354 SECRETARIAL PRACTICE

is submitted to be passed or a Special Resolution to be passed or
confirmed, a poll may be demanded by any person or persons
for the time being entitled to vote and who hold not less than one-
sixtieth of the share capital represented at the meeting. Copies
of all such resolutions must be submitted to the Registrar in
quadruplicate within thirty days of the passing or confirmation
of the resolution. The Registrar may, except upon the Order of
the Court, refuse to record any Extraordinary or Special Resolu-
tion so transmitted to him, if such resolution appears to him to be
contrary to the provisions of the Act or of the memorandum or
articles of the company.
Directors, Managers and Secvetary.—The names, ‘addresses
and occupations of the directors and managers, as well as of the
Secretary, must be set forth in the register at the company’s
registered office. The Registrar must be notified within 14 days
on the appointment of new directors, managers or secretary.

The Prospectus must include among its particulars the nature
of the voting power attached to each share and whether any
special voting power is reserved to any founder or any other
person, the nature and extent of any restrictions imposed on the
transfer of shares, and the nature of any provisions precluding
holders of shares or debentures from receiving and inspecting
balance sheets, reports of the auditors. or other reports.

Books, Accounts, etc.—Every company must keep in the
English or Dutch language such books and accounts as will
show a clear and correct record of its transactions. In the
event of failure to comply with this provision, every director,
manager, and secretary aware of such failure will be liable to a
fine not exceeding £5 for every day during which the default
continues.

Debentures.—A company, if so authorised by its articles, may
create and issue debentures binding as security for the fulfilment
of the obligation undertaken thereunder so much of the property
of the company as is described therein. If such debentures
purport to bind only movable property, they may, if executed
before a notary be registered in a Deeds Registry as if they were
notarial bonds. If such debentures purport to bind immovable
property, registration may be effected in a Deeds Registry by
means of a mortgage bond executed on behalf of the company
and hypothecating the property concerned in favour either of one
or more debenture holders or of one or more persons as trustees for
the debenture holders generally.

Auditors and Balance Sheets—The auditors’ report to the
annual general meeting must state whether the company has
kept proper books and records. The auditors shall also submit
a report showing the remuneration which has been received from
the company by any director during the period under audit.
The appointment of auditors must be notified to the Registrar
within 20 days of the annual general meeting. The Union Act