520

SECRETARIAL PRACTICE
aforesaid, and if any such balance sheet is in a foreign language there
shall also be annexed to it a translation thereof in English, certified
in the prescribed manner to be a correct translation :

Provided that, if the said last balance sheet did not comply with
the requirements of the law as in force at the date of the audit with
respect to the form of balance sheets there shall be made such
additions to and corrections in the said copy as would have been
required to be made in the said balance sheet in order to make it
comply with the said requirements, and the fact that the said copy
has been so amended shall be stated thereon.

(4) If a company fails to comply with this section or either of
the two last foregoing sections of this Act, the company and every
officer of the company who is in default shall be liable to a default
Aine.
(5) For the purposes of subsection (4) of this section, the
expression “officer,” and for the purposes of the last two foregoing
sections of this Act the expression ‘‘director,”” shall include any
person in accordance with whose directions or instructions the
directors of the company are accustomed to act.
Certificates to be 111. A private company shall send with the annual return required

sent by private by section one hundred and eight of this Act a certificate signed by a

company mith director or the secretary of the company that the company has not,
since the date of the last return, or, in the case of a first return,
since the date of the incorporation of the company, issued any
invitation to the public to subscribe for any shares or debentures of
the company, and, where the annual return discloses the fact that
the number of members of the company exceeds fifty, also a certificate
so signed that the excess consists wholly of persons who under
paragraph (b) of subsection (1) of section twenty-six of this Act, are
not to be included in reckoning the number of fifty.

Annual general
meeting.

Meetings and Proceedings.

112.—(1) A general meeting of every company shall be held once
at the least in every calendar year, and not more than fifteen months
after the holding of the last preceding general meeting.

(2) If default is made in holding a meeting of the company in
accordance with the provisions of this section, the company, and
every director or manager of the company who is knowingly a party
to the default shall be liable to a fine not exceeding fifty pounds.

(3) If default is made as aforesaid, the court may, on the
application of any member of the company, call, or direct the
calling of, a general meeting of the company.
Statutory 113.—(1) Every company limited by shares and every company

sng end limited by guarantee and having a share capital shall, within a
period of not less than one month nor more than three months from
the date at which the company is entitled to commence business,
hold a general meeting of the members of the company, which shall
be called ‘the statutory meeting.”’