30 SECRETARIAL PRACTICE

Statutory
Report.

business on October 10, need not necessarily hold its statu-
tory meeting until January 10, 1930; and if it is held then,
or on any preceding day in January, 1930, it would not be
necessary, in order to comply with s. 113, to hold the next
general meeting until the year 1931, care being taken of course
that it is held not later than fifteen months after the statutory
meeting. This seems to be clear from the judgment of Lush,
J., in Gibson v. Barton. The statutory meeting appears,
however, not to be an ordinary general meeting and accord-
ingly in order to comply with s. 108 as to the annual return
‘see above), it would appear impracticable to treat the
statutory meeting as an ordinary meeting. There would be
no objection, however, to holding the ordinary meeting on the
same day as the statutory meeting.

Seven days at least before the day on which the statutory
meeting is held the statutory report must be sent by the
directors to every member of the company.

The statements which the statutory report must contain
are set out in s. 113 (3) of the Act.

As regards the verification of the report, it must (a) be certi-
fied by not less than two directors of the company or, where
there are less than two directors, by the sole director and
manager [s. 113 (3)]; and (b) so far as it relates to the shares
allotted by the company, and to the cash received in respect
of such shares, and to the receipts and payments of the
company on capital account, be certified as correct by the
auditors (if any), of the company [s. 113 (4)].

Immediately after the report is despached to the members,
a copy, certified as above, must be delivered to the Registrar
for registration [113 (5)].

At the commencement of the meeting a list must be pro-
duced, showing the names, descriptions, and addresses of the
members, with their respective holdings, and this must
remain open and accessible to any member during the meeting
[s. 113 (6)].

As regards the business at the statutory meeting, the
members may discuss any matter relating to the formation
of the company, or arising out of the statutory report, whether
previous notice has been given or not. No resolution, how-
ever, may be passed, unless notice has been given in accord-
ance with the articles [s. 113 (7)]; and if a resolution is sub-
mitted it is thought that only those members entitled to vote
under the articles can vote on the resolution.

As regards adjournments, the Act provides that ‘the
meeting may adjourn from time to time.” This appears to
introduce a modification of the usual practice, for, generally