said by-law and makes application for the redemption CHAP. 182 of any debenture of the company held by him shall be entitled to have such debenture redeemed according to its terms on the first interest date following the receipt by the company of the said notice, and the company shall on the said interest date redeem the said debenture.

Notice of with

(3) All deposits of money received by the company drawal of deunder the provisions of this section on and after the first posits. day of January A. D., 1924, shall be, and be deemed to have been, received on the condition that the company shall have the right to require at least thirty days' notice for the withdrawal of the amount so deposited or any portion thereof.

(4) On and after the first day of January, A. D. 1924, Company to the company shall at all times maintain:

(a) cash on deposit in chartered banks in Canada or in joint stock banks of Great Britain; or

(b) securities of or guaranteed by the Government of Canada, or of or guaranteed by any province of Canada or of or guaranteed by the United Kingdom; or of any municipal or school corporation in Canada;

or,

(c) loans payable on demand and fully secured by such securities; or,

(d) a credit from chartered banks in Canada or from joint stock banks of Great Britain, subject to conditions approved by the superintendent, to an aggregate amount of at least twenty per cent of the amount of money deposited with the company. 1923, c. 66, s. 5.

maintain cash on deposit, etc

ment guaran

59. All moneys of which the repayment of the principal Moneys, repayor payment of interest is guaranteed by the company shall teed deemed be deemed to be money borrowed by the company. 1922, money. c. 4, s. 59.

borrowed

stock, issue and

60. (1) The directors of the company may, with the Debenture consent of the shareholders at a special general meeting, transfer of. duly called for the purpose, create and issue debenture stock in sterling or currency in such amounts and manner, on such terms and bearing such rate of interest as the directors from time to time think proper.

(2) Debenture stock shall be treated and considered as part of the ordinary debenture debt of the company.

(3) Debenture stock shall rank equally with the ordinary debenture and deposit debt of the company, and no greater rights or privileges shall be conferred upon holders of debenture stock in respect thereof than are held or enjoyed by depositors or holders of ordinary debentures of the company.

CHAP. 182 (4) Debenture stock shall be transferable in such amounts and in such manner as the directors determine. (5) Holders of ordinary debentures of the company may, with the consent of the directors, at any time exchange such debenture for debenture stock.

Liabilities to the public.

Annual ment.

Form.

state

Extension of time.

(6) The company having issued debenture stock may from time to time as it thinks fit for the interest of the company, but only with the consent of the holders thereof, buy up and cancel the debenture stock or any portion thereof. (7) All transfers of debenture stock of the company shall be registered at the head office of the company and not elsewhere, but the said transfers may be left with such agent or agents in the United Kingdom or elsewhere as the company appoints for that purpose, for transmission to the company's head office for registration. 1922, c. 4, s. 60.

LIABILITIES TO THE PUBLIC.

61. (1) The aggregate of the sums of money borrowed by the company shall not exceed four times the combined amounts of its then actually paid-up and unimpaired capital stock and reserve; provided that the amount of cash on hand or deposited in chartered banks in Canada belonging to the company shall be deducted from such aggregate for the purposes of this section.

(2) Debenture stock issued by the company shall be included in such aggregate. 1922, c. 4, s. 61.

ANNUAL STATEMENT.

62. (1) The company shall on or before the first day of March in each year, prepare and transmit by registered post to the Minister a statement setting forth as of the thirty-first day of December preceding the capital stock of the company, the portion thereof paid up, a list of the company shareholders, the assets and liabilities of the company the amount and nature of the investments made by the company, both on its own behalf and on behalf of others, and such other information as the Minister from time to time whether in the case of companies generally or in the case of the company in particular requires.

(2) The statement shall be in such form and verified in such manner by such officers and employees of the company as the Minister prescribes.

(3) Where the financial year of a company does not close on the thirty-first day of December the Minister may give permission to such company to transmit such statement within two months after the close of its financial year. 1922, c. 4, s. 62.

INSPECTION.

CHAP. 182

point superin

63. (1) The Minister shall from time to time appoint Minister to apand cause a person (in this Chapter called the superintend- tendent. ent) to visit at least once in each year the head office of each company required by this Chapter to make returns to the Minister, and to examine carefully the statements of the conditions and affairs of each company, and report thereon to the Minister as to all matters requiring his attention and decision.

submit state

facilitate in

(2) For the purpose of such examination the company Company to shall prepare and submit to the superintendent such state-ments and ment or statements with respect to the business, finances spection. or other affairs of the company, in addition to that mentioned in the last preceding section, as the superintendent may require, and the officers, agents and servants of the company shall cause their books to be open for inspection, and shall otherwise facilitate such examination so far as it is in their power.

ent may ex

(3) The superintendent may examine under oath the Superintendofficers, agents or servants of the company for the purpose amine under of obtaining any information which he deems necessary for the purpose of such examination.

oath.

ent to make

(4) The superintendent shall also prepare for the Min-Superintendister from the said statements, an annual report, showing annual report. the full particulars of each company's business. 1922, c. 4,

6. 63.

pany's assets

64. (1) If as the result of the examination as afore- Where comsaid of any company the superintendent believes that the Insufficient. assets of the company are insufficient to justify its continuance in business, he shall make a special report to the Minister on the condition of such company.

(2) If the Minister, after a reasonable time has been given to tht company to be heard by him, and upon such further enquiry and investigation as he sees fit-to make, agrees with the opinion of the superintendent, he may suspend or cancel the certificate of the company, and the company shall thereupon cease to transact further business; provided, however, that the Minister may, during such suspension or cancellation, issue such conditional certificate as he may deem to be necessary for the protection of the public.

(3) If the Minister deems it advisable, the said conditional certificate may provide that the company shall, during the continuance of such conditional certificate, arrange for the sale of its assets and for the transfer of its liabilities to some other company under the provisions of Section 83 of this Chapter.

(4) If upon the expiration of the conditional certificate no arrangement satisfactory to the Minister has been made.

CHAP. 182 for such sale and transfer, and if the company's condition is not then such as to warrant the restoration of the company's certificate, the company shall be deemed to be insolvent. 1922, c. 4, s. 64.

of superintend

thereunder.

Annual report 65. (1) In his annual report prepared for the Minister ent and powers under the provisions of Section 63 of this Chapter, the superintendent shall allow as assets only such of the investments of the several companies as are authorized by this Chapter, or by their Acts of incorporation, or by the general Acts applicable to such investments.

(2) In his said report the superintendent shall make all the necessary corrections in the annual statements made by the companies as herein provided, and shall be at liberty to increase or diminish the assets or liabilities of such companies to the true and correct amounts thereof as ascertained by him in the examination of their affairs at the head office thereof, or otherwise.

(3) The superintendent may request any company to dispose of and realize any of its investments acquired after the passing of this Chapter and not authorized by this Chapter, and the company shall within sixty days after receiving such request absolutely dispose of, and realize the said investments, and if the amount realized therefrom falls below the amount paid by the company for the said investments the directors of the company shall be jointly and severally liable for the payment to the company of the amount of the deficiency; provided that if any director present when any such investment is authorized does forthwith or if any director then absent does, within twentyfour hours after he becomes aware of such investment and is able to do so, enter on the minutes of the board of directors his protest against the same, and within eight days. thereafter gives notice of his protest by registered letter to the superintendent, such director may thereby, and not otherwise, exonerate himself from such liability.

(4) An appeal shall lie from the ruling of the superintendent as to the admissibility of any asset not allowed by him or as to any item or amount so added to liabilities or as to any correction or alteration made in any statement or as to any other matter arising in the carrying out of the provisions of this Chapter to the Governor-in-Council, who shall have power to make all necessary rules for the conduct of appeals under this section.

(5) For the purpose of such appeal, the superintendent shall, at the request of the company interested, give a certificate in writing setting forth the ruling appealed from, and the reasons therefor, which ruling shall, however, be binding upon the company unless the company shall within fifteen days after notice of such ruling serve upon the superintendent notice of its intention to appeal therefrom,

setting forth the grounds of appeal, and within fifteen days CHAP. 182 thereafter file its appeal with the clerk of the executive council, and with due diligence prosecute the same, in which case action on such ruling shall be suspended until the Governor-in-Council has rendered judgment thereon. 1923, c. 66, s. 6.

of real estate

tion considered

66. If upon the examination of the assets of any com- Appraisement pany it appears to the superintendent, or if he has any where valua reason to suppose that the value placed by the company tonigh upon the real estate owned by it or any parcel thereof is too great, he may either require such company to procure an appraisement of such real estate by one or more competent valuators, or may himself procure such appraisement at the company's expense, and the appraised value if it varies materially from the return made by the company may be substituted in the annual report prepared for the Minister by the superintendent. If, upon such examination, it appears to the superintendent, or if he has any reason to suppose that the amount secured by mortgage upon any parcel of real estate, together with the interest due and accrued thereon, is greater than the value of such parcel or that such parcel is not sufficient security for such loan and interest, he may in like manner require the company to procure an appraisement thereof or may himself at the company's expense procure such appraisement, and if from the appraised value it appears that such parcel of real estate is not adequate security for the loan and interest, he may write off such loan and interest a sum sufficient to reduce the same to such an amount as may fairly be realizable from such security, in no case to exceed such appraised value, and may insert such reduced amount in his said annual report. 1923, c. 66, s. 6.

REAL ESTATE.

and hold real

67. The company may acquire and hold absolutely May acquire for its own use and benefit such real property as is necessary property. for its actual use and occupation and the management of its business, and not more than thirty-five per cent of the company's unimpaired paid-up capital and reserve may be laid out or expended for this purpose. 1922, c. 4, s. 65.

tate acquired

68. (1) The company may also hold real estate where real eswhich having been mortgaged to it is acquired by it for the for protection protection of its investments, and may from time to time of investment. sell, mortgage, lease or otherwise dispose thereof.

may not be

seven

(2) No parcel of land or interest therein at any time Acquired land acquired by the company and not required for its actual held beyond use and occupation or held by way of security shall be held years by the company or by any trustee on its behalf for a longer period than seven years after the acquisition thereof, but