« EelmineJätka »
Report of inspectors to be evidence.
COMPANIES ACT, 1862.
document hereby required to be produced to such inspectors, or to answer any question, as they would have incurred if such inspector had been appointed by the Board of Trade.
LXI. A copy of the report of any inspectors appointed under this Act, authenticated by the seal of the company into whose affairs they have made inspection, shall be admissible in any legal proceeding, as evidence of the opinion of the inspectors in relation to any matter contained in such report.
notices on company.
Rules as to notices by letter.
LXII. Any summons notice order or other document required to be served upon the company may be served by leaving the same, or sending it through the post in a pre-paid letter addressed to the company, at their registered office.
See Part II. of this App., rule 3, as to service of winding up petition.
LXIII. Any document to be served by post on the company shall be posted in such time as to admit of its being delivered in the due course of delivery within the period (if any) prescribed for the service thereof; and in proving service of such document it shall be sufficient to prove that such document was properly directed, and that it was put as a prepaid letter into the Post-office.
PART III.-Management of Companies.
LXIV. Any summons, notice, order, or proceeding Authentica requiring authentication by the company, may be notices of signed by any director, secretary, or other authorized officer of the company, and need not be under the common seal of the company, and the same may be in writing or in print, or partly in writing and partly in print.
As to these sections see p. 169.
LXV. All offences under this Act made punishable Recovery of by any penalty may be prosecuted summarily before two or more justices, as to England, in manner directed by an Act passed in the session holden in the eleventh and twelfth years of the reign of Her Majesty Queen Victoria, chapter forty-three, intituled "An Act to Facilitate the Performance of the Duties of Justices of the Peace out of Sessions within England and Wales with respect to Summary Convictions and Orders," or any Act amending the same; and as to Scotland, before two or more justices or the sheriff of the county in manner directed by the Act passed in the session of Parliament holden in the seventeenth and eighteenth years of the reign of Her Majesty Queen Victoria, chapter one hundred and four, intituled "An Act to Amend and Consolidate the Acts relating to Merchant Shipping," or any Act amending the same, as regards offences in Scotland against that Act, not being offences by that Act described as felonies or misdemeanors; and
Application of penalties.
COMPANIES ACT, 1862.
as to Ireland, in manner directed by the Act passed in the session holden in the fourteenth and fifteenth ycars of the reign of Her Majesty Queen Victoria, chapter ninety-three, intituled "An Act to Consolidate and Amend the Acts regulating the Proceedings of Petty Sessions and the Duties of Justices of the Peace out of Quarter Sessions in Ireland," or any Act amending the same.
LXVI. The justices or sheriff imposing any penalty under this Act may direct the whole or any part thereof to be applied in or towards payment of the costs of the proceedings, or in or towards the rewarding the person upon whose information or at whose suit such penalty has been recovered; and, subject to such direction, all penalties shall be paid into the receipt of Her Majesty's Exchequer, in such manner as the Treasury may direct, and shall be carried to and form part of the consolidated fund of the United Kingdom.
See p. 170.
LXVII. Every company under this Act shall cause at meetings. minutes of all resolutions and proceedings of general meetings of the company, and of the directors or managers of the company in cases where there are directors or managers, to be duly entered in books to be from time to time provided for the purpose; and any such minute as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting shall be received as evidence in all legal proceedings; and until the con
PART III.-Management of Companies.
trary is proved, every general meeting of the company or meeting of directors or managers in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings bad, to have been duly passed and had, and all appointments of directors managers or liquidators shall be deemed to be valid, and all acts done by such directors, managers or liquidators shall be valid notwithstanding any defect that may afterwards be discovered in their appointments or qualifications.
The words " or by the chairman of the next succeeding meeting," were introduced to meet a difficulty which would otherwise frequently arise in practice. See Cornwall Great Mining Co. v. Bennet, 5 H. & N. 423; 6 Jur. N. S. 539. Minute signed after proceedings taken to wind up company held primâ facie evidence. Roney's case, 10 Jur. N. S. 790, 812, 33 L. J., Ch. 731. See also Lane's case, 1 De G. J. & S. 504; 10 Jur. N. S. 25; 33 L. J., Ch. 84.
But the section is not intended to give validity to the proceedings of a liquidator after his appointment has been shown to be invalid. Bridport Old Brewery Co. 2 Ch. 191.
For proceedings at general meetings see Table A, articles 35-43.
LXVIII. In the case of companies under this Act, and Jurisdiction engaged in working mines within and subject to the Warden of jurisdiction of the Stannaries, the Court of the ViceWarden of the Stannaries shall have and exercise the like jurisdiction and powers, as well on the common law as on the equity side thereof, which it now possesses by custom usage or statute in the case of unincorporated companies, but only so far as such jurisdic
COMPANIES ACT, 1862.
tion or powers are consistent with the provisions of this Act and with the constitution of companies as prescribed or required by this Act; and for the purpose of giving fuller effect to such jurisdiction in all actions suits or legal proceedings instituted in the said court, in causes or matters whereof the court has cognizance, all process issuing out of the same and all orders rules demands notices warrants and summonses required or authorized by the practice of the court to be served on any company whether registered or not registered, or any member or contributory thereof, on any officer agent director manager or servant thereof, may be served in any part of England, without any special order of the Vice-Warden for that purpose, or by such special order may be served in any part of the United Kingdom of Great Britain and Ireland or in the adjacent islands parcel of the dominious of the Crown, on such terms and conditions as the Court shall think fit; and all decrees orders and judgments of the said Court made or pronounced in such causes or matters may be enforced in the same manner in which decrees orders and judgments of the Court may now by law be enforced, whether within or beyond the local limits of the Stannaries; and the seal of the said Court and the signature of the registrar thereof shall be judicially noticed by all other Courts and judges in England, and shall require no other proof than the production thereof: the registrar of the said Court or the assistant registrar in making sales under any decree or order of the Court, shall be entitled to the same privilege of selling by auction or competition