CHAPTER 12 An Act respecting the Inspection of certain Financial Companies [Assented to May 5th, 1923] IS MAJESTY, by and with the advice and consent of the 1. This Act may be cited as "The Financial Companies Title. Inspection Act." 2. In this Act, unless the context otherwise requires, the ex- Definitions. pression, (a) "company" means any company or corporation heretofore or hereafter incorporated by special Act of the Manitoba Legislature, or by letters patent under the "The Companies Act" or licensed to carry on business in the Province of Manitoba, which receives deposits of money whether by way of borrowing or in trust for investment, or which carries on the business of a trust company or of a loan company or of a money lending company; (b) "minister" means the Attorney General of the Province of Manitoba. of companies. 3. (1) The minister, of his own motion or upon an applica- Examination tion being made to him in writing, may appoint some competent person to make a special examination and audit of the books, accounts and securities of any company and to enquire into the conduct of the business of the company generally. (2) Any such application shall be supported by such evidence Application. as the minister may require for the purpose of showing that there is good reason for requiring such investigation to be made and that it is not prompted by malicious motives. for costs. (3) The minister may require security for the payment of the Security costs of the inquiry to be given before appointing the examiner. (4) The examiner may summon witnesses and take evidence Witnesses. under oath and generally, for the purposes of such examination, audit and enquiry, shall have the like powers as may be conferred on a commissioner appointed under "An Act respecting Commissioners to make inquiries concerning Public Matters,' being chapter 34 of the Revised Statutes, 1913. balance (5) For the purposes of such examination, audit and enquiry Production of the company shall produce the latest balance sheet of the com-sheets, etc. pany and shall prepare and submit to the examiner such statement of the company with respect to the business, finances or other affairs of the company as the examiner may require, and Reports. Assets. Correction of balance sheets. Appraisal of real estate or securities. Costs. the officers, agents and servants of the company shall cause the company's books, papers and securities to be open for inspection and shall otherwise facilitate such examination, audit and enquiry so far as it is in their power. (6) The examiner shall prepare for the minister a report showing full particulars of the company's business and financial condition as ascertained by such examination, audit and enquiry. 4. (1) In the report prepared for the minister the examiner shall call special attention to any assets which are investments of a character not authorized by the company's act of incorporation or by any general act or law applicable to the company or its investments. (2) In such report the examiner may make all necessary corrections in the latest balance sheet of the company furnished to him as aforesaid and shall be at liberty to increase or diminish the assets or liabilities of the company to the true and correct amounts thereof as ascertained by him in the said examination, audit and enquiry. 5. If upon the examination of the assets of any company it appears to the examiner, or if he has any reason to suppose that the value placed by the company upon the real estate or securities owned by it or any parcel thereof is too great he may either require such company to procure an appraisement of such real estate or securities by one or more competent valuators, or may himself procure such appraisement, and the appraised value, if it varies materially from the value placed by the company, may be substituted in the report prepared for the minister by the examiner. If upon such examination it appears to the examiner or if he has any reason to suppose that the amount secured by mortgage charge or hypothec upon any property, together with the interest due and accrued thereon, is greater than the value of such property, or that such property is not sufficient security for the amounts loaned thereon and interest, he may in like manner require the company to procure an appraisement thereof, or may himself procure such appraisement, and if from the appraised value it appears that such property is not adequate security for the amount loaned thereon and interest he may write down the amount secured by the mortgage charge or hypothec on such property to such an amount as may fairly be realizable from such property, in no case to exceed such appraised value, and may insert such reduced amount in his report. 6. The cost of any appraisal, examination, audit, enquiry or other proceeding whatsoever made, held or taken hereunder by or under the authority of the minister shall be at the expense of the company, and if the same is not paid by the company upon demand may be paid by the minister out of the consolidated revenue fund, and shall be a debt due the crown by the company and recoverable in any court of competent jurisdiction. deficiency 7. (1) If as a result of such examination of any company Report on the examiner believes that the assets of the company are not of assets. sufficient to justify its continuance in business, he shall so report to the minister. minister to to cease (2) If the minister, after due notice to the company and Power to after having given the company an opportunity of being heard cause company by him, and after having made such other inquiry and investi- business. gation as he sees fit to make agrees with the opinion of the examiner, he may and is hereby authorized and empowered, if the company has been incorporated under any statute of the Province of Manitoba, by written order to direct the company to transact no further business, and the company shall thereupon cease to transact any further business, and if the company is one that is licensed to carry on business in the Province of Manitoba he may and is hereby authorized and empowered to cancel the license of such company; provided, however that neither the issuing of any such order by the minister nor the cancellation of any such license shall prejudice in any way the right of any person to bring an action against the company in respect of any cause, matter or thing, or prejudice or delay the right of the company to take proceedings to enforce any claim, demand or security which it owned or possessed at the time of the making of any such order or the cancellation of such license. meeting of (3) The minister is hereby authorized and empowered, Special general prior to the making of any such order or to the cancellation of shareholders. the license of any such company, to call a special general meeting of the shareholders of the company to consider the report of the examiner. The notice calling such special general meeting shall be given as nearly as may be in the manner prescribed by the by-laws, Act of incorporation, or letters patent of the company, and shall be given the same length of time before the meeting as such by-laws, Act of incorporation, or letters patent provide with respect to the calling of a special general meeting of shareholders, and such notice shall set forth that the meeting is called to consider the report of the examiner, and shall have appended thereto or enclosed therewith a copy of the examiner's report or such summary thereof as the minister may deem advisable and such other information as the minister may deem necessary and advisable. And notwithstanding anything contained in the Act or statute under which the company is incorporated or the letters patent of the company or any by-law of the company, the meeting may be called and held and the shareholders act thereat in all respects as if all the provisions of the Act or statute under with the company was incorporated, the letters patent of the company, or its by-laws have been fully complied with, and in addition thereto the shareholders at such meeting may proceed to elect a new board of directors and on the election of such board the directors holding office at the time of the holding of the meeting shall be eligible for re-election or appointment to the new board of directors. On the election or appointment of a new board of directors at any such meeting all the directors who have held office up to that time and have not been re-elected shall automatically cease to be directors Failure to comply with requirements of minister. Review by minister. Penalty for failure to of the company, and all official positions in the company held by any directors at the time of the meeting shall be automatically vacated unless ratified and confirmed by the new board of directors. At such special general meeting the minister or his duly authorized representative shall preside and may outline to the shareholders the procedure on compliance with which he will withhold the making of any such order as is hereinbefore referred to or on compliance with which he will withhold the cancellation of the license of the company, and the shareholders at such meeting shall have power to pass such resolutions or bylaws as may be necessary to comply with the requirements of the minister. (4) If within such time as the minister may prescribe, not to exceed however ninety days, the procedure outlined to the shareholders at the said special general meeting be not complied with to the satisfaction of the minister (with such variations, if any, as may be satisfactory to the minister) the minister may and is hereby authorized and empowered to forthwith make the order hereinbefore referred to and to cancel the license of the company as hereinbefore referred to. (5) The minister is hereby further authorized and empowered, if in his discretion the circumstances warrant, to cancel or rescind any order made by him as aforesaid and to again permit a company to transact business or any part thereof, and may also cause to be re-isssued a license to any company whose license may have been cancelled as aforesaid, and thereafter the business of the company may be carried on as if no such order had been made and as if there had been no such cancellation of said license. 8. (1) Every officer, servant or agent of a company who shall assist examiner. refuse or neglect to produce to the examiner the latest balance sheet of the company or to cause the company's books, papers and securities to be open for inspection by the examiner, or who shall refuse or neglect to facilitate the examination, audit and inquiry of the examiner, or who after the issuing of any order by the minister directing the company to transact no further business shall transact any further business for the company contrary to such order, shall be guilty of an offence and shall be liable on conviction thereof to a fine of not more than five hundred dollars and to imprisonment for a term not to exceed one year. (2) Any offence under this Act shall be prosecuted under "The Manitoba Summary Convictions Act." 9. This Act shall come into force on the day it is assented to. CHAPTER 13 An Act to amend "The Game Protection Act" [Assented to April 27th, 1923] IS MAJESTY, by and with the advice and consent of the 1. Subsection (3) of section 3 of "The Game Protection Big game Act," being chapter 44 of 6 George v, is amended by substi- license $5. tuting the word "five" for the word "four" in the fourth line thereof. Manitoba 2. Paragraph (c) of section 5 of said Act as amended is Northern further amended by inserting after the word "year" in the sec- Duck season ond line the words "except that north of the fifty-third parallel opens Sept. 1. of north latitude the close season for ducks shall not extend beyond the thirty-first day of August in any year." 3. Subsection (1) of section 6 of the said Act is amended by Bird substituting the words "two dollars" for the words "one dollar", license $2. in the fifth line. Removal of close season on beaver in 4. The amendment made to paragraph (a) of section 18 of the said Act by section 3 of chapter 26 of 11 George v is hereby Northern repealed. Manitoba except May to November. season in 5. Section 18A of said Act as re-enacted by section 1 of Muskrats chapter 27 of 11 George v is amended by substituting the word Northern "ninth" for the word "first" in the third line and the word Manitoba "October" for the word "November" where it first occurs in the fourth line thereof. opens Oct. 9. 6. Section 45 of said Act as amended is further amended by Game adding thereto the following paragraphs: sanctuaries. No. 14, Rock Lake-Commencing at a point where the Rock Lake. north and south road allowance east of section 11-3-13-W. and the north bank of the Pembina River intersect and running in a northwesterly direction along the north bank of the Pembina River, east and north shore of Rock Lake, north bank of Pembina River, north shore of Lake Louise, east shore of Lake Lorne, north bank of Pembina River and east shore of Pelican Lake to point of intersection with north and south road allowance east of section 19-5-16-W., thence due north on said road allowance to the northeast corner of section 18-6-16-W., thence east along east and west road allowance north of section 17-616-W. to the northeast corner of section 18-6-15-W., thence in a southeasterly direction to the northeast corner of section 2-4-13-W., thence due south on north and south road allowance east of section 2-4-13-W. to the point of beginning. |