120 Register to be evidence The register of members shall be prima facie evidence of any matters by this Act directed or authorized to be inserted therein. Branch Register 121 Power to keep branch register in foreign countries (1 ) A company may, if so authorized by its articles, cause to be kept in any foreign country a register (in this Act called a “branch register”) of members resident in that foreign country. (2 ) The company shall give to the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of the discontinuance, and any such notice shall be given within one month of the opening of the office or of the change or discontinuance, as the case may be. (3 ) If default is made in complying with subsection (2) the company and every officer of the company who is in default shall be guilty of an offence and liable to a default fine not exceeding level one. [Section as amended by Act No. 22 of 2001] 122 Regulations as to branch register (1 ) A branch register shall be deemed to be a part of the company’s register of members (in this section called the “principal register”). (2 ) A branch register shall be kept in the same manner in which the principal register is required by this Act to be kept. (3 ) The company shall transmit to its registered office a copy of every entry in its branch register as soon as may be after the entry is made; and shall cause to be kept at its registered office, duly entered up from time to time, a duplicate of its branch register, and the duplicate shall, for all purposes of this Act, be deemed to be part of the principal register. (4 ) The company may discontinue any branch register, and thereupon all entries in that register shall be transferred to some other branch register kept by the company, or to the principal register. (5 ) Subject to this Act and any law relating to stamp duty, any company may, by its articles, make such provisions as it may think fit respecting the keeping of branch registers. (6 ) If default is made in complying with subsection (3) the company and every officer of the company who is in default shall be guilty of an offence and liable to a default fine not exceeding level one. [Section as amended by Act No. 22 of 2001] Annual Return 123 Annual return to be made by company (1 ) Subject to subsection (2 ), every company shall make and file with the Registrar an annual return consisting of a summary, in the form contained in the Sixth Schedule or as near thereto as circumstances admit, specifying the following particulars — (a ) all such particulars with respect to the persons who at the date of the return are the directors of the company and any person who at that date is secretary of the company as are by this Act required to be contained with respect to directors and the secretary, respectively, in the register of directors and secretaries of a company and the name and address of every person appointed as an auditor of the company; (b ) the situation of the registered office of the company; (c) the place where the register of members is kept if, under the provisions of this Act, it is not kept at the registered office of the company; (d ) the amount of the share capital of the company, and the number of the shares into which it is divided; (e) the number of shares taken from the date of incorporation of the company up to the date of the return; (f) the number of shares issued for cash; (g ) the number of shares issued as fully or partly paid up otherwise than in cash and the nature of the consideration given for such shares; (h ) the amount called up on each share; (i) the total amount of calls unpaid; (j) the total amount of the sums, if any, paid by way of commission in respect of any shares or debentures, or allowed by way of discount in respect of any debentures, since the date of the last return; (k) the total number of shares forfeited; (l) the discount allowed on the issue of any shares issued at a discount or so much of that discount as has not been written off at the date on which the return is made. (2 ) The annual return required by subsection (1) shall be filed with the Registrar within one month after the last date on which, in accordance with subsection (1) of section one hundred and twenty-five, the annual general meeting of the company should have been held: Provided that—