[O04

SECRETARIAL PRACTICE

in the return or in the annexed statement are only as to (1)
registered office, (2) the directors, (3) certain indebtedness.
‘S. 109.) S. 110, however, applies and accordingly the return
must include a certified copy of the balance sheet and other
documents mentioned above.

Default in complying with the requirements of the Act as
to the annual return renders the company and its officers
liable to penalties. Under the Act of 1908, the liability
was on the company and ‘every director and manager.” The
expression ‘officer’ is clearly wider and would include the
secretary. The truth or falsehood of the statements contained
in the return may be inquired into [British Medical Association
(1888), 39 Ch. D. 61]. The company may be convicted if the
return is misleading [Grosvenor Bank v. Boaler (1885), 49
J.P. 774]. An appeal lies against a conviction to the Divi-
sional Court, but not further to the Court of Appeal [R. v.
Tyler (1891), 2 Q.B. 588]. Penalties can be recovered for
default made in previous years [R. v. Catholic Assurance
Institution (1883), 48 L.T. 675].

Although the returns cannot be made up strictly in accord-
ance with the statute if no general meeting has been held,
yet directors, who are themselves in default as regards the
holding of the meeting (s. 112), cannot rely upon the fact that
no meeting has been held as a defence to proceedings for
default in filing the Annual Summary [Park v. Lawton (1911),
1 K.B. 588].

Infant In the administration of companies questions of difficulty
Shareholders. sometimes arise as to the course to be pursued where an infant
is sought to be registered as a member, or, where an infant
has been so registered, whether or not with the knowledge
of the company that he was an infant, as to the rights, duties
and liabilities of the company and the infant respectively.
[t is settled law that an infant may be a holder of shares in a
company, whether incorporated by special Act of Parliament
or registered under the Companies Acts. In the case of
statutory companies, to which in general the Companies
Clauses Acts apply, the possible infancy of a shareholder is
expressly recognised by s. 79 of the Companies Clauses Act,
1845, which provides that if any shareholder be a minor he
may vote by his guardian or any one of his guardians. An
infant who subscribes the memorandum of association of a
registered company is a ‘person’ within the meaning of
s. I of the Companies Act, 1929, so that the company is duly

NOTE #¢ INFANTS (TRANSFERS, DIVIDENDS, ETC.)