(3 ) References in section one hundred and seventy-eight, one hundred and seventy-nine or one hundred and
eighty to payments made to any director of a company by way of compensation for loss of office or as consideration for or in connection with his retirement from office do not include any bona fide payment by way of damages
for breach of contract or by way of pension in respect of past services and for the purposes of this subsection the
expression “pension” includes any superannuation allowance, superannuation gratuity or similar payment.
(4 ) Nothing in section one hundred and seventy-nine or one hundred and eighty shall be taken to prejudice
the operation of any rule of law requiring disclosure to be made with respect to any such payments as are therein
mentioned or with respect to any other like payments made or to be made to the directors of a company.
182 Register of directors’ share holdings
(1 ) Every company, other than a private company, shall keep a register showing as respects each director of
the company the number, description and amount of any shares in or debentures of the company or any other body
corporate, being the company’s subsidiary or holding company or a subsidiary of the company’s holding co mpany, which are held by or in trust for him or of which he has any right to become the holder, whether on payment
or not:
Provided that the register need not include shares in any body corporate which is the wholly owned subsidiary
of another body corporate.
(2 ) Where any shares or debentures fail to be or cease to be recorded in the said register in relation to any d irector by reason of a transaction entered into after the 1st April, 1952, and while he is a director, the register shall
also show the date of, and price or oth er consideration for, the transaction:
Provided that where there is an interval between the agreement for any such transaction and the completion
thereof, the date shall be that of the agreement.
(3 ) The nature and extent of a director’s interest or right in or over any shares or debentures recorded in relation to him in the said register shall, if he so requires, be indicated in the register.
(4 ) The company shall not, by virtue of anything done for the purposes of this section, be affected with notice
o f or put upon inquiry as to, the rights of any person in relation to any shares or debentures.
(5 ) The said register shall, subject to this section, be kept at the company’s registered office and shall be open
to inspection during business hours, subject to such reasonable restrictions as the company may by its articles or in
general meeting impose, so that not less than two hours in each day be allowed for inspection, as follows —
(a ) during the period beginning fourteen days before the date of the company’s annual general meeting and
ending three days after the date of its conclusion, it shall be open to the inspection of any member or
holder of debentures of the company; and
(b ) during that or any other period it shall be open to the inspection of any person acting on behalf of the
Minister.
In computing the fourteen days and the three days mentioned in this subsection any day which is a Saturday
or Sunday or public holiday shall be disregarded.
(6 ) The Registrar may at any time require a copy of the said register or any part thereof.
(7 ) The said register shall be produced at the commencement of the company’s annual general meeting and
remain open and accessible during the continuance of the meeting to any person attending the meeting.
(8 ) If default is made in complying with subsection (1) or (2) the company and every officer of the company
who is in default shall be guilty of an offence and liable to a fine not exceeding level ten.
(9 ) If default is made in complying with subsection (5) or (7) the company and every officer of the company
who is in default shall be guilty of an offence and liable to a fine not exceeding level three, and the court, including the court convicting, may by order compel an immediate inspection of the register.
(10) In this section—
(a ) any person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director of the company; and
(b ) a director of a company shall be deemed to hold, or to have an interest or right in or over, any shares or
debentures if a body corporate other than the company holds them or has that interest or right in or over
them, and—
(i) that body corporate or its directors are accustomed to act in accordance with his directions or
instructions; or
(ii) he is entitled to exercise or control the exercise of one-third or more of the voting power at any
general meeting of that body corporate.
(11) It shall be the duty of every director of a company and of every person deemed to be a director under
paragraph (a) of subsection (10) to give notice to the company of such matters relating to himself as may be
necessary for the purposes of this section. Any such notice shall be in writing and if it is not given at a meeting of
directors the person giving it shall take reasonable steps to secure that it is brought up and read at the next meeting
of directors after it is given. Any person who makes default in complying with this subsection shall be guilty of an
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