator to be liquidator of the

238.

N.S.W. ss.

company.

220, 221.

Vic. s. 167.

Qld. ss. 185,

(2) The Court may appoint an official liquidator provisionally at any time after the

S.A. s. 206.

188.

W.A. s. 196.

Tas. s. 172.

presentation of a winding up petition and before the making of a winding up order or, where there is an appeal against a winding up order, before a decision in the appeal is made and the provisional liquidator shall have and may exercise such functions and powers as may be prescribed by the rules or as the Court may specify in the order appointing him. .

Section 234

93. Subsection (2) of section 234 of the principal Act is repealed and re-enacted as follows amended.

(2) Except to the extent that the Court

otherwise directs, the statement shall be sub-

mitted by and verified by statutory declaration

No. 104.] Companies. [1973.

of such one or more persons belonging to one or more of the following classes as the liquidator requires

(a)	persons who were at the date of the winding up order the directors and secretary of the company;
(b)	persons who are or who have been officers of the company;
(c)	persons who have taken part in the formation of the company at any time within one year before the date of the winding up order;
(d)	persons who are in the employment of the company, or have been in the employment of the company within that year, and are in the opinion of the liquidator capable of giving the infor- mation required;
(e)	persons who are or have been within that year officers of or in the employ- ment of a corporation which is, or within that year was, an officer of the company to which the statement relates. .

Section 299

amended. 94.

Subsection (6) of section 249 of the principal Act is amended by adding after the word "expenses" in line three, the words "fails or".

Section 254

amended.	95. Subsection (2) of section 254 of the principal Act is amended by substituting for the word "ten" in line one of paragraph (b), the word "fourteen".
Section 259
amended.	96. Subsection (4) of section 259 of the principal Act is amended

(a) by substituting for the words "The person so appointed" in line one, the passage "The liquidator or if another person is appointed by the creditors to be liquidator, the person so appointed" ; and

1973.] Companies. [No. 104.

(b) by adding after the word "subsection" in line six, the words "the liquidator or".

97. Subsection (1) of section 269 of the principal 21thdeg69

Act is amended

(a)	by deleting the word "or" appearing immediately after paragraph (d); and
(b)	by deleting paragraph (e) and substituting the following paragraphs

(e) exercise the power of the Court of fixing a time within which debts and claims must be proved; or

(1)  summon a general meeting of the company for the purpose of obtaining the sanction of the company by special resolution in respect of any matter or for any other purpose he thinks fit. .

98. (1) The principal Act is amended by adding gaateig.n 277A

after section 277 a section as follows-

Disqualifica-

277A. (1) Subject to this section, a person shall not, except with the leave of the Court,

tion of

liquidators.

consent to be appointed, and shall not act, as

liquidator of a company

(a) if he is not a registered liquidator or a corporation authorized by an Act to act as a liquidator;

03) if he is indebted to the company or to a related corporation in an amount exceeding one thousand dollars; or

(c) if he is-

(i)    an officer of the company;

(ii)

a partner, employer or employee

of an officer of the company; or

(iii)  a partner or employee of an employee of an officer of the company.

Penalty: Two hundred dollars. Default

penalty.

No. 104.] Companies. [1973.

(2) Paragraph (a) of subsection (1) of this section does not apply to a members' voluntary winding up of an exempt proprietary company and paragraph (c) of subsection (1) of this section does not apply

(a) to a members' voluntary winding up;

Or

(b) to a creditors' voluntary winding up if, by a resolution carried by a majority of the creditors in number and value present in person or by proxy and voting at a meeting of which seven days' notice has been given to every creditor stating the object of the meeting, it is determined that that paragraph shall not so apply.

(3) For the purposes of subsection (1) of this section, a person shall be deemed to be an officer of a company if he is an officer of a related corporation or has, at any time within the preceding period of twenty-four months, been an officer or promoter of the company or of a related corporation.

(4) A person shall not consent to be appointed, and shall not act, as liquidator of a company if he is an undischarged bankrupt or a person who has made an arrangement or composition with his creditors generally and has not been released from his indebtedness.

Penalty: Two hundred dollars. Default

penalty.

(5) A person shall not be appointed as liquidator of a company unless he has prior to his appointment consented in writing to act as liquidator of the company. .

Transitional

provisions. (2) Where a person was, immediately before the commencement of this section, acting as liquidator of a company, subsection (4) of this section does not apply to that person in relation to his acting as liquidator of that company.

1973.] Companies. [No. 104.

(3) Notwithstanding anything in the preceding provisions of this section a person acting as liquidator of a company immediately before the date of commencement of this section may continue to act as liquidator of the company after that date as if this section had not been enacted.

99. Subsection (1) of section 281 of the principal =.1%,1.81

Act is amended by deleting the words "in triplicate" in lines six and seven.

100. Section 291 of the principal Act is amended R=01

by adding after subsection (2) the following

subsection

(3) Where the winding up of an insolvent company commences after the commencement of section one hundred and one of the Companies Act Amendment Act, 1973, the amount of a debt of the company (including a debt that is for or includes interest) is to be computed for the purposes of the winding up

(a)	where the winding up is a winding up under an order of the Court of a company that has not previously commenced to be wound up voluntarily —as at the date of the order for winding up; or
(b)	in any other case—as at the date of the commencement of the winding up. .

101. Section 292 of the principal Act is 2,„1,1,22

amended

(a)	by substituting for the words "six hundred dollars" in lines eight and nine of paragraph (b) of subsection (1), the words "one thousand five hundred dollars";
(b)	by substituting for the words "within a period of four months before the commence- ment of the winding up" in lines eleven,

No. 104.] Companies. [1973.

twelve and thirteen of paragraph (b) of subsection (1), the words "before the relevant date";

(c) by deleting paragraph (c) of subsection (1) and substituting the following paragraph

(c) fifthly, all amounts due in respect of workers' compensation under any law relating to workers' compen- sation accrued before the relevant date; ;

(d) by deleting paragraph (d) of subsection (1) and substituting the following paragraph

(d) sixthly, all amounts due on or before the relevant date to or in respect of an employee of the company (whether remunerated by way of salary, wages, commission or other- wise) by virtue of

(a) a contract of employment; or

(b) a law of the Commonwealth or of a State or of a Territory of the Commonwealth,

relating to long service leave, extended leave, annual leave, recreation leave or sick leave; ;

(e)	by deleting the word "and" appearing at the end of paragraph (d);
(f)	by substituting for the words "the date of

the commencement of the winding up"

occurring in lines three and four, and again in lines eight and nine, of paragraph (e) of subsection (1), the words "the relevant date", in both cases;

(g) by substituting for the passage "mining." in the last line of paragraph (e) of sub- section (1), the passage "mining; and" ;

1973.] Companies. [No. 104.

(h) by adding at the end of subsection (1) the following paragraph

(f) eighthly, an amount that, pursuant to an order under section one hundred and seventy-nine, the company was at the relevant date under an obligation to pay. ;

(i)    by substituting for the passage "The debts in each class specified in subsection (1) of this section" in lines one and two of sub- section (2), the passage "After provision is made for the costs and expenses referred to in paragraph (a) of subsection (1) of this section, the debts of a class referred to in the remaining paragraphs of that subsection";

(j)	by substituting for the words "to any employee of" in lines one and two of subsection (3), the word "by";
(k)	by substituting for the words "wages salary annual leave or long service leave out of money advanced by a person" in lines two, three and four of subsection (3), the following passage

wages or salary or by virtue of

(a)	a contract of employment; or
(b)	a law of the commonwealth or of a State or of a Territory of the Commonwealth,

relating to long service leave, extended leave, annual leave, recreation leave or sick leave and the payment was made out of money advanced by a person. ;

(I) by substituting for the words "the employee would" occurring in line eight, and again in line twelve, of subsection (3), the words "the person who received the payment would", in both cases; and

No. 104.] Companies. [1973.

(m) by adding after subsection (9) the following subsection

(10) In this section

(a) "floating charge" includes a charge conferring a floating security at the time of its creation which has become a fixed or specific charge; and

(b) "relevant date" means-

(i)    in the case of a company ordered to be wound up by the Court which has not previously commenced to be wound up voluntarily— the date of the winding up order; and

(ii)    in any other case — the date of the commence- ment of the winding up. .

Section 293

Subsection (1) of section 293 of the prin- cipal Act is amended by substituting for the passage "transfer, mortgage" in line one, the passage "con- veyance, transfer, charge" .

amended. 102.

Section 295

Subsection (4) of section 295 of the prin- cipal Act is amended by adding after the word "shares", being the last word in the subsection, the words "in the company".

amended. 103.

Section 306

amended. 104. Section 306 of the principal Act is

amended

(a)	by deleting the words "either himself to prosecute the offender or" in lines eight and nine of subsection (1);
(b)	by adding after the word "offender", being the last word in subsection (4), the words "and for that purpose the Minister shall

1973.] Companies. [No. 104.

be deemed to have given his written con- sent to the proceedings being taken by the liquidator" ; and

(c) by repealing subsections (6), (7) and (8) and substituting the following sub- sections

(6) If, where any matter is reported or referred to the Minister or Registrar under this section, he is of the opinion that an offence may have been committed and that the case is one in which a prosecution ought to be instituted, the Minister or Registrar may institute a prosecution accordingly.

(6a) Where the Minister or Registrar has formed the opinion referred to in subsection (6) of this section he may, by notice in writing given before or after the institution of a prosecution in accordance with that subsection, require an officer of the company to which the matter reported or referred to the Minister or Registrar relates (not being an officer who is or, in the opinion of the Minister or Registrar is likely to be a defendant in the proceedings) to give all assistance in connection with the prosecution or proposed prosecution that he is reason- ably able to give.

(7) For the purposes of subsection (6a) of this section, "officer" in relation to a company means an officer as defined in subsection (1) of section five and includes

(a)	a person who has at any time been an officer as so defined; and
(b)	a person who acts, or has at any time acted as, banker, solicitor, auditor or in any other capacity for the company.

No. 104.] Companies. [1973.

(8) Where a person to whom a notice has been given under subsection (6a) of this section fails to comply with a requirement specified in the notice the Court may, on the application of the Minister or Registrar direct that person to comply with the requirement

(8a) Where an application is made under subsection (8) of this section with respect to a liquidator the Court may, unless it appears that the failure to comply was due to the liquidator not having in his hands sufficient assets of the company to enable him so to do, direct that the costs of the application shall be borne by the liquidator person- ally. .

Section 331

amended. 105. Section 331 of the principal Act is

amended

(a)	by adding after the section number "331." the subsection designation "(1)"; and
(b)	by adding at the end thereof the following subsection

(2) In subsection (1) of this section, "no-liability company" includes a com- pany that having been incorporated as a no-liability company changes its status under section twenty-five. .

Section 332

amended. 106. Section 332 of the principal Act is

amended

(a)	by adding after the section number "332." the subsection designation "(1)"; and
(b)	by adding at the end thereof a subsection as follows

(2) In subsection (1) of this section,

"no-liability company" includes a

1973.] Companies. [No. 104.

company that having been incorporated as a no-liability company changes its status under section twenty-five. .

cipal Act is amended by deleting paragraph (a) and 107. Subsection (5) of section 348 of the prin- =ow

substituting the following paragraph

(a) which is an unlimited private company under the law of the United Kingdom relating to companies and is exempt under that law from lodging accounts with the Registrar of Companies holding office under that law; .

108. Subsection (1) of section 350 of the prin- g Ldnear Le:

cipal Act is amended by adding after the passage "publications;" in the last line of paragraph (b), the word "and".

109. The divisional heading preceding section ygergd.

362 of the principal Act is amended by substituting

for the words "Enforcement of Act" the word

"Proceedings".

110. Section 362 of the principal Act is Section 362

amended— amend"'

(a)	by adding after the section number "362." the subsection designation "(1)"; and
(b)	by adding at the end thereof the following subsections

(2) The situation of the registered

office of a company shall be deemed to be the address notified under subsection (1) of section one hundred and twelve or, where notice of change of address has been given under subsection (la) of that section, the address specified in that

No. 104.] Companies. [1973.

notice from the date specified in that notice as the date on which the change of address occurs.

(3) Where a liquidator of a company has been appointed, a document may be served on the company by leaving it at or sending it by post to the last address of the office of the liquidator notice of which has been lodged with the Registrar. .

Section 364

repealed and 111. Section 364 of the principal Act is repealed

re-enacted.	and re-enacted as follows-
Disposal of

shares of	364. (1) Where a person has been shown in member of the company for a period of not less than ten years and the company has for a period of not less than ten years
shareholder
whose	the register of members of a company as a (a) had reasonable grounds for believing that that person had not during that last-mentioned period resided at the address shown in the register as his address; and
whereabouts
are unknown.

(b) had, on each occasion during that last-mentioned period when, whether or not in accordance with a provision of this Act, it sought to communicate with that person, been unable after the exercise of reasonable diligence so to do,

the company may cause an advertisement to be published in a daily newspaper circulating in the place shown in the register of members as the address of the shareholder stating that the company intends after the expiration of one month from the date of the advertisement to apply to the Registrar for permission to transfer to the Registrar the shares held by the shareholder in the company and any rights to subscribe for shares held in right of those shares.

1973.] Companies. [No. 104.

(2) If after the expiration of one month from the date of the advertisement, the whereabouts of the shareholder remain unknown, the company may apply to the Registrar for permission to transfer to the Registrar the shares held by the shareholder in the company and any rights to subscribe for shares held in right of those shares.

(3) The application shall be accompanied by a statutory declaration by a director or secretary or manager of the company in the prescribed form and a copy of the advertisement referred to in subsection (1) of this section.

(4) Where the Registrar grants permission for the shares and rights (if any) to be transferred, the company may transfer the shares and rights (if any) to the Registrar and for that purpose may execute for and on behalf of the shareholder a transfer of the shares and rights (if any) to the Registrar.

The Registrar shall sell or dispose of any shares or rights transferred to him under sub- section (4) of this section or any shares or other property received by him in exchange for any shares or rights so transferred in such manner and at such time as he thinks fit and shall transmit the proceeds of sale to the Treasurer who shall deal with them as if they were moneys paid to him under the provisions of the Un- claimed Moneys Act, 1912.

(5)

(6) Neither the Treasurer nor the Registrar shall be liable for any loss, or damage suffered by any person arising out of the transfer, sale or disposal of any shares, rights or other property under this section or a corresponding previous enactment.

(7) Neither the Treasurer nor the Registrar shall be subject to any obligation

(a) to pay any call;

(b) to make any contribution to the debts and liabilities of the company; or

No. 104.] Companies. [1973.

(c) to discharge any other liability,

in respect of any shares transferred to him under this section, whether the obligation arises before or after the date of the transfer, and shall not be liable to be sued for any calls or contribution or other liability, but this sub- section does not affect the right of a company to forfeit any share upon which any call or contribution remains unpaid or any liability undischarged.

(8) A reference in this section to a period of not less than ten years is a reference to a period that commenced before or after the commence- ment of section one hundred and twelve of the Companies Act Amendment Act, 1973. .

Section 374

amended. 112. Subsection (4) of section 374 of the principal Act is amended by deleting paragraph (a) and substituting the following paragraph

(a) where the shares to which the offer relates are shares of a class which are quoted on a prescribed Stock Exchange in a State or Territory of the Commonwealth and the offer so states, specifying the Stock Exchange; .

Section 374A

amended.	113. Subsection (1) of section 374A of the principal Act is amended by adding after the word "ficticious" in lines five and six of paragraph (g), the passage "transactions," .
Section 374H
added.	114. The principal Act is amended by adding after section 374G the following section-
Court may

disqualify	37411. (1) Unless cause to the contrary is
person from

acting as	shown the Court may, on an application by the
director, etc.,
in certain	Registrar and on being satisfied as to the
circum-
stances.	matters referred to in subsection (2) of this section, make an order prohibiting a person

1973.] Companies. [No. 104.

specified in the order from acting as a director of or from being concerned in the management of a company during such period not exceeding five years after the date of the order as is specified in the order.

(2) The Court shall not make an order under subsection (1) of this section unless it is satisfied

(a)	that the person to whom the application for an order relates was given notice of the application;
(b)	that within the period of seven years before notice of the application was given to the person referred to in paragraph (a) of this subsection whether that period commenced before or after the commencement of section one hundred and fifteen of the Companies Act Amendment Act, 1973, that person was a director of or was concerned in the management of two or more companies to which this section applies; and
(c)	that in the case of each company referred to in paragraph (b) of this subsection the manner in which the affairs of the company had been managed was wholly or partly respons- ible for the company being wound up, under official management, ceasing to carry on business, being unable to satisfy a levy of execution, being subject to the appointment of a receiver or manager or entering into a compromise or scheme of arrangement with its creditors.

(3) A person shall not contravene or fail to comply with an order under this section that is applicable to him.

Penalty: One thousand dollars or imprison- ment for six months.

No. 104.] Companies. [1973.

Subsection (3) of this section does not

affect the powers of the Court in relation to the

punishment of contempts of the Court.

(4)

(5) In this section "company to which this section applies" means a company

(a)	that has been wound up or is in the course of being wound up because of the inability to pay its debts as and when they became due;
(b)	that has been or is under official management;
(c)	that has ceased to carry on business because it was unable to pay its debts as and when they became due;
(d)	in respect of which a levy of execution was not satisfied;
(e)	in respect of the property of which a receiver or manager has been appointed whether by the Court or pursuant to the powers contained in an instrument;

Or

(f) that has entered into a compromise or scheme of arrangement with its creditors. .

Section 378s

added. 115. The principal Act is amended by adding

after section 378 a section as follows-

Reciprocity

in relation

378A. (1) If, in the State, a person does an act, or omits to do an act, and that person would, if he had done that act, or had omitted to do that act, in another State or in a Territory of the Commonwealth, have been guilty of an offence against the law of that State or Territory that corresponds to this Act, that person is guilty of an offence against this Act punishable as the first-mentioned offence is punishable.

to offences.

1973.] Companies. [No. 104.

(2) Where an act or omission constitutes an offence both under this Act and under the law of another State or of a Territory of the Commonwealth and the offender has been punished for the offence under that law, he is not liable to be punished in respect of the offence under this Act. .