A.D. 1927. under the principal Act in relation to the winding-up of companies in England, and subsection (3) of section thirteen of the Economy (Miscellaneous Provisions) Act, 1926, shall apply accordingly.] Provisions as to liability of directors, &c. [R. 47.] Subject to any direction under this subsection and 5 to any mortgages or charges on the assets of the company and any debts to which priority is given by section two hundred and nine of the principal Act all such costs and expenses as aforesaid shall be payable out of those assets in priority to all other liabilities payable thereout. 10 72. (1) Subject as hereinafter provided, any provision, whether contained in the articles of a company or in any contract with a company or otherwise, for exempting any director, manager or other officer of the company from, or indemnifying him against, any liability 15 which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void : Provided that (a) in relation to any such provision which is in force at the date of the commencement of this Act, this subsection shall have effect only on the expiration of a period of six months from that date; and (b) nothing in this subsection shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force; and (c) notwithstanding anything in this subsection, 20 25 30 a company may, in pursuance of any (2) Section two hundred and seventy-nine of the A.D. 1927. principal Act shall apply to the managers and officers of a company as it applies to the directors of a company, and the court in determining in pursuance of that 5 section whether any person ought fairly to be excused for any negligence or breach of trust shall take into consideration all the circumstances of the case, including those connected with his appointment, and shall have effect as though for the words "negligence or breach of 10 trust" there were substituted the words " negligence, default, breach of duty or breach of trust ". section (3) Where any case to which the said two hundred and seventy-nine applies is being tried by a judge with a jury, the judge, after hearing the 15 evidence, may, if he is satisfied that the defendant ought in pursuance of the said section to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to 20 be entered for the defendant on such terms as to costs or otherwise as the judge may think proper. (4) Where any person being a director, manager or officer of a company has reason to apprehend that any claim will or might be made against him in respect of 25 any negligence, default, breach of duty or breach of trust, he may apply to the court for relief, and the court on any such application shall have the same power to relieve him as under section two hundred and seventy-nine of the principal Act it would have had if it had been a 30 court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought. as to loans 73.-(1) The accounts which in pursuance of this Accounts to Act are annually to be laid before every company in contain 35 general meeting shall contain particulars showing- particulars (a) the amount of any loans which during the period to directors, to which the accounts relate have been made &c. either by the company or by any other person under a guarantee from or on a security provided by the company to any director or officer of the company, including any such loans 40 [R. 49.] A.D. 1927. Statement as to re of directors to be furnished to shareholders. [R. 52.] (b) the amount of any loans made in manner aforesaid to any director or officer at any time before the period aforesaid and outstanding at the expiration thereof: Provided that the foregoing provision shall not 5 apply 10 (i) in the case of a company the ordinary business 20 (2) If in the case of any such accounts as aforesaid the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined either to include in their report on the balance sheet of the company or to 25 insert as a note on the accounts (so far as they are reasonably able to do so) a statement giving the required particulars. 74. (1) The directors of a company shall, if required by a resolution of the company so to do, furnish to all 30 muneration the members of the company within a period of one month from the passing of such resolution a statement, certified as correct, or with such qualifications as may be necessary, by the auditors of the company, showing as respects each of the last three preceding years in respect 35 of which the accounts of the company have been made up the aggregate amount received in that year by way of remuneration or other emoluments by persons being directors of the company, whether as such directors or otherwise in connection with the management of the 40 affairs of the company, and there shall in respect of a person being by virtue of the nomination, whether direct or indirect, of the company a director of any other company be included in the said aggregate A.D. 1927. amount any remuneration or other emoluments received by him for his own use as a director of that other company: 5 Provided always that it shall be sufficient to state the total aggregate of all sums paid to or other emoluments received by all the directors in each year without specifying the amount received by any individual. (2) In computing for the purpose of this section 10 the amount of any remuneration or emoluments received by any director the amount actually received by him shall, if the company has paid on his behalf any sum chargeable by way of income tax (including super-tax) in respect of the remuneration or emoluments, be in15 creased by the amount of the sum so paid. (3) If any director fails to comply with the requirements of this section he shall be liable to a fine of fifty pounds. ment of office by directors. 75. If in the case of any company provision is Provisions 20 made by the articles or by any agreement entered into as to assignbetween any person and the company for empowering a director or manager of the company to assign his office as such to another person, any assignment of office made in pursuance of the said provision shall, notwithstanding 25 anything to the contrary contained in the said provision, be of no effect unless and until it is approved by a special resolution of the company. [R. 55.] 76.—(1) If any person being an undischarged bank- Provisions rupt acts as director of, or directly or indirectly takes part as to undis30 in or is concerned in the management of, any company charged bankrupts including an unregistered company and a company incoracting as porated outside Great Britain which has an established directors. place of business within Great Britain except with the [R. 57.] leave of the court by which he was adjudged bankrupt, 35 he shall be liable on conviction on indictment to imprisonment for a term not exceeding two years or on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both such imprisonment and 40 fine. (2) The leave of the court for the purposes of this section shall not be given unless notice of intention A.D. 1927. to apply therefor has been served on the official receiver and it shall be the duty of the official receiver, if he is of opinion that it is contrary to the public interest that any such application should be granted, to attend on the hearing of and oppose the granting of the application. Companies, &c., dis (3) In this section the expression "official receiver" means the official receiver in bankruptcy. 5 77.-(1) No body corporate (but not including a firm in Scotland) shall, unless acting under an appointqualified for ment made before the passing of this Act, be qualified to 10 act as liquidator (whether in a winding-up by the court or in a voluntary liquidation), auditor or receiver of the property of a company, and any appointment made in contravention of this provision shall be void. acting as liquidator, auditor or receiver of a company. Provisions as to (2) Any body corporate which in contravention of 15 the provisions of this section acts as such liquidator, auditor or receiver as aforesaid, shall be liable to a fine not exceeding one hundred pounds. 78.-(1) No person being the partner or in the employment of any officer of a company shall, unless the 20 [R. 75, II.] company is a private company, be qualified for appointment as auditor of the company. auditors. [M.A., p.57.] (2) The following shall be substituted for subsection (5) of section one hundred and twelve of the principal Act: 66 25 "(5) Subject as hereinafter provided, the first (a) the company may at a general meeting |