Audit of Accounts.

the company, and shall be entitled to require from the directors Part VII. and officers of the company such information and explanation as may be necessary for the performance of his duties.

Sec. 27 of 1901, No. 58.

of 1900. Buckley, p. 728, et seq.

(2) The auditors shall sign a certificate at the foot of the Sec. 23 E. Act balance-sheet stating whether or not all their requirements as auditors have been complied with, and shall make a report to the members on the accounts examined by them and on every balance-sheet laid before the company in general meeting during their tenure of office.

Gore-Browne, p. 183, et seq Palmer, p.

650, et seq.

(3) In every such report the auditors shall state whether, in p. 280. their opinion, the balance-sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the company's affairs as shown by the books of the company; and such report shall be read before the company in general meeting.

office is

appointed.

136. In any case where the Audit Office is appointed by Where audit the Colonial Secretary under Section 133 hereof to be the auditor of a company the Audit Office shall have, in respect of such company, its accounts, and all persons dealing with its moneys, the same powers as if the company were a local authority within the meaning of Sec. 6 of "The Public Revenues Act, 1892."

Special Audit.

accounts of

137. The Governor, from time to time, on the application- Audit of
(a) Of a majority in number representing two-thirds in companies.
value of the shareholders of any limited company or Sec. 2 of
company limited by guarantee; or

(b) Of a majority in number of the shareholders of any

unlimited company,

shall order the accounts of such company to be audited by the Audit Office: and, if so required by the applicants, shall order a valuation to be made of the assets of the company.

1894, No. 15.

audit office.

Sec. 3 of 1894,

138. (1) Where any such order has been made it shall be Powers of the duty of all officers and agents of the company to produce for the examination of the Audit officer appointed to inspect No. 15. the accounts of any company all books and documents in their custody or power.

(2) Any such Audit officer may examine on oath the officers and agents of the company as to its business, and may administer such oath accordingly.

(3) Every officer or agent of the company who refuses to

Audit of Accounts and Inspection.

Part VII. produce any such book or document, or to answer any question relating to the affairs of the company, is liable for each offence to a fine not exceeding fifty pounds, or to imprisonment for a term not exceeding three months.

Expenses of audit to be paid by company.

(4) Upon the conclusion of the examination the Audit Office shall report to the directors of the company, who shall place such report before the shareholders of the company at its next meeting, and in case the directors fail so to do they shall severally be liable to a fine not excecding fifty pounds, to be recovered in a summary manner on the prosecution of any shareholder of the company.

139. (1) The costs and expenses of any such audit, or of any such audit and valuation, as aforesaid shall be according to the scale fixed by the Governor in Council for the audit of Sec. 4 of 1894, the accounts of local bodies.

No. 15.

(2) Such costs and expenses shall be borne by the company, and shall be paid out of its assets into the Public Account and form part of the Consolidated Fund.

(3) If the company fails to pay such costs and expenses the Audit Office shall cause the same to be recovered as a debt due to the Crown in any Court of competent jurisdiction.

Inspection of Affairs of Company.

140. The Court may appoint one or more competent inspectors to inquire into the affairs of any company, and to report thereon in such manner as the Court directs, upon application as follows, that is to say,

(a) In the case of a company having a capital divided into shares, upon the application of members holding not less than one-fifth part of the whole shares of the company for the time being issued.

(b) In the case of a company not having a capital divided into shares, upon the application of members being in number not less than one-fifth of the whole number of persons for the time being entered in the register of the company as members.

141. The application shall be supported by such evidence as the Court requires, for the purpose of showing that the applicants have good reason for requiring such inquiry to be made, and that they are not actuated by malicious motives in insti

Inspection of Affairs of Company.

142. The Court may also require the applicants to give Part VII. security for payment of the costs of the inquiry before appointing an inspector.

143. (1) It shall be the duty of all officers and agents of the company to produce for examination by the inspector all books and documents in their custody or power.

(2) An inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oaths accordingly.

(3) If any officer or agent refuses to produce any such book or document, or to answer any question relating to the affairs of the company, he shall be liable to a fine not exceeding five pounds in respect of each offence.

Security for costs may be required.

Inspection of books and ex

amination of
officers.

Sec. 92 of
Sec. 58 E. Act.

1882, No. 35.

of 1862.

(4) Upon the conclusion of the inquiry the inspector shall Report of report his opinion to the Court.

result of inquiry.

(5) Such report shall be written or printed, as the Court Sec. 93 of directs.

1882, No. 35. Sec. 59 E. Act

(6) A copy shall be forwarded by the Registrar of the Court of 1862. to the registered office of the company, and a further copy shall, at the request of the members upon whose application the inquiry was made, be delivered to them or to any one or more of them for the use of all such members.

(7) All expenses of and incidental to any such inquiry as aforesaid shall be defrayed by the members upon whose application the inquiry was made, unless the Court directs the same to be paid out of the assets of the company, which it is hereby authorised to do.

144. (1) Any company may, by special resolution, appoint one or more inspectors for the purpose of examining into the affairs of the company.

(2) The inspector so appointed shall have the same powers and perform the same duties as inspectors appointed by the Court, save only that instead of making his report to the Court he shall make the same in such manner and to such persons as the company in general meeting directs: and the officers and agents of the company shall incur the same penalties in case of refusal to produce any book or document hereby required to be produced to such inspector, or to answer any question, as they would incur if such inspector had been appointed by the Court.

Power of company to appoint inspectors.

Sec. 94 of
Sec. 60 E. Act
of 1862.

1882, No. 35.

Part VII.

Report of

Contracts by Company.

145. A copy of the report of the inspector, authenticated by the seal of the company into whose affairs he has made inspector to be inquiry, shall be admissable in any legal proceeding as evidence of the opinion of the inspector as to any matter contained in such report.

evidence.

Sec. 95 of

1882, No. 35.

Sec. 61 E.

Act of 1862.

Contracts on behalf of companies, how to be made.

Sec. 96 of 1882, No. 35. Sec. 37 E. Act of 1867.

How to be varied.

Sec. 96 of

Contracts.

146. Any contract that, if made between private persons,-
(a) Must be by deed, shall, when made by a company, be in
writing under the common seal of the company :
(b) Must be in writing signed by the parties to be charged
therewith, may, when made by a company, be in
writing signed by any person acting on behalf of and
under the express or implied authority of the company:
(c) Might be made verbally without writing, may, when
made by a company, be made verbally without writing
by any person acting on behalf of and under the
express or implied authority of the company.

147. All contracts made according to the provisions herein contained may in the same way be varied or discharged, and shall be effectual in law, and shall be binding on the company Sec. 37 E. Act and its successors, and all other parties thereto, their executors or administrators, as the case may be.

1882, No. 35.

of 1867.

Promissory

notes and bills

of exchange.

Sec. 97 of

148. A promissory note or bill of exchange shall be deemed to have been made, accepted, or indorsed on behalf of any company if made, accepted, or indorsed in the name of the company 1882, No. 35. by any person acting under the express or implied authority of the company, or if made, accepted, or indorsed by or on behalf of or on account of the company by any person acting under the authority of the company.

Sec. 47 E.

Act of 1862.

Execution of instruments.

Sec. 99 of

1882, No. 35. Sec. 55 E. Act

of 1862.

Execution of instruments under seal cr by attorney.

149. Any company may, by instrument in writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney to execute instruments on its behalf in any place in or beyond New Zealand; and every instrument signed by such attorney on behalf of the company shall be binding on the company, and have the same effect as if it were a contract or engagement of the company made or executed as hereinbefore provided.

150. (1) A company, whether incorporated in or out of New Zealand, may by deed under its common seal, or under its official seal for use in New Zealand, appoint an attorney to act for the company in or out of New Zealand.

(2) Any deed, contract, or instrument evidencing or carrying Part VII. into effect any matter within the powers of the company, and whether executed before or after the passing of this Act,

(a) To which the common or official seal of the company is
affixed; or

(b) Which is executed in the name of the company by any
person appointed the attorney of the company, and
such person has at the time of such execution made
a statutory declaration that he is the attorney of the
company acting under a power of attorney specified by
him, that he has executed such deed, contract, or instru-
ment under the powers thereby conferred, and that he
has not at the time of such declaration received any
notice of the revocation of such power of attorney by
the dissolution of the company or otherwise,-
shall be deemed to have been duly executed by the company, and
shall bind the company; and all persons dealing in good faith
without notice of any irregularity shall be entitled to presume
the regular and proper execution of such deed, contract, or
instrument and to act accordingly.

Notices.

151. Any summons, notice, order, or other document required to be served upon the company may be served by leaving the same at the company's registered office, or by sending it through the post in a prepaid and registered letter addressed to the company at that office.

Sec. 6 of 1893,
No. 53.

Services of notices on

company.

Sec. 100 of 1882, No. 35.

Sec. 62 E. Act of 1862.

Service of notices by

post.

Sec. 101 of

152. 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 docu- 1882, No. 35. ment, it shall be sufficient to prove that such document was properly directed, and that it was put as a prepaid and registered letter into the post office.

153. Any summons, notice, order, or proceeding requiring authentication by the company may be signed by any director, secretary, or other authorised officer of the company, and need not be under the common seal of the company.

Minutes of Meetings.

154. (1) Every company shall cause minutes of all resolutions and proceedings of general meetings of the company and of

Sec. 63 E. Art of 1862.

Authentica

tion of notices by company. Sec. 102 of 1882, No. 35. Sec. 64 E. Act of 1862.

Evidence of proceedings at

meetings.