(3 ) Any person acting as chairman of a meeting of a company who fails to comply with the requirements of subsection (1 ) and any secretary of a company other than a private company who fails to comply with the requirements of subsection (2 ) shall be guilty of an offence and liable to a fine not exceeding level three. [Section as amended by Act No. 22 of 2001] 131 Representation of corporations at meeting of company and of creditors (1 ) A corporation whether a company within the meaning of this Act or not, may— (a ) if it is a member of another corporation, being a company within the meaning of this Act, by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the company or at any meeting of any class of members of the company; (b ) if it is a creditor, including a holder of debentures, of another corporation, being a company within the meaning of this Act, authorize, by resolution of its directors or other governing body, such person as it thinks fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rules made thereunder, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be. (2 ) A person authorized as aforesaid shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member, creditor or holder of d ebentures of that other company. 132 Circulation of members’ resolutions (1 ) Subject to the following provisions, it shall be the duty of a company, on the requisition in writing of such number of members as is hereinafter specified and, unless the company otherwise resolves, at the expense of the requisitionists— (a ) to give to members of the company entitled to receive notice of the next annual general meeting notice of any res olution which may properly be moved and is intended to be moved at that meeting; (b ) to circulate to members entitled to have notice of any general meeting sent to them any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting. (2 ) The number of members necessary for a requisition under subsection (1) shall be— (a ) any number of members representing not less than one-twentieth of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or (b ) not less than one hundred members holding share s in the company on which there has been paid up an average sum, per member, of not less than two hundred dollars. (3 ) Notice of any such resolution shall be given, and any such statement shall be circulated, to members of the company entitled to have notice of the meeting sent to them by serving a copy of the resolution or statement on each such member in any manner permitted for service of notice of the meeting and notice of any such resolution shall be given to any other member of the company by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company: Provided that the copy shall be served, or notice of the effect of the resolution shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter. (4 ) A company shall not be bound under this section to give notice of any resolution or to circulate any statement un less— (a ) a copy of the requisition signed by the requisitionists, or two or more copies which between them co ntain the signatures of all the requisitionists, is deposited at the registered office of the company— (i) in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting; (ii) in the case of any other requisition, not less than twenty-one days before the meeting; and (b ) there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company’s expenses in giving effect thereto: Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date six weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection shall be deemed to have been properly deposited for the purposes thereof. (5 ) The company shall also not be bound under this section to circulate any resolution or statement if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company’s costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application.