124. 125. 126. 127. 128. 129. 130. 131. 132. 133. 134. 135. 136. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions. The books of account shall be kept at the registered office of the company, or, subject to section 140 of the Act, at su ch other place or places as the directors think fit and shall always be open to the inspection of the directors. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member, not being a director, shall have any right of inspecting any account or book or document of the company except as conferred by statute or authorized by the directors or by the company in general meeting. The directors shall from time to time, in accordance with sections 141, 142 and 144 to 147 of the Act, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts, balance sheets, group accounts, if any, and reports as are referred to in those sections. A copy of every balance sheet, including every document required by law to be annexed thereto, which is to be laid before the company in general meeting, together with a copy of the auditor’s report, shall, not less than twenty -one days before the date of the meeting, be sent to every member of, and every holder of debentures of, the company and to every person registered under regulation 31: Provided that this regulation shall not require a copy of those documents to be sent to any person of whose address the company is not aware or to more than one of the joint holders of any shares or debentures. Capitalization of Profits The company in general meeting may upon the recommendation of the directors resolve that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the company’s reserve accounts or to the credi t of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures of the company to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the directors shall give effect to such resolution: Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be issued to members of the company as fully -paid bonus shares. Whenever such a resolution as aforesaid shall have been passed, the directors shall make all appropriations and applications of the undivided profits resolved to be capitalized thereby and all allotments and issues of fully -paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorize any person to enter on behalf of all the members entitled thereto into an agreement with the company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalization, or, as the case may require, for the payment up by the company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalized, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members. Auditors shall be appointed and their duties regulated in accordance with sections 150 to 153 of the Act. Notices A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address or, if he has no registered address within Zimbabwe, to the address, if any, within Zimbabwe supplied by him to the company fo r the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and to have been effected in the case of a notice of a meeting at the expiration of fortyeight hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post. A notice may be given by the company to joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share. A notice may be given by the company to the persons entitled to a share in consequence of the death or insolvency of a member by sending it through the post in a prepaid letter addressed to them by name or by title of representatives of the deceased, or trustee of the insolvent, or by any like description, at the address, if any, within Zimbabwe supplied for the purpose by the persons claiming to be so entitled or, until such an address has been so supplied, by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred. Notice of every general meeting shall be given in any manner hereinbefore authorized to— (a) every member except those members who, having no registered address within Zimbabwe, have not supplied to the company an address within Zimbabwe for the giving of notices to them; and (b) every person upon whom the ownership of a share devolves by reason of his being the executor, trustee or assignee of a member where the member but for his death or insolvency would be entitled to receive notice of the meeting; and (c) the auditor for the time being of the company. No other person shall be entitled to receive notices of general meetings. Winding Up If the company is wound up the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members in specie or kind the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not, and may for such purposes set such value as he deems fair upon any property to be d ivided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. Indemnity Every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 349 of the Act in which relief is granted to him by the court. PART II R EGULATIONS FOR THE MANAGEMENT OF A P RIVATE COMPANY 1. The regulations contained in Part I of Table A, with the exception of regulations 24 and 74, shall apply. 2. The company is a private company and accordingly— (a) the right to transfer shares is restricted in manner hereinafter prescribed;