155 Construction of references to documents annexed to accounts
References in this Act to a document annexed or required to be annexed to a company’s accounts or any of
them shall not include the directors’ report or the auditor’s report:
Provided that any information which is required by this Act to be given in accounts, and is thereby allowed to
be given in a statement annexed, may be given in the directors’ report instead of the accounts and, if any such
information is so given, the report shall be annexed to the accounts and this Act shall apply in relation thereto
accordingly, except that the auditor shall report thereon only so far as it gives the said information.
Inspection
156 Investigation by Registrar
(1 ) Where the Registrar has reasonable cause to believe that provisions of this Act relating to the submission
to him of any document are not being complied with, or where he is of the opinion that any document submitted to
him under this Act does not disclose the true facts or a full and fair statement of the matters to which it purports to
relate, he may, by written order, call on the company concerned to produce all or any of the books of the company
or to furnish in writing such information or explanation as he may specify in his order. Such books shall be pr oduced and such information or explanation shall be furnished within such time as may be specified in the order.
(2 ) On receipt of an order under subsection (1 ) it shall be the duty of all persons who are or have been officers of the company to produce such books or to furnish such information or explanation so far as lies within their
power.
(3 ) Any person who fails to comply with subsection (2 ) shall be guilty of an offence and liable to a fine not
exceeding level five or to imprisonment for a period not exceeding three months or to both such fine and such
imprisonment and the court may order any such person to comply with the said provisions.
[Section as amended by Act No. 22 of 2001]
157 Investigation of company’s affairs on application of members
(1 ) The Minister may appoint one or more inspectors to investigate the affairs of a company and to report
thereon in such manner as he may direct on the application either of not less than one hundred members or of
members holding not less than one-twentieth of the issued shares of such company.
(2 ) The application shall be supported by such evidence as the Minister may require for the purpose of showing that the applicants have good reason for requiring the investigation and the Minister may, before appointing an
inspector, require the applicants to give satisfactory security in an amount not exceeding four hundred dollars for
payment of the costs of the investigation.
158 Investigation of company’s affairs in other cases
Without prejudice to his powers under section one hundred and fifty -seven, the Minister—
(a ) shall appoint one or more inspectors to investigate the affairs of a company and to report thereon in such
manner as he directs if—
(i) the company by special resolution; or
(ii) the court by order;
declares that its affairs ought to be investigated by an inspector appointed by him; and
(b ) may do so, if it appears to him that there are circumstances suggesting—
(i) that its business is being conducted with intent to defraud its creditors or the creditors of any
other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressive of any
part of its members or that it was formed for any fraudulent or unlawful purpose; or
(ii) that persons concerned with its formation or the management of its affairs have in connection
therewith been guilty of fraud or other misconduct towards it or towards its members; or
(iii) that its members have not been given all the information with respect to its affairs which they
might reasonably expect.
159 Power of inspectors to investigate related companies
If an inspector appointed under section one hundred and fifty-seven or one hundred and fifty-eight to investigate the affairs of a company thinks it necessary for that purpose to investigate also the affairs of any other body
corporate which is or has at any relevant time been the company’s subsidiary or holding company or a subsidiary
of its holding company or a holding company of its subsidiary, he shall, with the sanction of the Minister, have
power so to do and shall report on the affairs of the other body corporate so far as he thinks the results of his
investigation thereof are relevant to the investigation of the affairs of the first-mentioned company.
160 Production of documents and evidence on investigation
(1 ) It shall be the duty of all officers and agents of the company and of all officers and agents of any other
body corporate whose affairs are investigated by virtue of section one hundred and fifty-seven, one hundred and
fifty-eight, one hundred and fifty -nine or one hundred and sixty-four, as the case may be, to produce to the inspector all books and documents o f or relating to the company or, as the case may be, the other body corporate which
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