Companies Act of 1961 (10 Eliz Ii No. 55) (Qld)

269 ®ueeus[mtb ANNO DECIMO ELIZABETHAE SECUNDAE REGINAE ••e>••••••o~••••••••co•••••••e•••••••••••••••••••••• No. 55. An Act to Consolidate and Amend the Law relating to Companies. [ ASSENTED TO 28TH DECEMBER, 1961.] B E it enacted by the Queen's Most Excellent Majesty, by and with the advice and consent o:f the Legis- lative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- PART l.-PRELIMINARY. 1. This Act may be cited as "The Companies Short title. Act of 1961." * 2. This Act shall come into operation on a day Commence- to be fixed by Proclamation of the Governor in Council ment. published in the Government Gazette. Abbreviations used in marginal references to other Acts have the following meanings :-U.K. 11 and 12 Geo. VI. 1948 (Imperial); N.S.W. New South Wales No. 33 of 1936 as amended; Vic. Victori~ No. 6455 of 1958; Qld. Queensland 22 Geo. V. No. 53 as amended; S.A. South Australia Companies Act 1934-1960; W.A. Western Auetralia Companies Act 1943-1960 ; Tas. Ta.sme.nie. No. 29 of 1959. * Commencocl l ,Tuly 1!162. (Proc. pubd. Ge.z. 24 Feb. 1962, p. 563). 10

270 s. 3. Companies A.ct. 10 ELIZ. II. No. 55, Division of Act into Parts, &c. 3. This Act is divided into Parts, Divisions and Subdivisions as follows :- PART !.--PRELIMINARY (ss. 1-6); PART IL-ADMINISTRATION OF AcT (ss. 7-13); PART III.--CoNSTITUTION OF COMPANIES (ss. 14- 36); Dim'.sion 1.--lncorporation (ss. 14-18) ; Division 2.-Powers (ss. 19-36); PART IV.-SHARES, DEBENTURES AND CHARGES (ss. 37-110) ; Division l .-Prospectuses ( ss. 37-47) ; Division 2.~Restrictions on Allotrnent, and Cornmencernent of Business (ss. 48-53) ; Division 3.-Shares (ss. 54-69); Divis-ion 4.-Debentures ( ss. 70--75) ; Division 5.-1nterests other than Shares, Debentures, &c. (ss. 76-89) ; Division 6.-Title and Transfers (ss. 90-99) ; Division 7.-Registration of Charge8 (ss. 100- ll0); p ART V.-MANAGEl\'fENT AND ADMINISTRATION (ss. 111-160); D/m'.sion !.-Office and Narne (ss. 111-113); Division 2.-Directors and Officers (ss. 114-134); Division 3.-.ilf eetings and Proceedings (ss. 135- 149); Division 4.-Register of .Zk[embers(ss. 150-157); Division 5.--Annual Return (ss. i58-160); PART VI.-AccouNTS AND AumT (ss. 161-180); Division 1.--Accounts (ss. 161-164); Division 2.-Audit (ss. 165--167); Divisfon 3.-lnspection (ss. 168-171); Division 4.-Special Investigations (ss. 172- 180); PART VII.-ARRANGEMENTS RECONSTRUCTIONS (ss. 181-186); AND PART VIII.-RECEIVERS (ss. 187-197); AND MANAGERS

1961. CompaniesAct. s. 3. PART IX.-OFFICIAL MANAG:EMENT (ss. 198-215); PART X.-WINDING UP (ss. 216-318) ; Division !.-Preliminary (ss. 216-220); Dfoision 2.-Winding Up by the Court (ss. 221-253); Subdivision (1).-General (ss. 221-230); Subdivision (2).-Liqnidators (ss. 231-240); Subdivision (3).-Committees of Inspection (ss. 241--242) ; Subdivision (4).--General Powers of Court (ss. 243-253) ; Division 3.-Voluntary Winding Up (ss. 254- 276); Subdivision (l}.-Introductory (ss. 254-257); Subdivision (2).--Provisions applicable only to Members' Voluntary vVinding Up (_ss. 258-259) ; Subdivision (3).-Provisions applicable only to Creditors' Voluntary Winding Up (ss. 260-263) ; Subdivision (4).-Provisions applicable to every Voluntary Winding Up (ss. 264- 276); Division 4.-Provisions applicable to every Jf ode of Winding Up (ss. 277-313) ; Subdivision (1).-General (ss. 277-290); Subdivision (2).-Proof and Ranking of Claims (ss. 291-292); Subdivision (3).-Effect on other Transactions (ss. 293-299) ; Subdivision (4).--Offences (ss. 300-306) ; Subdivision (5).-Dissolution (ss. 307-313) ; Division 5.-Windiny Up of Unregistered Companies (ss. 314-318); PART XI.-VARious TYPES OF COMPANIES, &c. (ss. 319-361) ; Division 1.--No-Liability Companies (ss. 319- 333); Division 2.-lnvestment Companies (ss. 334- 343); Division 3.-Foreign Companies (ss. 344-361); 271

272 ss.3, 4. CompaniesAct. 10 ELIZ. IL No. 55, PART XII.-G ENERAL ( ss. 362-384) ; Dim'.sion 1.-Enforcernent of Act (ss. 362-373) ; D1'.vision 2.-0ffences (ss. 374-381); Division 3.-.1lf iscellaneous (ss. 382-384). FRSicelhp'seetdaulsle. repea4le. d ( . 1) The Acts specified in the First Schedule are N.S.W. 88. 3, 4. Vic. s. 2. Qld. 8B. 4,6,7. 8.A. s. 2. W.A.r..4. Tas. s. 2. Traneitory provisious. (2) Unless the ccntrary intention appears in this Act- (a) all persons, things, and circumstances appointed or created by or under any of the repealed Acts or existing or continuing under any of such Acts immediately before the commencement of this Act shall under and subject to this Act continue to have the same status operation and effect as they respectively would have had if such Acts had not been so repealed and so far as they could have been made, passed, given, taken, issued or done under this Act shall, subject to this Act, have effect as if made, passed, given, taken, issued or done under this Act ; and (b) in particular and without affecting the generality of the foregoing paragraph, such repeal shall not disturb the continuity of status, operation or effect of any Order in Council, order, rule, regulation, scale of fees, appointment, conveyance, mortgage, deed, agreement, resolution, direction, instrument, document, memorandum, articles, incorporation, nomination, affidavit, call, forfeiture, minute, assignment, register, registration, transfer, list, licence, certificate, security, notice, compromise, arrangement, right, priority, liability, duty, obligation, proceeding, matter, or thing made, done, effected, given, issued, passed, taken, validated, entered into, executed, lodged,

1961. CompaniesAct. s. 4. accrued, incurred, existing, pending, or acquired by or under any of such repealed Acts before the commencement of this Act and so far as it could have been made, done, effected, given, issued, passed, taken, validated, entered into, executed, lodged, accrued, incurred, existing, pending, or acquired by or under this Act shall, subject to this Act, have effect as if made, done, effected, given, issued, passed, taken, validated, entered into, executed, lodged, accrued, incurred, existing, pending, or acquired by or under this Act. (3) Nothing in this Act shall affect Ta,ble A of the First Schedule to the repealed Act or any part thereof (either as originally enacted or as altered in pursuance of any statutory power) or the corresponding Table in any former enactment relating to companies (either as originally enacted or as so altered) so far as the same applies to any company existing at the commencement of this Act. (4) The provisions of this Act with respect to winding up other than the provisions of subdivision (5) of Division 4 of Part X shall not apply to any company or society of which the winding up has commenced before the commencement of this Act, but every such company or society shall be wound up in the same manner and with the same incidents as if this Act had not been passed and for the purposes of the winding up the Act or Acts under which the winding up commenced shall be deemed to remain in full force. (5) Where in any other Act a reference is made to the repealed Act or any corresponding previous enactment or any provision ofany such Act or enactment, that reference shall be read as a reference to this Act or to the corresponding provision (if any) of this Act. (6) All registrars, deputy registrars and other officers appointed under the repealed Act and in office immediately before the commencement of this Act shall \-vithout further or other appointment, be deemed to have been appointed to their respective offices for the purposes of this Act and, subject to this Act, shall continue to hold those offices respectively in terms of their respective appointments. 273

274 s. 4. CompaniesAct. 10 ELIZ. II. No. 55, (7) The repeal of the repealed Act shall not affect the incorporation of any company registered and incorporated thereunder or under any corresponding previous enactment and in the application of this Act to such companies this Act shall apply in the same manner- (a) in the case of a limited company other than a company limited by guarantee and a company limited both by shares and guarantee as if the company had been incorporated under this Act as a company limited by shares; (b) in the case of a no-liability company as if the company had been incorporated under this Act as a no-liability company; (c) in the case of a company limited by guarantee, as if the company had been incorporated under this Act as a company limited by guarantee; (d) in the case of a company limited both by shares and guarantee as if the company had been incorporated under this Act as a company limited both by shares and guarantee ; and (e) in the case of an unlimited company, as if the company had been incorporated under this Act as an unlimited company, but any reference in this Act express or implied, to the date of registration of such a company shall be construed as a reference to the date upon which the company was registered under the repealed Act or under any corresponding previous enactment. (8) This Act shall apply to every corporation registered, but not incorporated under the repealed Act or any corresponding previous enactment in the same manner as it is decla.red to apply to corporations registered but not incorporated under this Act. (9) Any register kept under the repeale<l Act or any corresponding previous enactment shall be deemed part of the register to be kept under the corresponding provisions of this Act. (10) All funds and accounts constituted under this Act shall be deemed to be in continuation of the corresponding funds and accounts constituted under the repealed Act or any c01Tesponding previous enactment.

1961. CompaniesAct. ss. 4, 5. 275 (11) Paragraph (c) of subsection (1) of section nine shall not apply to any person appointed as auditor of a proprietary company before the commencement of this Act until the expiration of twelve months after the commencement of this Act or the expiration of the term of his appointment whichever first occurs. (12) Nothing in this section shall prejudice or affect the operation of any of the provisions of " The Acts Interpretation Acts, 1954 to 1960." 5. ( 1) In this Act unless the contrary intention Interpreta- appears- u tio .K n. . 68. 154, 455, "Annual general meeting ", in relation to a Annual company, means a. meeting of the company ~;~et:!~. required to be held by section one hundred and thirty-six ; "Annual return " means- Annual ( a ) m . re l at1 , on to a company h avm . g a s } 1are r N et .s u . r w n. . capital-the return required to be made by ss. 6, 101, section one hundred and fifty-eight; and~~;: s. a. (b) in relation to a company not having a share Qld. s. 5. capital-the return required to be made ~/As.\ by section one hundred and fifty-nine, T~.'ta. · and includes any document accompanying the return. "Art,icles " means articles of association ; Articles. " Ban , king c , or ·l n J oration " means a • bank as defined cBoarnpkoinragt 1 · 0n. m section five of the BankingAct1959 of the Commonwealth as B,mended from time to time; "Board" means the Companies Auditors Board Boo.rd. constituted under section eight; "Books" includes accounts deeds writings and BookR. documents; " Branch register " means- Brerg~ instcehr. (a) in relation to a company, a branch register of members of the company kept in pursuance of section one hundred and fifty-seven; and (b) in relation to a foreign company, a branch register of members of the company kept in pursuance of section three hundred and fifty-four ;

276 Certified s. 5. Charge. Company. Company having a share capital. Company limited by guarantee. Company limited by shares. Contribu- t-Ory. Corporation. CompaniesAct. 10 ELrz. II. No. 55, " Certified", in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the English language ; "Charge" includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise; " Company " means a company incorporated pursuant to this Act or pursuant to any corresponding previous enactment ; "Company h~wing a share capital" includes an unlimited company with a share capital; "Company limited by guarantee" means a company formed on the principle of having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up; "Company limited by shares" means a company formed on the principle of having the liability ofits members limited by the memorandum to the amount (if any) unpaid on the shares respectively held by them ; " Contributory ", in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up; and includes the holder of fully paid shares in the company and prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory ; " Corporation " means any body corporate formed or incorporated whether in the State or outside the State and includes any foreign company but does not include-- (a) any body corporate that is incorporated within the Commonwealth and is a public authority or an instrumentality or agency of the Crown ; or (b) any corporation sole;

1961. CompaniesAct. s. 5. 277 " Court " means the Supreme Court or a Judge Court, thereof; " Creditors' voluntary winding up " means a Creditors' wi · n d 1 ' ng up un d er D 1 ' v1 · s · 10n 3 o f p ar t X , vwoinludnintagryup. other than a members' voluntary winding up; "Cro G wennerLa 1 a,w Mm • Oif • sftiecrer"1 r orm J eaunsts1 • cetheor A S tot 1 o1 . rcn . 1etoyr-- COrffoiwcenr. Law General; " Debenture " includes debenture stock bonds Debenture. notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not ; •' Default penalty " means a default penalty Default within the meaning of section three hundred penalty. and eighty; " Director " includes any person occupying the Director. position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act ; " Document " includes summons, order and other Document. legal process, and notice and register ; " Emoluments " includes fees percentages and Emoluments. other payments made or consideration given directly or indirectly to a director or auditor of a company or of any holding company or subsidiary of that company, whether as a director or auditor or otherwise in connection with the affairs of such company, and the money value of any allowances or perquisites ; " Expemropptr, 1 . e t parryopcrioemtaprayny cnoompsahnayre" m . m w elan.nchs 1. sa, cEporxomepnpr~atpenttya. ry by virtue of subsections (7) and (8) of this section, deemed to be owned by a public company; " Expert" includes engineer valuer accountant Expert. and any other person whose profession or reputation gives authority to a statement made by him; " Filed " means filed under this Act or any Filed. corresponding previous enactment ;

278 s. 5. CompaniesAct. 10 ELrz. IL No. 55. Financial year. Foreign company. Limited company. Lodged. Managor. Marketable securities. Members' voluntary winding up. Memoran- dum. Minimum subscription. " Financial year ", in relation to any corporation, means the period in respect of which any profit and loss account of the corporation laid before it in general meeting is made up, whether that period is a year or not; "Foreign company" means- (a) a company corporation society association or other body incorporated outside the State; or (b) an unincorporated society association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the society association or body duly appointed for that purpose and which does not have its head office or principal place of business in the State ; " Limited company " means a company limited by shares or by guarantee or both by shares and guarantee but does not include a no- liability company ; " Lodged " means lodged under this Act or any corresponding previous enactment; "Manager", in relation to a company, means the principal executive officer of the company for the time being by whatever name called and whether or not he is a director ; "Marketable securities" means debentures funds stocks shares or bonds of any Government or of any local government authority or of any corporation or society and includes any right or option in respect of shares in any corporation and any interest as defined in section seventy-six ; "Members' voluntary winding up" means a winding up under Division 3 of Part X where a declaration has been made and lodged in pursuance of section two hundred and fifty- seven; " Memorandum " means memorandum of association ; " Minimum subscription " in relation to any shares offered to the public for subscription means the amount stated in the prospectus

1961. CompaniesAct. s.5 279 relating to the offer m pursuance of subparagraph (a) of paragraph 4 of the Fifth Schedule as the minimum amount which in the opinion of the directors must be raised by the issue of the shares so offered ; "Mining company" means a company the sole Mining objects of which are mining purposes ; company. " Mining purposes " means purposes of prospecting Mining for or obtaining by any mode or method purposes. or of selling or otherwise disposing of ores metals minerals and all products of mining and includes all or any of such purposes whether carried on in the State or elsewhere and purposes necessary for or incidental to the foregoing purposes but does not include quarrying operations for the sole purpose of obtaining stone for building roadmaking or similar purposes ; " Minister " means the Minister for J nstice and Mini~ter. Attorney-General or other Minister of the Crown for the time being charged with the administration of this Act; "No-liability company" means a company in No-liability which the acceptance of a share does not company. constitute a contract to pay calls ; " Officer " in relation to a corporation includes- Officer. (a) any director secretary or employee of the corporation ; (b) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument ; and (c) any liquidator of a company appointed in a voluntary winding up, hut does not include- (d) any receiver who is not also a manager; (e) any receiver and manager appointed by the Court; or (j) any liquidator appointed by the Court or by the creditors ; " Official liquidator " means a person appointed t?fl1~io.l as an official liquidator by or under section l,qmda t or. eleven;

280 s. 5. CompaniesAct. 10 ELIZ. II. No. 55, Official manager, Part. Prescribed. Principal register. Printed. Profit and loss account. Promoter. Prop1·ietary compony. Prospectu.~. " Official manager" means a person appointed as an official manager under Part IX ; " Part " means Part of this Act ; ''Prescribed" means prescribed by or under this Act or by the rules ; " Principal register ", in relation to a company, means the register of members of the company kept in pursuance of section one hundred and fifty-one; "Printed" includes type-written or lithographed or reproduced by any mechanical means; " Profit and loss account " includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period ; " Promoter " in relation to a prospectus issued by or in connection with a corporation means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion thereof, but does not include any person by reason only of his acting in a professional capacity; " Proprietary company " means- (a) any company which immediately prior to the commencement of this Act was a private company under the provisions of the repealed Act ; (b) any company incorporated as a proprietary company by virtue of section fifteen ; or (c) any company converted into a proprietary company pursuant to the provisions of subsection (1) of section twenty-six, being a company which has not ceased to be a proprietary company under section twenty- six or twenty-seven ; "Prospectus" means any prospectus notice circular advertisement or invitation inviting applications or offers from the public to subscribe for or purchase or offering to the public for subscription or purchase any shares in or debentures of or any units of shares in or units of debentures of a, corporation or proposed corporation;

1961. CompaniesAct. s. 5. 281 " Public company " means a company other than Public a proprietary company; company. " Public Curator " means the Public Curator Public wi • t h" m t h e meam • ng o f " Th e p u bl" ic 0 urator Curator. Acts, 1915 to 1957 "; "' Registered " means registered under this Act Registered. or any corresponding previous enactment; "Registered company auditor" means a person Registered rk;y registered as such under section nine and in : 0 1 relation to a corporatlon not being a u • company includes a person qualified to act as the auditor of the corporation under the law of the place in which the corporation is incorporated; " Regasissteuree h dulinq d ueirdsaetco t rI . o"nmnem • anes;a person registered h ~ q eg m ! d at a a t r o e r d . " Registrar " subject to subsection (9) of this Registrar. section means a Registrar of Companies under t.bis Act and includes any Deputy or Assistant Registrar of Companies ; " Regulations " means regulations under this Act; Regulations. " Repealed Act " means " The Companies Act of Repealed 1931," as amended; Act. " Resolution for voluntary winding up" means Resolution the reso1UtI.On re £ erred t O I . ll Sec t• lOn t WO fwoirnvdoinlugnutapr.y hundred and fifty-four ; " Rules " means rules of Court ; Rule3. " Schedule " means Schedule to this Act ; Schedule. " Section " means section of this Act ; Section. " Share" means share in the share capital of a Share. corporation and includes stock except where a distinction between stock and shares is expressed or implied; " State" means the State of Queensland; State. " Statutory meeting " means the meeting referred Stat~tory to in section one hundred and thirty-five; meetmg. " Statutory report" means the report referred Statutory to I · n secti ·. on one h un d :re d an d t hirty- fl ve ; report. " Table A" means Table A in the - Fourth Schedule ' · TFaobulrethA. Schedule.

282 s. 5. CompaniesAct. 10 ELrz. II. No. 55, Table B. Fourth Schedule. This Act. Unit,. Unlimited company. '' Table B " means Table B in the Fourth Schedule; " This Act " includes any regulations ; " Unit " in relation to a share, debenture or other interest means any right or interest therein, by whatever term called; "Unlimited company" means a company formed on the principle of having no limit placed on the liability of its members. Directors. (2) For the purposes of this Act a person shall not be regarded as a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors act on advice given by him in a professional capacity. When statement untrue. (3) For the purposes of this Act a statement included in a prospectus or statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included. Wh0n statement included in prospectus. (4) For the purposes of this Act a statement shall be deemed to be included in a prospectus or statement in lieu of prospectus if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith. dIlenenvedmitmaetdoionneyto the p(u5)bliFcotrothdeeppousript omseosneoyf wthiitsh Aorcttoanloyndinmviotnaetiyontotoa itnovpituartcihoanse corporation shall he deemed to be an invitation to debentures. subscribe for or purchase debentures of the corporation. As to what constitutes an oflei· to the public. (6) Any reference in this Act to offering shares or debentures to the public shall, unless the contrary intention appears, be construed as including a reference to offering them to any section of the public, whether selectl'd as clients of the person issuing the prospectus or in any other manner ; but a bona fide offer or invitation with respect to shares or debentures shall not be deemed to be an offer to the public if it is- (a) an offer or invitation to enter into an underwriting agreement; (b) made to a person whose ordinary business it is to buy or sell shares or debentures whether as principal or agent ; (c) made to existing members or debenture holders of a corporation and relates to shares in or debentures of that corporation; or

1961. Companies .A.ct. s. 5. (d) made to existing members of a company within the meaning of section two hundred and seventy and relates to shares in the corporation within the meaning of that section. (7) For the purposes of the definition of" Exempt proprietary company" in subsection (1) of this section, a share in a proprietary company shall be deemed to be owned by a public company if any beneficial interest in the share is held, directly or indirectly, by- (a) a public company; (b) a proprietary company a beneficial interest in a share in which is held, directly or indirectly, by a public company; or (c) a proprietary company a beneficial interest in a share in which is held, directly or indirectly, by a proprietary company a beneficial interest in a share in which is held, directly or indirectly, by- (i) a public company ; or (ii) another proprietary company a beneficial interest in a share in which is held, directly or indirectly, otherwise than by a natural person. (8) For the purposes of subsection (7) of this section, but without limiting the generality of that subsection- (a) a reference in that subsection to a public company shall be read as including a reference to a foreign company other than a foreign company that (whether or not Division 3 of Part XI applies to it) is a foreign company of a kind referred to in subsection (5) of section three hundred and forty-eight ; (b) a reference in that subsection to a public company or to a proprietary company shall be read as not including a reference to a company in respect of which a license under section twenty-four, or under any corresponding previous enactment, is in force; (c) where a corporation holds a beneficial interest in a redeemable preference share in a proprietary company and-- (i) no voting rights attach to the share; or 283

284 ss. 5, 6. CompaniesAct. 10 ELIZ. II. No. 55, (ii) any voting rights attaching to the share are exercisable only in special circumstances and do not include the right (except where any dividend in respect of the share is in arrears) to vote at an election of directors of the proprietary company- the share shall be treated as if the beneficial interest in the share were held bv a natural person ; and ~ (d) a person (including a corporation) shall be deemed to hold a beneficial interest in a share- (i) if that person, either alone or together with other persons, is entitled (otherwise than as trustee for, on behalf of or on account of, another person) to receive, directly or indirectly, any dividends in respect of the share or to exercise, or to control the exercise of, any rights attaching to the share ; or (ii) if that person, being a corporation, holds any beneficial interest in a share of another corporation which holds, or a subsidiary of which holds, any beneficial interest in that first-mentioned share. (9) Save as provided in section seventy-six and section one hundred and unless the contrary intention appears a reference in this Act to the Registrar shall, in relation to a company or a foreign company registered in the State, be read as a reference to the Registrar at the place whereat the company or foreign company is registered. Defi~i~ion of 6. (I) For the purposes of this Act, a corporation :~~s~cl<tlng shall, subject to the provisions of subsection (3) of company. this section, be deemed to be a subsidiary of another N U. . K s. . w 8 . ' 1 54· corporation , if , -- a. 101. (a) that other corporation- Q Vi i c d . . s s. .1 3 37 ( . 4). (1 ') contro 1 s t h e compos1 • t1 • 0n o f t h e b oar d W S.A .A . . s. s. 114360• . Taa. s. 3 (uJ. of dire . ctors of the first-mentioned corporat10n ; (ii) controls more than half of the voting power of the first-mentioned corporation ; or

1961. CompaniesAct. s. 6. (iii) holds more than half of the issued share capital of the first-mentioned corporation (excluding any part thereof which carries no right to participate beyond a specified amount in a distribution of either profits or capital) ; or (b) the first-mentioned corporation is a subsidiary of any corporation which is that other corporation's subsidiary. (2) For the purposes of subsection (1) of this section, the composition of a corporation's board of directors shall be deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment if- (a) a person cannot. be appointed as a director without the exercise in his favour by that other corporation of such a power ; or (b) a person's appointment as a director follows necessarily from his being a director or other officer of that other corporation. (3) In determining whether one corporation is a subsidiary of another corporation-- (a) any shares held or power exercisable by that other corporation in a fiduciary capacity shall be treated as not held or exercisable by it; (b) subject to paragraph (c) and paragraph (d) of this subsection, any shares held or power exercisable- (i) by any person as a nominee for that other corporation (except where that other corporation is concerned only in a fiduciary capacity) ; or (ii) by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary which is concerned only in a fiduciary capacity, shall be treated as held or exercisable by that other corporation ; 285

286 s. 6. CompaniesAct. 10 Er.1z. II. No. 55, (c) any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned corporation or of a trust deed for securing any issue of such debentures shall be disregarded; and (d) any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c) of this subsection) shall be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business. (4) A reference in this Act to the holding company of a company or other corporation shall be read as a reference to a corporation of which that last-mentioned company or corporation is a subsidiary. (5) Where a corporation- (a) is the holding company of another corporation; (b) is a subsidiary of another corporation; or (c) is a subsidiary of the holding company of another corporation, that first-mentioned corporation and that other corporation shall for the purposes of this Act be deemed to be related to each other.

1961. Companies A.ct. s. 7. 287 PART II.-ADMINISTRATION OF ACT. 7. ( 1) Subject to " The Public Service Acts, 1922 Registra_r of ~~;~e;_n:~\. to 1960," there may be appointed such Registrars of Companies as are required for the purposes of this Act. Vic. a. 4. A Registrar so appointed shall have the charge and ~~t/s. 8• control of the Companies Office at the place whereat he is s.A. s. :us. ~:·t/ appointed and shall carry out the duties and functions 9 1. vested by or under this or any other Act in the Registrar. (2) Subject to " The Public Service Acts, 1922 to De~uty and 1960," there may be appointed such Deputy or Assistant ii!~:t~~;s Registrars of Companies and other officers as are and officers. required for the purposes of this Act. (3) Anything by this Act appointed or authorized or required to be done or signed by a Registrar may be done or signed by any such Deputy or Assistant Registrar and shall be as valid a,nd effectual as if done or signed by the Registrar. (4) All courts judges and persons acting judicially qertain s h a 11 ta k e J . U d' 10 . 1a l notr . ne o f t h e sea l an d si . gnature o f a stoig b n e atures Registrar and of any Deputy or Assistant Registrar. judicially not,ccd, (5) Officers appointed under subsection (2) of this section shall be under the direction of, and shall perform such duties as may be assigned by, the Registrar. (6) For the purpose of ascertaining whether a company is complying with the provisions of this Act, the Registrar or any person authorized by him may inspect any book, minute book, register or record required by or under this Act to be kept by the company. (7) No person shall make an inspection in pursuance of subsection. (6) of this section. unless he has made a declaration. in the prescribed form. (8) A person- (a) who makes an inspection in pursuance of subsection (6) of this section before he has made a declaration referred to in subsection (7) of this section ; or

288 ss. 7, 8. Corn.panies Act. 10 ELIZ. II. No. 55, (b) who after making such a declaration makes, except for the purposes of this Act or in the course of any criminal proceedings, a record of, or divulges or communicates to any other person, any information which he has acquired by reason of such an inspection, shall be guilty of an offence against this Act. Penalty : One hundred pounds. (9) A company or any officer shall on being required by the Registrar or a person so authorized produce any such book, register or record. Penalty : One hundred pounds. ( 10) A company or any officer shall not obstruct or hinder the Registrar or person so authorized while exercising any of the powers referred to in subsection (6) of this section. Penalty : One hundred pounds. Fees. ( 11) There shall be paid to the Registrar the S N B . . S 3 . 6 W 8 . , 380. fees specified in the Second Schedule. ~{~·- !·. ~o. (12) The Governor in Council may from time to time ~:·t s.A. s. 317. by Order in Council alter the Table of Fees in the Second 1~ ~ 3· Schedule so that the fees payable under the Second Schedule may be increased or reduced by the alteration and so that fees to be paid to the Registrar in respect of other matters or things not provided for in that Schedule may be prescribed. Company (13) For the pm·poses of the registration of companies roeffgiicsetsr.ation under this Act, there shall be offices at Brisbane, Rockliampton and Townsville, and at such other places as the Governor in Council may appoint. Companies 8. ( 1) For the purposes of this Act there shall be a BAouadritd. o. rs Vic. s. 5. Companies Auditors Board the functions of which shall he-- S.A. 88. 370, a11. ( a ) to report to the Minister on any matters W.A. ss. 137, 138,402,406. Tas. s. 138. relating to the operation of Part VI which the Board has investigated either on its own motion or at the request of the Minister; and (b) to effect and control the registration of company auditors and liquidators as hereinafter prescribed.

1961. Compan-ies A.ct. ss. 8, 9. 289 (2) The Public Accountants Registration Board of Queensland as constituted for the time being under " The Public Accountants Registration Acts, 1946 to 1954," shall be and shall constitute the Board. (3) Any two members of the Board shall have and may exercise all or any of the powers or authorities of the Board. (4) Each member of the Board shall be entitled to such fees and allowances as are prescribed. (5) The person for the time being holding office as chairman of the Public Accountants Registration Board of Queensland shall be ex officio the chairman of the Board. (6) The person for the time being holding office as secretary of the Public Accountants Registration Board of Queensland shall be ex officio the secretary of the Board. 9. (I) A person shall not consent to be appointed, Coll?-pany ~~t~°:: and shall not act, as auditor for any company and shall 0 :S~d not prepare, for or on behalf of a company, any report Vic. s. 5. t required by this Act to be prepared by a registered ~ 7 68' 370• company auditor- w.A. 0s. 137, 138,402, 406. (a) if he is not a registered company auditor; Tas. s. 138. (b) if he is indebted to the company or to a corporation that is deemed to be related to that company by virtue of subsection (5) of section sjx in an amount exceeding five hundred pounds; or (c) except where the company is an exempt proprietary company, 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 : One hundred pounds. (2) For the purposes of subsection (I) of this section, a person shall be deemed to be an officer of a company if he is an officer of a corporation that is deemed to be related to the company by virtue of subsection (5) of

290 s. 9. CompaniesAct. 10 ELrz. II. No. 55, section six or has, at any time within the preceding period of twelve months, been an officer or promoter of the company or of such a corporation. (3) For the purposes of this section, a person shall not be deemed to be an officer by reason only of his having been appointed as auditor of a corporation or, for any purpose relating to taxation, a public officer of a corpomtion. (4) A firm shall not consent to be appointed, and shall not act, as auditor for any company and shall not prepare, for or on behalf of a company, any rvport required by this Act to be prepared by a registered company auditor unless- (a) all the partners of the firm resident in Australia are registered company auditors and, where the firm is not registered as a firm under the law of the State, a return showing the full names and addresses of all the partners of the firm has been lodged ,vith the Registrar ; and (b) no partner is clisqualified under the prov1s10n'l of paragraph (b) or (c) of subsection (1) of this section from acting as the auditor of the company. (5) If a firm contravenes subsection (4) of this section each partner of the firm shall be guilty of an offence. Penalty: One hundred pounds. (6) No company or person shall appoint a person as auditor of a company unless that lastmentioned person has prior to such appointment consented in writ.ing to act as such auditor, and no company or person shall appoint a firm as auditor of a company unless the firm has prior to such appointment consented, in writing under the hand of at least one partner of the firm, to act as such auditor. (7) Any person- (a) who is a member of the Institute of Chartered Accountants in Australia or the Australian Society of Accountants or any other body established outside Australia prescribed on the recommendation of the Board as a body for the purposes of this subsection;

1961. CompaniesAct. s. 9. (b) who is a registered company auditor in any State or territory of the Commonwealth other than this State; (c) who holds a degree or diploma from any University in the Commonwealth and has passed examinations in the course for such degree or diploma in such subjects, under whatever name, as the appropriate authority of the University certifies to the Board to represent a course of study in accountancy or auditing of three years and in commercial law (including company law) of two years' duration; (d) who holds the certificate of an associate in accountancy of the University of Queensland or the certificate in accountancy of a prescribed Technical College ; or (e) who has satisfied the Board that he has a thorough knowledge of accounts and auditing and of the provisions of this Act and of such other subjects as are prescribed, shall, if the Board is satisfied with his general conduct and character, be entitled on the payment of the prescribed. fee to be registered as a company auditor or, if he is a registered company auditor, to the renewal of his registration. (8) Any registered company auditor may apply to the Board for registration 8,s a liquidator and the Board if satisfied as to his experience and capacity shall, on payment of the prescribed fee, register such person as a registered liquidator. (9) Every registration including a renewal of registration of a company auditor or liquidator other than a registration under subsection ( 10) of this section shall be in force until the thirty-first day of March in the year following the year in which the registration was effected. (10) Notwithstanding any other provision of this section but subject to subsection ( 13) and subsection (17) of this section any person who is registered as a public accountant under and within the meaning of" The Public Accountants Registration Acts, 1946 to 1954," shall be 291

292 s. 9. CompaniesAct. 10 EL!z. II. No. 55, entitled without any application in that behalf and withoutpaymentof any fee to be registered as a registered company auditor and a registered liquidator. ( 11) The Board, after giving notice to any person who is a registered company auditor or a, registered liquidator, may inquire into the conduct and character as well as the abilities of the person but shall not do so without giving to the person an opportunity of being heard. (12) For the purposes of an inquiry pursuant to subsection ( 11) of this section the Chairman of the Board may by notice in the prescribed form require any person to appear at the inquiry and to give evidence on oath or affirmation (which the chairman is hereby authorized to administer) as to any matter in relation to the subject matter of the inquiry and the notice may require the production of all or any books and documents in the custody or under the control of that person. (13) If at any inquiry by the Board a person who is a registered company auditor or a registered liquidator is found to have been guilty of any conduct discreditable to an auditor or liquidator, as the case may be, or is found to be incapable of performing the duties of a registered company auditor or a registered liquidator, as the case may be, the Board may as it thinks fit punish or deal with him in any one or more of the following ways:-- (a) admonish or reprimand him ; (b) require him to pay the costs of and incidental to the inquiry by the Board ; (c) require him to give an undertaking to abstain from some specific conduct ; (d) impose on him a fine not exceeding fifty pounds; (e) suspend his registration for a period not exceeding one year ; or (f) cancel his registration and order the removal of his name from the register. (14) The amount of any fine or costs so imposed may be recovered in any court of competent jurisdiction as a debt due to the Crown.

1961. CompaniesAct. ss. 9, 10. 293 (15) Any person aggrieved by any decision of the Board m8,y, within three months from the date of hiA receiving notice thereof, appeal to the Court from such decision and thereupon the Court may, if it thinks fit, confirm, vary or reverse the decision and, if it thinks fit, may direct the Board to register any person whom the Board has refused to register. (16) When the name of any person registered as a company auditor and liquidator pursuant to subsection (10) of this section has been removed from the Register of Public Accountants of Queensland pursuant to section twenty-four of " The Public Accountants Registration Acts, 1946 to 1954," the Board may cancel the registration of that person as a registered company auditor and a registered liquidator and remove his name from the register. (17) Where the registration of any person has been cancelled under this section that person shall not be re-registered without the express direction of the Board. ( 18) Any register kept for the purposes of this section may be kept in conjunction with the register kept for the purposes of " The Public Accountants Registration Acts, 1946 to 1954." 10. (1) Except with the leave of the Court or in the Disq_uali- case ~fa members' voluntary winding up of an exempt fl~:~:ii;s. proprietary company, a person shall not consent to be Vic. s. 202 appointed, and shall not act, as liquidator of a ~ ~ t ss. 293, company- 371. (a) if he is not a registered liquidator or a w.A. s. 184' corporation (including the Public Curator) authorised by an Act to act as a liquidator ; (b) if he is indebted to the company or to a corporation that is deemed to be related to the company by virtue of subsection. (5) of section six in an amount exceeding five hundred pounds; or (c) subject to subsection (3) of this section, if he is- (i) an officer of the company ; (ii) a partner, employer or employee of an officer of the company ; or

294 ss.10, 11. CompaniesAct. 10 ELrz. II. No. 55, (iii) a partner or employee of an employee of an officer of the company. Penalty : One hundred pounds. (2) 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 corporation that is deemed to be related to the company by virt,ue of subsection (5) of section six or has, at any time within the preceding period of twenty- four months, been an officer or promoter of the company or of such a corporation. (3) Paragraph (c) of subsection (1) of this section shall not apply to prevent a person from consenting to being appointed, or from acting, as liquidator of a company 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. (4) A person shall not be appointed as liquidator of a company unless he has prior to such appointment consented in writing to act as such liquidator. (5) Nothing in this section shall affect any appointment of a liquidator made before the commencement of this Act. Officio.] 11. ( 1) For the purpose of conducting proceedings l N iq .S u . i W da . tors. in winding up companies and assisting the Court therein, s. 227. the Minister may from time to time appoint as many Q Vi l c d . . s s . . 8 1 . 84. registered liquidators as he thinks fit to be official W.A. s.196. liquidators, and may require of each of them such security for the due fulfilment of his duties as such as is prescribed, and may revoke any appointment so made. (2) Where the security prescribed under subsection (1) of this section is a bond to Her Majesty and her successors with or without sureties, the Court may, on application and on being satisfied that any condition of the bond has been broken, order the Registrar of the Court to assign the bond to any person named in the order.

1961. CompaniesAct. ss.11, 12. 295 (3) The person to whom the bond is assigned, 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. (4) The Public Curator shall be ex officio an official liquidator. 12. (1) The Registrar shall subject to this Act keep Re~i,;ters. ss: sueh regi.sters as l ie cons1' ders necessary m. sueh f orm N ~ 36 w 9; 378_ as he thinks fit. Vic-. s. 6. Qld. ss. 9, 377. 8.A. ss. 316, 320. W.A. ss. 392, 396, 401. Tas. s. 7, (2) Any person may, on payment of the prescribed Inspectionof documents fee- lodged with (a) inspect any document filed or lodged with the Registrar. Registrar ; or (b) require a certificate of the incorporation of any company or any other certificate issued under this Act or a copy of or extract from any document kept by the Registrar to be given or certified by the Registrar. (3) A copy of or extract from any document filed or Evidentiary ~!~t:s lodged at the office of the Registrar certified to be a true of copv or extract under the hand and seal of the Registrar certified by shall in any proceedings be admissible in evidence as of Registrar. equal validity with the original document. (4) In any legal proeeedings a certificate under the gvi<lence of hand and seal of the Registrar that a requirement of this:!!~~;~?' Act specified in the certificate- inents. (a) had or had not been complied with at a date or within a period specified in the certificate ; or (b) had been complied with upon a date specified in the certificate but not before that date, shall be received as prima facie evidence of the matters specified in the certificate.

296 s.12. CompaniesAct. 10 ELIZ. II. No. 55, (5) If the Registrar is of opinion that any document submitted to him- (a) contains matter contrary to law; (b) by reason of any omission or misdescription has not been duly completed; (c) does not comply with the requirements of this Act; or (d) contains any error, alteration or erasure, he may refuse to register or receive the document and request that the document be appropriately amended or completed and re-submitted or that a fresh document be submitted in its place. Appeal. (6) Any person a.ggrieved by the refusal of the Registrar to register any corporation or to register or receive any document or by any other act or decision of the Registrar may appeal to the Court which may confirm the refusal act or decision or give such directions in the matter as seem proper or otherwise determine the matter but this subsection shall not a.pply to any act or decision of the Registrar- (a) in respect of which any provision in the nature of an appeal or review is expressly provided in this Act ; or (b) which is declared by this Act to be conclusive or final or is embodied in any document declared by this Act to be conclusive evidence of any act matter or thing. rD&eecc. so,trrodufsc. otilodn, Libra ( r 7 i ) es S A u c b t j s e , c1t 9t4o3 t to he19p4r9o,v"istihoenRs eogfisPtraarrt mIVay, oiff " in T h h i e s opinion it is no longer necessary or desirable to retain them, destroy- (a.) in the case of a corporation- (i) any return of allotment of shares for cash which has been lodged or filed for not less than ten years ; (ii) any annual return or balance sheet that has been lodged or filed for not less than ten years or any document creating or evidencing a charge or the complete or

1961. Cornpanies Act. s.12. 297 partial satisfaction of a charge where a memorandum of satisfaction of the charge has been registered for not less than ten years ; or (iii) any other document (other than the memorandum and articles or any other documents affecting them) which has been lodged, filed or registered for not less than fifteen years ; or (b) in the case of a corporation that has been dissolved or has ceased to be registered for not less than fifteen years, any document lodged filed or registered. (8) If a corporation or person, having made default Enfol'{'.c- I . ll comp I yi · ng Wl ·th - d m u e t :n y t t o o f (a) any provision of this Act or of any other ~ ~ r~ . law which requires t,he lodging or filings.A. s. 320. in any manner with the Registrar of any return account or other document or the giving of notice to him on any matter; or (b) any request of the Registrar t,o amend or complete and re-submit any document or to submit a fresh document, fails to make good the default within fourteen days after the service on the corporation or person of a notice requiring it to be done, the Court or any court of summary jurisdiction may, on an application by any member or creditor of the corporation or by the Registrar, make an Ol'der directing the corporation and any officer thereof or such person to make good the default within such time as is specified in the order. (9) Any such order may provide that all costs of and incidental to the application shall be borne by the corporation or by any officers of the corporation responsible for the default or by such person. (10) Nothing in this section shall prejudice the operation of any enactment imposing penalties on a corporation or its officers or such person in respect of any such default as aforesaid.

298 s.13. CompaniesAct. 10 ELiz. II. No. 55, Re-lodging of lost 13. (1) If in the case of any corporation registered incorporated or registered in the State the memorandum Vdoicc. usm. e7n. ts. or articles or any other document relating to the S.A. s. S78. corporation filed or lodged with the Registrar has been T W a. . a A . . s. 8. 9 4 . 13. lost or destroyed, the corporation may appiy to the Registrar for leave to lodge a copy of the document as originally filed or lodged. (2) On such application being made the Registrar may direct notice thereof to be given to such persons and in such manner as he thinks fit. (3) The Registrar upon being satisfied- (a) that the original document has been lost or destroyed; (b) of the date of the filing or lodging thereof with the Registrar; and (c) that a copy of such document produced to the Registrar is a correct copy, may certify upon such copy that he is so satisfied and direct that such copy be lodged in the manner required by law in respect of the original. (4) Upon the lodgment the copy for all purposes shall, from such date as is mentioned in the certificate as the date of the filing or lodging of the original with the Registrar, have the same force and effect as the original. (5) The Court may, by order upon application by any person aggrieved and after notice to any other person whom the Court directs, confirm, vary or rescind the certificate and the order may be lodged with the Registrar and shall be registered by him, but no payments contracts dealings acts and things made had or done in good faith before the registration of such order and upon the faith of and in reliance upon the certificate shal~ ?e invalidated or affected by such variation or res01ss1on. (6) No fee shall be payable upon the lodging of a document lodged in pursuance of this section.

1961. CompaniesAct. ss.14, 15. 299 PART IIJ.-CONSTITUTION OF COMPANIES. Division 1.-1 ncorporation. 14. (1) Subject to this Act any five or more Formation pperorsporni. estaorry, cwohmepreantyh, eacnoymtwpaonoyr tmoobree pfeorrsmonesd a w ss i o ll c.ibaeteda oc N of . m s. p w s. . m.es. Q;~-- ftooraamnyemlaowrafunldupmurpaonsde cmomayplbyyingsuwbsicthribthinegrethqeuiirrenmaemntess; : 8• ~ ~ 9 - · 1122, as to registration form an incorporated company. ~~A. s. 10_ (2) A company may be- (a) a company limited by shares; ~-A. ss. 11, L. To.s. s. 12. (b) a company limited by guarantee; (c) a company limited both by shares and guarantee; (d) an unlimited company; or (e) in the case of a mining company, a no-liability company. (3) No association or partnership consisting of more Prohibition than _twenty persons _shall be formed for t~e pu~·pose of ~!r~~i;~ted carrymg on any busmess which has for its ob1ect the associations acquisition of gain by the association or partnership or ~f 1 n~re than the individual members thereof unless it is incorporated ;,~~il.:rs for under this Act or is formed in pursuance of some other ff\~: s. 434_ Act or letters patent. s.A. s. 9. 15. (1) A company having a share capital (other Proprietary than a no-liability company) may be incorporated as a cUo" .KIT. \p s a . .ny2. 8. proprietary company if its memorandum or articles- N.s.w. s. 37. (a) restricts the right to transfer its shares; ~\~-- !·. ~!·. a;, (b) limits to not more than fifty the number of its~~ s. members (counting joint holders of shares as TS:s. /'ia. · one person and not counting any person in the employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company); (c) prohibits a.ny invitation to the public to subscribe for any shares in or debentures of the company ; and (d) prohibits any invitation to the public to deposit money with the company for fixed periods or payable at call, whether bearing or not bearing interest.

300 ss.15, 16. CompaniesAct. 10 ELIZ. IL No. 55, (2) A proprietary company may by special resolution alter any restriction referred to in paragraph (a) or the limitation referred to in paragraph (b) of subsection (1) of this section but so that a restriction or limitation as required by the relevant paragraph stili remains. T!'ansitional. (3) A proprietary company that immediately before the commencement of this Act was a private company under the repealed Act, may by special resolution alter the provisions of its memorandum or articles so far as is necessary to impose the restrictions, limitations and prohibitions referred to in subsection (1) of this section. (4) ·where and so long as the memorandum or articles of a proprietary company that immediately before the commencement of this Act was a private company under the repealed Act include the prohibition referred to in paragraph (c) of subsection (1) of this section the articles of the company shall be deemed to include the prohibition referred to in paragraph ( d) of that subsection. (5) Any provision required under subsection (1) of this section to be included in the memorandum or articles of a proprietary company which is included or deemed pursuant to subsection (4) of this section to be included in the memorandum or articles of a proprietary company that immediately before the commencement of this Act was a private company under the repealed Act shall for the purposes of section twenty-seven be deemed to have been required under subsection (1) of this section to be included in the memorandum or articles of the company. Regi_stration 16. (1) Persons desiring the incorporation of a ;~~a~f:~~- company shall lodge the memorandum and the articles (if u.K. ss. 12- a.ny) of the proposed company with the Registrar together ~s~,t. with the other documents required to be lodged by or ss. 21, 2s, under this Act, and the Registrar on payment of the 3 V 0 ic • . 3 a 6 . · 14. appropriate fees shall sub1"ect to this Act register the Qld. ss. 24, company by registering the memorandum and articles S 25 .A , . 2 a 1 s , . 3 2 7 3 . , (if any). 26, 36. W.A. as. 24-- 26, 36. Tas. a. i4. Statuto17 (2) The Registrar may if he thinks fit require a declarat1ons. statutory dec1arat1· 0n to be made by a qual 1 'fied 1ega1 practitioner engaged in the formation of the company or by a person named in the articles as a director or

1961. CompaniesAct. ss.16,17. 301 secretary of the company to be lodged stating that all or any of the requirements of this Act have been complied with, and the Registrar may accept such a declaration as sufficient evidence of compliance. (3) On the registration of the memorandum the ~ertificate of Registrar shall certify under his hand and seal that the ~fi~~rora- company is on and from the date specified in the certificate incorporated, and that the company is- (a) a company limited by shares; (b) a company limited by guarantee; (c) a company limited both by shares and guarantee; (d) an unlimited company; or (e) a no-liability company, as the case may be and where applicable that it is a proprietary company. (4) On and from the date of incorporation specified Effect o~in- m. th. e cert'1ficat e of m· corporat1' 0n bu t subJ·eet t o th1' s corporatton. Act the subscribers to the memorandum together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the memorandum capable forthwith of exercising all the functions of an incorporated company and of suing and being sued and having perpetual succession and a common seal with power to hold land but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is provided by this Act. (5) The subscribers to the memorandum shall be Membera of deemed to have agreed to become members of the company. company and on the incorporation of the company shall be entered as members in its register of members, and every other person who agrees to become a member of a company and whose name is entered in its register of members shall be a member of the company. 17 (1) A corporation cannot be a member of a r.fomberahip company • w h. 1c h 1 . s i . ts h o ld" mg company, an d any a 11 o t men t o co f m ho p l a d n i y n . g or transfer of shares in a company to its subsidiary shall u.K. s. 21. be void. (2) Subsection (1) of this section shall not apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is 11

302 ss.17, 18. CompaniesAct. 10 ELIZ. II. No. 55, beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money. (3) This section shall not prevent a subsidiary which is, at the commencement of this Act, a member of its holding company, from continuing to be a member but, subject to subsection (2) of this section the subsidiary shall have no right to vote at meetings of the holding company or any class of members thereof. (4) This section shall not prevent a subsidiary from continuing to be a member of its holding company if, at the time when it becomes a subsidiary thereof, it already holds shares in that holding company, but- (a) subject to subsection (2) of this section, the subsidiary shall have no right to vote at meetings of the holding company or any class of members thereof ; and (b) the subsidiary shall within the period of twelve months or such longer period as the Court may allow after becoming the subsidiary of its holding company, dispose of all of its shares in the holding company. (5) Subject to subsection (2) of this section, subsection (1), subsection (3) and subsection (4) thereof shall apply in relation to a nominee for a corporation which is a subsidiary, as if references in those subsections to such a corporation included references to a nominee for it. (6) In relation to a holding company that is either a company limited by guarantee or an unlimited company, the reference in this section to shares, whether or not it has a share capital, shall be construed as including a reference to the interest of its members as such, whatever the form of that interest. mmRemeqnnutosirraea- sn-to be pr 1 i 8 nt . ed( 1) anTdhedimviedmedorianntdoumnumofbeerveedrypcaoramgpraapnhys sahnaldl dull\. dated and shall state, in addition to other requirements- N.S.W. 88, 10-13. Vic. s. 15. (a) the name of the company; Qld.ss.14, 15. (b) the objects of the company; S.A. 88. 14, 35. (c) unless the company is an unlimited company, W.A. ss. 13- 15. the amount of share capital (if any) with Tee. e. 15.

1961. CompaniesAct. s.18. which the company proposes to be registered and the division thereof into shares of a fixed amount ; (d) if the company is a company limited by shares, that the liability of the members is limited; (e) if the company is a company limited by guarantee, that the liability of the members is limited and that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member and of the costs charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount in addition to the amount (if any) unpaid on any shares held by him ; (/) if the company is an unlimited company, that the liability of the members is unlimited; (g) if the company is a no-liability company, that the acceptance of shares in the company shall not constitute a contract to pay calls in respect of the shares or to make any contribution towards the debts and liabilities of the company ; (h) the full names addresses and occupations of the subscribers thereto; and (i) that such subscribers are desirous of being formed into a company in pursuance of the memorandum and (where the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names. (2) Each subscriber to the memorandum shall, if the company is to have a share capital, in his own handwriting state in words the number of shares (not less than one) that he agrees to take and, whether or not the company is to have a share capital, shall sign the memorandum in the 303

304 ss.18-20. CompaniesAct. 10 ELIZ. II. No. 55, presence of at least one witness (not being another subscriber) who shall attest the signature and add his address, (3) A statement in the memorandum of a company limited by shares that the liability of members is limited shall mean that the liability of the members is limited to the amount (if any) unpaid on the shares respectively held by them. (4) The memorandum shall bear the same stamp as if it were a deed. Powers. Third Schedule. N.Z. 1955, No. 63, s. 16. Vic. s. 15 (3). S.A. s. 35. W.A. s. 35. Tas. s. 15. Divi8ion 2.-Powe1's. 19. The powers of a company shall include- (a) power to make donations for patriotic or for charitable purposes; (b) power to transact any lawful business in aid of the Commonwealth in the prosecution of any war in which the Commonwealth is engaged ; and (c) unless expressly excluded or modified by the memornndum or articles, the powers set forth in the Third Schedule. Ultra vi1_-es 20. (1) No act of a company (including the trana:v,tions. entering into of an agreement by the company) and no conveyance or transfer of property, whether real or personal, to or by a company shall he invalid by reason only of the fact that the company was without capacity or power to do such act or to execute or take such conveyance or transfer. (2) Any such lack of capacity or power may be asserted or relied upon only in- (a) proceedings against the company by any member of the company or, where the company has issued debentures secured by a floating charge over all or any of the company's property by the holder of any of those debentures or the trustees for the holders of those debentures to restrain the doing of any act or acts or the conveyance or transfer of any property to or by the company;

]961. CompaniesAct. ss. 20, 21. 305 (b) any proceedings by the company or by any member of the company against the present or former officers of the company ; or (c) any petition by the Crown Law Officer to wind up the company. (3) If the unauthorized act, conveyance or transfer sought to be restrained in any proceedings under paragraph (a) of subsection (2) of this section is being or is to be performed or made pursuant to any contract to which the company is a party, the Court may if all the parties to the contract are parties to the proceedings and if the Court deems it to be just and equitable set aside and restrain the performance of the contract and may allow to the company or to the other parties to the contract (as the case requires) compensa.tion for the loss or damage sustained by either of them which may result from the action of the Court in setting aside and restraining the performance of the contract but anticipated profits to be derived from the performance of the contract shall not be awarded by the Court as a loss or damage sustained. 2 I. (l) The memorandum of a company may be Gene_r':'l altered to the extent and in the manner provided by this ~~t:isions Act ·but not otherwise. a.Iteration of ineinora.n- other( 2p) roIvnisiaodndiotfiothnistoAcotbrseeqruviirnigngatnhde lsoudbgjiencgt wtiothatnhye t v u i~ ' . ! " ;\ s v . "i~. 14 · r l A · . \~ f 7· CRoeguirst torarroothf earndyorceusmoleuntitoanffoefctaincgomthpeamnyemororoarnddeur mofotfhae ~ 1 Id. s ss . . 1 6 ' company, the company shall within fourteen days after the passing of any such resolution or the making of any such a.s. s. • order lodge with the Registrar a copy of such resolution or other document or an office copy ofsuch order together with (unless the Registrar dispenses therewith) a printed copy of the memorandum as altered, and if default is made in complying with this subsection the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty : Fifty pounds. Default penalty. (3) The Registrar shall register every resolution order or other document lodged with him under this Act that affects the memorandum of a company and shall certify the registration of every such order, and on such registration and not before, the alteration of the memorandum shall take effect.

306 ss. 21, 22. CompaniesAct. 10 ELIZ. II. No. 55, (4) The certificate of the Registrar shall be conclusive evidence that all the requirements of this Act with respect to the alteration and any confirmation thereof have been complied with. (5) Notice of the registration shall be published in such manner (if any) as the Court or the Registrar directs. (6) The Registrar shall where appropriate issue a certificate of incorporation in accordance with the alteration made to the memorandum. N~mes of companies. U.K.a. 17. N.S.W. 88. 10, 11, 32, 37, 44. Vic. s. 17. Qld. a, 29. S.A. s. 27. W.A. s. 28. Tas. a. 17. 22. (1) Except with the consent of the Crown Law Officer, a company shall not be registered by a name that, in the opinion of the Registrar, is undesirable or is a name, or a name of a kind, that the Crown Law Officer has directed the Registrar not to accept for registration. (2) The Crown Law Officer shall cause a direction given by him under subsection (1) of this section to be published in the Government Gazette and a copy of the direction to be forwarded to the Attorney-General of the Commonwealth and the Attorney-General of each State of the Commonwealth. (3) A limited company shall have "Limited" or the abbreviation "Ltd." as part of and at the end of its name. (4) A no-liability company shall have "No- Liability" or the abbreviation "N.L." as part of and at the end of its name. (5) A proprietary company shall have the word "Proprietary" or the abbreviation" Pty." as part of its name, inserted immediately before the word "Limited" or before the abbreviation "Ltd." or in the case of an unlimited company, at the end of its name. (6) No description of a company shall be deemed inadequate or incorrect by reason of the use of- (a) the abbreviation "Co." or "Coy." in lieu of the word" Company" contained in the name of a company ; (b) the abbreviation "Pty." in lieu of the word " Proprietary " contained in the name of a company;

1961. CompaniesAct. s. 22. (c) the abbreviation "Ltd." in lieu of the word "Limited" contained in the name of a company; (d) the symbol " & " in lieu of the word " and " contained in the name of a company ; (e) the abbreviation "N.L." in lieu of the word "No-Liability" contained in the name of a company; or (f) any of such words in lieu of the corresponding abbreviation or symbol contained in the name of a company. (7) A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as- (a) the name of an intended company; (b) the name to which a company proposes to change its name; or (c) the name under which a foreign company proposes to be registered, either originally or on change of name. (8) If the Registrar is satisfied as to the bona fides of the application and that the proposed name is a name by which the intended company, company or foreign company could be registered without contravention of subsection (1) of this section, he shall reserve the proposed name for a period of two months from the date of the lodging of the application. (9) If, at any time during a period for which a name is reserved, application is made to the Registrar for an extension of that period and the Registrar is satisfied as to the bona ftdes of the application, he may extend that period for a further period of two months. (10) During a period for which a name is reserved, no company, foreign company, person, firm or society (other than the intended compan,y, company or foreign company in respect of which the name is reserved) shall be registered under this Act or under any other Act, whether originally or on change of name, under the reserved name or under any other name that, in the opinion of the Registrar, so closely resembles the reserved name as to be likely to be mistaken for that name. 307

308 ss. 22, 23. CompaniesAct. 10 ELrz. I I. Ko. 55, (11) The reservation of a name under this section in respect of an intended company, company or foreign company does not in itself entitle the intended company, company or foreign company to be registered by that name, either originally or on change of name. Change of 23. (1) A company may by special resolution ~~ ~ ~ - 18. and with the approval of the Registrar change its name N:s.w. s. 35. to a name by which the company could be registered ~;~·. !·.1t without contravention of subsection (1) of section s.A. s. 20. twenty-two. T W a . s A . . s. s. 18 3 . 0. (2) If t 1 ie name o f a company 1 . s (w h ether throug h inadvertence or otherwise and whether originally or by change of name) a name by which the company could not be registered without contravention of subsection (1) of section twenty-two the company may by special resolution change its name to a name by which the company could be registered without contravention of that subsection and, if the Registrar so directs, shall so change it within six weeks after the date of direction or such longer period as the Registrar allows unless the Crown Law Officer by written notice annuls such direction, and if the company fails to comply with the direction it shall be guilty of an offence against this Act. Penalty: Fifty pounds. Default penalty. (3) Where the name of a company incorporated pursuant to a previous enactment corresponding with this Act has not been changed since the commencement of this Act, the Registrar shall not, except with the approval of the Crown Law Officer, exercise his power under subsection (2) of this section to direct the company to change its name. (4) A change of name pursuant to this Act shall not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced by or against it by its former name may be continued or commenced by or against it by its new name. (5) Where a company proposes to change its name, it shall give by post twenty-one days' written notice specifying the intention to propose the resolution as a special resolution and to submit it for passing to a meeting of the company to be held on a day specified in the notice.

1961. CompaniesAct. ss. 23, 24. 309 (6) The notice shall be sent to all members, and to all trustees for debenture holders and if there are no trustees for any class of debenture holders to all debenture holders of that class whose names are, at the time of the posting of the notice, known to the company. t he C 2 r 4 ow . n (I L ) aWwhOefrfeiceirt tihs apt raovperdoptoosedth1e1. ms1a, tteidsfaccotmiopnanoyf i " OnmLniiamsmsiitoeenodof"f iasmbuesinemg feonr t moerdpfroormthoe t m . pgurcpoomsemoefrcperom • vi d duinsgtryrecarretastcioi , ennocer acconhmadrpiotatanhbieleres. religion charity pension or superannuation schemes or lf-K. s. 19. t;~--~~\~_ any other object useful to the community, and will 34 • apply its profits (if any) or other income in promoting its Qtd. s. ao. objects and will prohibit the payment of any dividend ~\\_ 2: 9. to its members, the Crown Law Officer may (after Tas. s. 19. requiring, if he thinks fit, the proposal to be advertised in such manner as he directs either generally or in a particular case) by licence direct that it be registered as a company with limited liability without the addition of the word " Limited" to its name, and the company may be registered accordingly. (2) Where it is proved to the satisfaction of the Crown Law Officer- (a) that the objects of a limited company are restricted to those specified in subsection ( 1) of this section and to objects incidental or conducive thereto ; and (b) that by its constitution the company is required to apply its profits (if any) or other income in promoting its objects and is prohibited from paying any dividend to its members, the Crown Law Officer may by licence authorize the company to change its name to a name which does not contain the word " Limited ", being a name approved by the Registrar. (3) A licence under this section may be issued on such conditions as the Crown Law Officer thinks fit, and those conditions shall be binding on the company and shall if the Crown Law Officer so directs lJe inserted in the memorandum or articles of the company and a memorandum or articles may by special resolution be altered to give effect to any such direction.

310 ss. 24, 25. CompaniesAct. 10 ELIZ. IL No. 55, (4) The company shall while the licence is in force be exempted from complying with the provisions of this Act relating to the use of the word "Limited" as any part of its name, and except where the Crown Law Officer otherwise directs the lodging of annual returns and of returns of particulars of directors, managers and secretaries and the publication of accounts. (5) A licence under this section or under any corresponding previous enactment may at any time be revoked by the Crown Law Officer and upon revocation the Registrar shall enter the word "Limited" at the end of the name of the company upon the register, and the company shall thereupon cease to enjoy the exemptions and privileges granted by reason of the licence by this Act but before a licence is so revoked the Crown Law Officer shall give to the company notice in writing of his intention and shall afford it an opportunity to be heard. R?gis~ra!i 0 n of unhm1ted 25. (1) Subject to • thi . s section ' an unlimited ooinpany as company may convert to a limited company or a company N t~ : t s e .~ d : , s1 ~ . c a . 1. bliomtihtedbybysghuaraersanatenedmgauyarcaonntveeertbtyo apacsosminpganay lsipmeictieadl ii· 8 ~:~- • resolution determining so to convert and lodging with the s.A: !: 26: Registrar for registration a copy of the resolution. W.A. 8. 27. Tas. s. 20. (2) On the lodging of the copy of the resolution the Registrar shall, subject to this Act- (a) register the copy ; (b) make such endorsements in or alterations to his registers as are necessary to record the effect of the resolution with respect to the conversion ; and (c) issue to the company a certificate of incorporation of the company altered to meet the circumstances of the case and cancel the previous certificate of incorporation of the company. (3) On issuing the certificate of incorporation the Registrar may by notice in writing served on the company dispense with the lodging by the company of any documents which had been lodged with him on the occasion of or subsequent to the incorporation of the company.

1961. CompaniesAct. ss. 25, 26. (4) The conversion shall take effect on the issue of the certificate of incorporation under subsection (2) of this section. (5) A conversion of a company pursuant to this section shall not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company and any legal proceedings that could have been continued or commenced by or against it prior to such conversion may, notwithstanding the conversion, be continued or commenced by or against it after such conversion. 311 26. (I) A public company having a share capital Cha~ge from (other than a no-liability company) may convert to a ~~:~~ ~ e~ proprietary company by lodging with the Registrar a company. copy of a special resolution- ~i~::\\_ 37• (a) determining to convert to a proprietary Qld. ss. 38• !~A. company and specifying an appropriate 8. 37. alteration to its name· ' and T W a . s A . . 8 8 . • 2 3 1 7 . • (b) altering the provisions of its memorandum or articles so far as is necessary to impose the restrictions limitations and prohibitions referred to in subsection (I) of section fifteen. (2} A proprietary company may, subject to anything Cho.n~e from contained in its memorandum or articles, convert to a ri 0 ::bi!:ry public company by lodging with the Registrar- company. (a) a copy of a special resolution determining to convert to a public company and specifying an appropriate alteration to its name; (b) a statement in lieu of prospectus; and (c) a statutory declaration in the prescribed form verifying that paragraph (b) of subsection (2) of section fifty-two has been complied with, and thereupon the restrictions limitations and prohibitions required by subsection (1) of section fifteen as embodied in the memorandum or articles of such company shall cease to form part of the memorandum or articles.

312 ss. 26, 27. Compan-ies A.ct. 10 ELIZ. IT. No. 55, (3) On compliance by a company with the provisions of either of subsection (1) and subsection (2) of this section and on the issue of a certificate of incorporation of the company altered accordingly the company shall be a proprietary company or a public company (as the case requires). (4) A conversion of a company pursuant to subsection (1) or subsection (2) of this section shall not affect the identity of the company or any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that could have been continued or commenced by or against it prior to the conversion may notwithstanding any change in the company's name or capacity in consequence of the conversion be continued or commenced by or against it after the conversion. Default in 27. (1) ·where, on the application of the Crown ~~lying Law Officer or of any member or creditor of a proprietary require- company, the Court is satisfied that default has been made mpreonptrsieatsartyo in re 1 ation to the company m · comp 1 ym · g wi · t h any o f the companies. provisions which are required under paragraphs (c) or (d) ~t~: 29· of subsection (l) of section fifteen to be included in ss. 39, 40. the memorandum or articles of a proprietary company the ~:~: :: ~~-- Court may by order, determine that, on such date as s.A. ss. 41, the Court specifies in its order, the company ceased to ~ w-.A. ss. 38, be a propri.e t ary company. 39. Ta.~. a. 22. (2) Where- (a) default has been made in relation to the company in complying ,,-ith the provisions which are required under paragraph (b) of subsection ( 1) of section fifteen to be included in the memorandum or articles of a proprietary company ; (b) a company has been convicted of an offence under subsection (7) of this section; (c) the memorandum or articles of the company have been altered so that they no longer include all the provisions required under subsection (1) of section fifteen to be included in the memorandum or articles of a proprietary company ; or

672 CompaniesAct. 10 ELIZ. II. No. 55, EIGHTH SCHEDULE-continued. (b) where an annual return or a list of members is dated between the date when any entries are made in the branch register and the date when copies of those entries are received at the registered office of the company, the particulars contained in those entries, so far as relevant to an annual return, shall be included in the next or a subsequent annual return as may be appropriate having regard to the particulars included in that return with respect to the company's register ofmembers. 8. All such particulars with respect to the persons who at the date of the return are the directors of the company and any person who at that date is a manager or secretary of the company as are by this Act required to be contained in the register of directors managers and secretaries. 9. Name and address of the auditor of the company. 10. In the case of a no-liability company particulars of- (a) the date when each call made since the date of the last return, or in the case of a first return since incorporation was payable ; (b) the dates since the last return or incorporation when shares forfeited were offered for sale and the place of offer ; (c) the number of shares sold at each sale of forfeited shares made since the date of the last return or in the case of a first return since the date of incorporation ; (d) the number of shares unsold at each offer for sale of forfeited shares made since the date of the last return or in the case of a first return since the date of incorporation ; and (e) the number of shares disposed of pursuant to subsection (3) of section three hundred and twenty-four of the Act since the date of the last return being shares withdrawn from sale or for which no bid was received. PART II. Form of Annual Return of a Company Having a Share Capital. Annual return of the Limited made up to the day of 19 [being the date of or a date not later than the fourteenth day after the date of the annual general meeting in 19 ]. The date of the annual general meeting of the company was , 19 The address of the registered office of the company is The address of the place at which the register of members is kept if other than the registered office is

1961. CompaniesAct. EIGHTH SCHEDULE-continued. Summary of Share Capital and Shares. Nominal share capital £ divided into 1 •• { shares of£ shares of£ each each Total number of shares taken up 1 to the{ day of 19 (being the date · of the return or other authorized date.) Number of shares issued subject to payment wholly in cash Number of shares issued as fully paid up " otherwise " than in cash Number of shares issued as partly paid up to the extent of per share otherwise than in cash 2 Number of shares (if any) of each class issued at a discount Total amount of discount on the issue of shares which £ has not been written off at the date of this return 3 There has been called up on each of shares, £ 3 There has been called up on each of shares, £ 3 There has been called up on each of shares, £ 4 Total amount of calls received including payments on £ application and allotment Total amount (if any) agreed to be considered as paid £ on shares which have been issued as fully paid up otherwise than in cash Total amount (if any) agreed to be considered as paid £ on shares which have been issued as partly paid up to the extent of per share otherwise than in cash Total amount of calls unpaid £ Total amount of the sums (if any) paid by way of £ commission in respect of any shares or debentures since the date of the last return Total amount of the sums (if any) allowed by way of £ discount in respect of any debentures since the date of the last return Total number of shares forfeited Total amount paid (if any) on shares forfeited £ 5 Total amount of the indebtedness of the company in £ respect of all charges which are required to be registered with the Registrar of Companies 1 Where there are shares of different kinds or amounts (e.g., Preference and Ordinary, or £10 and £5) state the numbers and nominal values separately. 2 If the shares are of different kinds, state them separately. 3 Where various amounts have been called or there are shares of different kinds, state them separately. • Include what has been received on forfeited as well as on existing shares. 5 State in respect of each charge the registered number thereof, the date of registration and the amount of indebtedness at the date of the return, 673

674 CompaniesAct. 10 ELIZ. II. No. 55, EIGHTH SCHEDVLE--r,antinued. Copy of "last audited Balance-sheet and Profit and Loss Account of the Company. Except where the company is an exempt proprietary company on the date of the return and has been an exempt proprietary company since the date of the previous return the incorporation of the company or the commencement of this Act, whichever last occurs, or is a company registered under the law of the Commonwealth relating to life insurance this return must include a copy, certified by a director or by the manager or secretary of the company to be a true copy, of the last balance-sheet and of the la.st profit and loss accow1t which have respectively been audited by the company's auditors (including every document required by law to be annexed or attached thereto) together with a copy of the report of the auditors thereon (certified as aforesaid) and if any such balance-sheet or account is in a foreign language there must also be annexed to it a translation thereof in English certified in the prescribed manner to be a correct translation. If the said last balance-shoot or account did not comply with the requirements of the law as in force at the date of the audit there must be made such additions to and corrections in the said copy as would have been required to be made therein in order to make it comply with the said requirements, and the fact that the said copy has been so amended must be stated thereon. If a company has more than one such audited balance-sheet or profit and loss account since the date of the last return, every such balance-sheet and profit and loss account must be included. Certificate to be Given by all Companie,s. A certificate in the form set out hereunder shall be given by the secretary or a director of every company and in the case of an exempt proprietary company by both a director and a secretary. Certificate. IjWe 1 after having made due inquiries certify- (a) that the provisions of Division 3 of Part V. of" The Public Curator Acts, 1915 to 1957," relating to unclaimed moneys have been complied with ; and (b) having made an inspection of the share register, that transfers hhaavvee 1 not been registered since the d ate O f tthhee iln<cuot rapnonruaatilorneotufrtnhle company ; 1 Strike out whichever is inapplica.ble.

1961. CompaniesAct. EIGHTH SCHEDULE-continued. (c) 2 that the company has not since the date of the last annual return issued 3 any invitation to the public to subscribe for any shares in or debentures of the company or to deposit moneys for fixed pariods or payable at call ; (d) 1 that the excess of members of the company above fifty (counting joint holders of shares as one person) consists wholly of persons who are in the employment of the company or of its subsidiary or persons who while previously in the employment of the company or of its subsidiary were and thereafter have continued to be members of the company ; (e) 5 that to the best of our knowledge and belief the company is an exempt proprietary company and has been an exempt proprietary company within the meaning of section five of" The Companies Act of 1961 " date of the prei·ious return 6 since the incorporation of the company 6 commencement of" The Companies Act of 1961 "; 6 (f)7 that on the day of 19 , all the members of the company agreed, pursuant to section one hundred and sixty-five of "The Companies Act of 1961," not to appoint an auditor for the financial year 19 Signature Director 8 Signature Secretary 2 Strike out this para.graph if the company is not a. proprietary company. 3 In the case of the first annual ret,urn of a. proprietary company strike out the words " la.st annual return " and substitute therefor the words " incorporation of the company." ' Strike out this para.graph except in the case of a. proprietary company whose members exceed fifty. • Strike out except in the case of an exempt proprietary company. • Strike out if not appropriate. 7 Strike out this paragraph if inapplicable. Note-This para.graph is only applicable to an !'lxempt proprietary company. 8 NoTE.-A certificate signed by the same person in the capacity of both director and secretary will not be accepted, See section 132 (5). 675

676 Compa.nies Act. 10 ELIZ. IL No. 55, EIGHTH SCHEDULE-continued. Particulars of the * Directors Managers Secretaries and Auditors of the Limited, at the date of the Annual Return. The present Christian or other name or names and surnamet Any former Christian or other name or names or surname Usual addresst Other business occupation and in the case of directors particulars of other directorships required to be shown bys. 134 (2) (c) and (3) (If none, state so) Directors Manager (if any) Secretaries Auditors for current financial year • " Director " includes any person who occupies the position of a director by whatever name called and any person in accordance with whose directions or instructions the directors of a company are accustomed to act. t In the case of a corporation its corporate name and registered or principal office should be shown. t In the case of directors the address given must be the usual residential address. See s. 134 (2) (a).

1961. CompaniesAct. EIGHTH SCHEDVLE----rontinued. List of persons holding shares in the Limited on the day of 19 (being the date of the return or other authorized date) and an account of the shares so held. NoTE.-If the names in this list are not arranged in alphabetical order, an index sufficient to enable the name of any person in the list to be readily found mui;t be annexed to this list. NoTE.-In the case of a no-liability company or a company exempted under the provisions of section one hundred and sixty of" The Companies Act of 1961," this list is not required to be supplied. Folio in Register Ledger containing Particulars Names and Addresses *Number of Shares held by existing Memberst 677 • The aggregate number of shares held, and not the distinctive numbers, must be stated, and the column must be added up throughout so as to make one total to agree with that stated in the summary to have been taken up. t When the shares are of different classes these columns may be subdivided so that the number of each class held may be shown separately. Where any shares have been converted into stock particulars of the amount of stock must be shown. No-liability Companies. Particulars as to calls and sales of forfeited shares (to be given only in the case of a no-liability company)- (a) the date when each call made since the date of the last return, or in the case of a first return since incorporation was payable ; (b) the dates since the last return or incorporation when shares forfeited were offered for sale and the place of offer ; (c) the number of shares sold at each sale of forfeited shares made since the date of the last return or in the case of a first return since the date of incorporation ; (d) the number of shares unsold at each offer for sale of forfeited shares made since the date of the last return or in the case of a first return since the date of incorporation ; and (e) the number of shares disposed of pursuant to subsection (3) of section three hundred and twenty-four of " The Companies Act of 1961," since the date of the last return, being shares withdrawn from sale or for which no bid was received. [Signature] [State whether director or manager or secretary]

678 CompaniesAct. 10 ELIZ. II. No. 55, U.K. Eighth Schedule. Vic. Ninth Schedule. Tas. Ninth Schedule. NINTH SCHEDULE (Sections 162, 341). ACCOUNTS. Profit and Loss Account. 1. There shall be shown in respect of the period of accounting- (a) the net balance of profit and loss on the company's trading; (b) income from investments in subsidiaries of the company; (c) income from other investments distinguishing between income received from any shares and debentures which are dealt in on any prescribed Stock Exchange in the Commonwealth and income received from other sources ; (d) amounts (if any) charged for depreciation or amortization on- (i) investments ; (ii) goodwill; (iii) fixed assets ; (e) the amount of interest on the company's debentures and loans of fixed term ; (f) any profit or loss arising from a sale or revaluation of fixed or intangible assets if brought into account in determining the company's profit or loss ; (g) the amounts, if material, set aside or proposed to be set aside to, or withdrawn from, reserves; (h) the amount, if material, set aside to provisions other than provisions for depreciation, renewals or diminution in value of assets or, as the case may be, the amount, if material, withdrawn from such provisions and not applied for the purposes thereof ; (i) the amounts respectively provided for redemption. of share capital and for redemption of loans; (j) provision made for payment of income tax in respect of the period of accounting ; (k) the aggregate amount ofthe dividends paid and the aggregate amount of the dividend proposed to be paid; (Z) the total of the amount paid to the directors as remuneration for their services, inclusive of all fees percentages bonuses and commissions or other emoluments paid to or receivable by them by or from the company or by or from any subsidiary of the company, and inclusive of commission pa.id or payable for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in or debentures of the company or of its holding company or any subsidiary of the company but the salaries and bonuses and comwjssions paid by way of salary of directors who are engaged in the full time employment of the company or any subsidiary of the company need not be included in this amount ; and

1961. CompaniesAct. NINTH SCHEDULE-continued. (m) the total of the amount paid to or receivable by the auditors as remuneration for their services as auditors inclusive of all fees percentages or other payments or consideration given, by or from the company or hy or from any subsidiary of the company. Ba"fance-sheet. 2. (1) There shall be shown as at the end of the period of accounting- (a) the amount of authorized capital and particulars of issued capital distinguishing between classes of shares and speci~ying by way of note to the balance-sheet any portion of the share capital which has not already been called up and which is not capable of being called up except in the event and for the purposes of the company being wound up and stating the rates of dividend, and whether participating or cumulative or both, attaching to shares other than ordinary shares, and stating amount of calls in arrear in each class ; (b) the part of the issued capital that consists of redeemable preference shares, the date on or before which these shares are, or are liable, to be redeemed, and the earliest date on which the company has power to redeem those shares, and i)he amount of the premium (if any) at which those shares are redeemable ; (c) so far as the information is not given in the profit and loss ac1,ount, any share capital on which interest has been paid out of capital during the financial year, and the rate at wllich interest has been so paid ; (d) the amount of the share premium account; (e) particulars of any redeemed debentures which the company has power to re-issue ; (!) under separate headings, so far as they are not written off- (i) the preliminary expenses; (ii) any expenses incurred in connection with any issue of shares or debentures; (iii) any sums paid by way of commission in respect of any shares or debentures; (iv) any sums allowed by way of discount in respect of any debentures ; (v) the amount of the discount allowed on any issue of shares at a discount; and (vi) if the amount of the goodwill and of any patents and trade marks or part of that amount is shown as a separate item in or is otherwise ascertainable from 679

680 CompaniesAct. 10 ELrz. II. No. 55, NINTH SCHEDVLE--continued. the books of the company, or from any contract for the sale or purchase of any property to be acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the conveyance of any such property-the said amount so shown or ascertained ; (g) the reserves provisions liabilities fixed assets and current assets classified separately under headings appropriate to the company's business showing separately the provision for taxation and stating the method used to arrive at the amount of assets under each heading but--- (i) where the amount of any class is not material, it may be included under the same heading as some other class ; and (ii) where any assets of one class are not separable from assets of another class, those assets may be included under the same heading ; (h) under separate headings, stating the method used to arrive at the amount of the investments under each heading- (i) investments in Government municipal and other public debentures stock or bonds; (ii) investments in subsidiaries of the company; (iii) investments in companies (not being subsidiaries of the company) the shares in or debentures of which a.re dealt in on any prescribed stock exchange in the Commonwealth or elsewhere ; and (iv) investments in any other companies; (i) under separate headings- (i) amounts owing by subsidiaries of the company; (ii) trade debts and bills receivable (other than amounts owing by subsidiaries of the company) ; (iii) the amount outstanding of any loan made guaranteed or secured by the company, being a loan made to a director of the company or of a company which is deemed by virtue of subsection (5) of section six to be related to the company, or a loan made to another company in which a director of the company or of a company which is so deemed to be related to the company owns a controlling interest; (iv) other debts owing to the company, and where any amounts or debts shown under such a heading include any sums which consist of or are in the nature of interest accommodation charges service charges maintenance charges or insurance premiums those sums shall except to the extent that they have become due and payable and have been demanded be shown as a deduction from the amounts or debts shown under that heading; (j) balance of profit and loss account ;

1961. CompaniesAct. NINTH SCHEDULE-continued. (k) debentures (showing separately amounts that are redeemable not later than twelve months after the date to which the accounts are made up and amounts that are redeemable later than twelve months after that date) ; (l) liabilities (other than debentures bank loans and overdrafts) secured by any charge on the assets whether registered or not (showing separately the aggregate of the amounts that are payable not later than twelve months after the date to which the accounts are made up and the aggregate of the amounts that are payable later than twelve months after that date) ; (m) bank loans and overdrafts; (n) amounts borrowed without security (showing separately the aggregate of the amounts that are repayable not later than twelve months after the date to which the accounts are made up and the aggregate of the amounts that are repayable later than twelve months after that date); (o) amounts owing to subsidiaries of the company ; (p) amounts owing to trade creditors (other than amounts owing to subsidiaries of the company) ; (q) other amounts owing by the company ; (r) under separate headings (to be stated by way of note if not otherwise shown)- (i) contingent liabilities unsecured ; (ii) contingent liabilities secured upon the company's assets; and (iii) where practicable, the aggregate amount, if it is material, of contracts for capital expenditure, so far as that amount has not been provided for ; and (s) arrears of dividends on preference shares. (2) For the purposes of this clause, where more than one method is used to arrive at any amount shown in the balance-sheet, there shall be shown in the balance-sheet a separate total in respect of each of the methods so used. (3) In the case of a no-liability company, the balance-sheet shall show, in addition to the matters required by the foregoing provisions of this clause to be shown- (a) the total number of shares forfeited; and (b) the number of shares forfeited in. respect of each caU and amount of each of those calls. 3. (1) The method of arriving at the amount of any investment or fixed asset shall, subject to subclause (2) of this clause, be to take the difference between- (a) its cost or, if it stands in the company's books at a valuation other than cost, the amount of the valuation; and (b) the aggregate amount provided or written off since the date of acquisition or valuation as the case may" be, for depreciation or diminution in value. 681

682 CompaniesAct. 10 ELrz. 11. No. 55, NINTH SCHEDULE-continued. (2) For the purposes of this clause the net amount at which any a,;sets stand in the company's books at the commencement of this Act (after deduction of the amounts previously provided or W!"itten off for depreciation or diminution in value) shall, if the figures relating to the period before the commencement of this Act cannot be obtained without unreasonable expense or delay, be treated as if it were the amount of the valuation of those assets made at the commencement of this Act, and where any of those assets are sold, the.said net amount less the amount of the sales shall be treated as if it were the amount of a valuation so made of the remaining assets. (3) Subclause (1) of this clause shall not apply- (a) to assets for which the figures relating to the period beginning with the commencement of this Act cannot be obtained without unreasonable expense or delay ; or (b) to assets the replacement of which is provided for wholly or partly- (i) by making provi~ion for renewals and charging the cost of replacement against the provision so made ; or (ii) by charging the cost of replacement direct to revenue ; or (c) to any investments of which the market value (or, in the case of investment.snot having a market value, their value as estimated by the directors) is shown eithe: as the amount of the investments or by way of note ; or (d) to goodwiH, patents or trade marks. (4) For the assets under each heading whose amount is arrived at in accordance with subclause (1) of this clause, there shall be shown- (a) the aggregate of the amounts referred to in paragraph (a) of that subclause ; and (b) the aggregate of the amounts referred to in paragraph (b) thereof. (5) As respects the assets under each heading whose amount is not arrived at in accordance with subclause (1) of this clause because their replacement is provided for as mentioned in paragraph (b) of subclause (3) of this clause, there shall be stated- (a) the means by which their replacement is provided for; and (b) the aggregate amount of the provisions (if any) made for renewals and not used. Holding and Subsidiary Companies. 4. (1) There shall be annexed to the profit and loss account of every holding company- (a) a separate profit and loss account for each subsidiary of the company ; or (b) a consolidated profit and loss account of the holding company and of its subsidiaries eliminating all inter-eompany ti-ansactions.

1961. CompaniesAct. NINTH SCHEDULE-continued. (2) There shall be clearly stated (by way of note or otherwise) either in the profit and loss account of the holding company or in any document annexed thereto pursuant to subclause (1) of this clause the name and place of incorporation of each subsidiary to which that profit and loss account or other document relates. (3) There shall be annexed to the balance-sheet of every holding company- (a) a balance-sheet of each subsidiary of the company; or (b) a consolidated balance-sheet of the holding company and of its subsidiaries eliminating all inter-company balances. (4) Such profit and loss accounts and balance-sheets shall be in the same form as the profit and loss account and balance-sheet of the holding company and shall be accompanied by the auditor's report thereon. (5) In the case of a subsidiary company incorporated outside the State whether it has or has not established a place of business in the State, it shall be sufficient if the separate profit and loss account or balance-sheet (as the case requires) of such subsidiary company is in such form and is so reported upon by auditors and contains such particulars and includes such documents (if any) as the company is required to make out and lay before the company in general meeting by tb.e law for the time being applicable to such company in the place where it is incorporated. (6) If the auditor's report on the balance-sheet or profit and loss account of a subsidiary company is qualified in any way, the separate balance-sheet of the subsidiary company or the consolidated balance- sheet of the holding company (as the case may be) shall contain particulars of the manner in which the report is qualified. (7) This clause shall not apply to a subsidiary which would not be a subsidiary but for the operation of subparagraphs (i) and (ii) of paragraph (a) of subsection (1) of section six. General. 5. (1) AH amounts shown in profit and loss accounts and balance-sheets shall be quoted in Australian currency, and not otherwise. (2j Except in the case of the first balance-sheet or profit and loss account laid before the company after the commencement of this Act, there shall be shown in every balance-sheet and profit and loss account the corresponding amounts at the end of the immediately preceding financial year for all items shown in the balance-sheet or profit and loss account. (3) Every profit and loss account or balance-sheet shall state by way of note- (a) if any conversion into Australian currency has been made for the purposes of the profit and loss account and balance-sheet the basis of the conversion of the other currency into Australian currency ; and (b) the aggregate quoted market value of any investment of a kind referred to in paragraph (h) of subclause (1) of 'J!ause 2 of this Schedule. 683

684 CompaniesAct. 10 ELrz. II. No. 55, TENTH SCHEDULE (Section 184). PART A. Requirements with which Take-over Offers to Comply. 1. The offer shall be dated and shall be dispatched to the offeree within three days of its date and shall state that, except in so far as it and all other take-over offers made under the take-over scheme may be totally withdrawn and every person released from any obligation incurred thereunder, it will remain open for acceptance by the offeree for at least one month from that date. 2. The offer shall not be conditional upon the offeree approving or consenting to any payment or other benefit being made or given to any director of the offeree corporation or any corporation which is deemed by virtue of subsection (5) of section six to be related to that corporation as compensation for loss of office or as consideration for, or in connection with, his retirement from office. 3. The offer shall state- (a) whether or not the offer is conditional upon acceptances of offers made under the take-over scheme being received in respect of a minimum number of shares and, if so, that number; (b) if the shares are to be acquired in whole or in part for cash, the period within which payment will be made and the method of payment ; and (c) if the shares are to be acquired for a consideration other than cash, the period within which the offeree will receive that consideration. 4. Where the offer is conditional upon acceptances in respect. of a minimum number of shares being received, the offer shall specify- (a) a date as the latest date on which the offeror corporation can declare the offer to have become free from that condition ; and (b) a further period of not less than seven days during which the offer will remain open for acceptance. PART B. Requirements with which Statement Given by Offeror Corporation to Comply. 1. The statement shall- (a) specify the names, descriptions and addresses of all the directors of the offeror corporation ; (b) contain a summary of the principal activities of the offeror corporation ; (c) specify the number and de!'<cription and amount of marketable securities in the offeree corporation held by or on behalf of the offeror corporation, or if none are so held contain a statement to that effect ; and

1961. CompaniesAct. TENTH SCHEDULE-continued. (d) if the shares are to be acquired for a consideration other than wholly in cash- (i) set out the reports which, if the statement were a prospectus issued on the date on which notice of the take-over scheme is given to the offeree corporation, would be required t,o be set out in it under paragraphs 20 and 23 in Part II of the Fifth Schedule; and (ii) specify details of any alterations in the capital structure of the offeror corporation or of any subsidiary of that corporation during the period of five years immediately preceding the date on which notice of the take-over scheme is given to the offeree corporation and particula.rs of the source of any increase in capital. 2. The statement shall contain particulars of any restriction on the right to transfer the shares to which the take-over scheme relates contained in the memorandum or articles or other instrument constituting or defining the constitution of the offeree corporation which has the effect of requiring the holders of the shares, before transferring them, to offer them for purchase to members of the offeree corporation or to any other person and, if there is any such restriction, _the arrangements, if any, being made to enable the shares to be transferred in pursuance of the take-over scheme. 3. If the consideration for the acquisition of shares under the take-over scheme is to be satisfied in whole or in part by the payment of cash, the statement shall contain details of the arrangements that have been, or will be, made to secure payment of the cash consideration and, if no snch arrangements have been or will be made, shall contain a statement to that effect. 4, The statement shall set out- (a) whether or not it is proposed in connection with the take-ov~r scheme that any payment or other benefit shall be made or given to any director of the offeree corporation or of any corporation which is by subsection (5) of section six deemed to be related to that corporation as compensation for loss of office or as consideration for, or in connection with, his retirement Irom office, and if so, particulars of the proposed payment or benefit in respect ot each such director ; (b) whether or not there is any other agreement, or arrangement made between the offeror corpor3:tion and any of the directors of the offeree corporation in connection with or conditional. upon the outcome of the scheme, and if so, particulars of any such agreement or arrangement ; (c) whether or not there has been v:ithin the knowledge of the offeror corporation any material change in the financial position of the offeree corporation since the date of the last balance-sheet laid before the corporation in general meeting, and if so, particuiars of any such change ; and 23 685

686 CompaniesAct. 10 ELIZ. II. No. 55, TENTH SCHEDULE-continued. (d) whether or not there is any agreement or arrangement whereby any shares acquired by the offeror corporation in pursuance of the scheme will or may be transferred to any other person and, if so- (i) the names of tba persons who are a party to the agreement or arrangement and the number, description and amount of the shares which will or may be so transferred ; and (ii) the number, if any, and description and amount of shares of the offeree corporation held by or on behalf of each of these persons, or if no such shares are so held, a statement to that effect. 5. The succeeding provisions of this Part of this Schedule apply only where the consideration to be offered in exchange for shares of the offeree corporation consists in whole or in part of marketable securities issued or to be issued by the offeror corporation or by any other corporation. 6. Where the marketable securities are listed on or dealt in on a Stock Exchange, the statement shall state this fact and specify the Stock Exchanges concerned. and specify- (a) the latest available market sale price prior to the date on which notice of t-he take-over scheme is given to the offeree corporation ; (b) the highest and loweflt market sale price during the three months immediately preceding that date and the respective dates of the relevant sales ; and (c) where the take-over scheme has been the subject of a public announcement in newspapers or by any other means prior to notice of the scheme being given to the offeree corporation, the latest market sale price immediately prior to the public announcement. 7. Where the securities are listed on or dealt in on more than one Stock Exchange, it is sufficient compliance with paragraph (a) of clause 6 if information with respect to the securities is given in relation to the Stock Exchange at which there have been the greatest number of recorded dealings in the securities in the three months immediately preceding the date on which notice of the take- over scheme is given to the offeree corporation. 8. Where the take-over scheme relates to securities which are not listed on or dealt in on a Stock Exchange, the statement shall contain all the information which the offeror corporation may have as to the number, amount and price at which the securities have been sold in the three months immediately preceding the date on which notice of the scheme is given to the offeree corporation and, if the offeror corporation has no such information, a statement to that effect.

1961. Compan-ies Act. TENTH SCHEDULE-continued. PART C. Requirements with which Statement Given by Offeree Corpomtion to Comply. 1. The statement shall indicate- (a) whether or not the board of directors of the offeree corporation recommends to shareholders the acceptance of take-over offers made, or to be made, by the offeror corporation under the take-over scheme ; or (b) that the board of directors of the offeree corporation does not desire to make a recommendation or considers itself not justified in making a recommendation. 2. The statement shall set out- (a) the number, de,wription and amount of marketable securities in the offeree corporation held by or on behalf of each director of that corporation or, in the case of a director where none are so held, that fact ; (b) in respect of each such director of the cfferee corporation by whom, or on whose behalf, shares to which the take-over scheme relates are held- (i) whether or not the present, intention of the director is to accept any take-over offer that may be made in pursuance of the take-over scheme in respect of those shares ; or (ii) that the director has not deeided whether he will accept such a take-over offer. (c) whether or not any marketable securities of the offcror corporation are held by, or on behalf of, any director of the offeree corporation and, if so, the number, description and amount of the marketable securities so held ; (d) whether or not it is proposed in connection with the take-over scheme that any payment or other benefit shall be made or given to any director of the offeree corporation or of any other corporation which is by virtue of subsection (5) of section six deemed to be related to that corporation as compensation for loss of office or as consideration for, or in connection with, his retirement from office and, if so, particulars of the proposed payment or benefit; (e) wheth8r or not there is any other agreement or arrangement made between any director of the offeree corporation and any other person in connection with or conditional upon the outcome of the take-over scheme and, if so, particulars of any such agreement or arrangement ; (f) whether or not any director of the offeree corporation has any interest in any contract entered into by the offeror corporation and, if so, particulat8 of the nature and extent of such interest ; 687

688 CompaniesAct. 10 ELIZ. II. No. 55, 1961._ TENTH SCHEDULE-continued. (g) if the shares to which the scheme relates are not listed on or dealt in on a Stock Exchange, all the information which the offeree corporation may have as to the number, a.mount and price at which any such shares have been sold in the six months preceding the date on ·which notice of the take-over scheme was given to the offeree corporation ; and (h) whether or not there has been any material change in the financial position of the offeree corporation since the date of the last balance-sheet laid before the corporation in general meeting and, if so, particulars of such change.