Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 12

12. (1) The powers of the Commission under sub-section (2), or the powers of
an authorized person under sub-section (3), to make a requirement of a
corporation or person shall not be exercised except-

   (a)  for the purpose of the performance of a function or the exercise of a
        power by the Commission under an Act that is a relevant Act for the
        purposes of the
        Companies and Securities (Interpretation and Miscellaneous Provisions) 
        Act 1980 (other than the power of the Commission under sub-section 6
        (3) of the National Companies and Securities Commission Act 1979) or
        under a law of a participating State or of a participating Territory
        that corresponds with such a relevant Act; or

   (b)  where the requirement relates to a matter that constitutes or may
        constitute-

        (i)    a contravention of, or failure to comply with, a provision of
               such a relevant Act or corresponding law;

        (ii)   a contravention of, or failure to comply with, a provision of
               the Companies Ordinance 1962 of the Territory as in force at
               any time or of a previous law of a participating State or
               participating Territory that corresponded with that Ordinance;
               or

        (iii)  an offence relating to a company that involves fraud or
               dishonesty or concerns the management of affairs of the
               company.

(2) The Commission may, at any time, by notice in writing-

   (a)  give a direction to-

        (i)    a corporation; or

        (ii)   a person who is or has been an officer or employee of, or an
               agent, banker, solicitor, auditor or other person acting in any
               capacity for or on behalf of, a corporation (including a
               corporation that is in the course of being wound up or has been
               dissolved),

requiring the production, at such time and place as are specified in the
direction, of such books relating to affairs of the corporation as are so
specified; or

   (b)  give a direction to any person requiring the production, at such time
        and place as are specified in the direction, of any books relating to
        affairs of a corporation (including a corporation that is in the
        course of being wound up or has been dissolved) that are in the
        custody or under the control of the person.

(3) The Commission may from time to time authorize a person, on producing (if
required to do so) such evidence of his authority as is prescribed-

   (a)  to require by notice in writing any corporation to produce to the
        authorized person forthwith or, if a time and place at which the books
        are to be produced are specified in the notice, at that time and
        place, such books relating to affairs of the corporation as are
        specified by the authorized person;

   (b)  to require by notice in writing any person who is or has been an
        officer or employee of, or an agent, banker, solicitor, auditor or
        other person acting in any capacity for or on behalf of, a corporation
        (including a corporation that is in the course of being wound up or
        has been dissolved) to produce to the authorized person forthwith such
        books relating to affairs of the corporation as are specified by the
        authorized person; or

   (c)  to require by notice in writing any person to produce to the
        authorized person forthwith any books relating to affairs of a
        corporation (including a corporation that is in the course of being
        wound up or has been dissolved) that are in the custody or under the
        control of the person.

(4) An authorization under sub-section (3) may be of general application or
may be limited to making requirements of a particular corporation or other
person or particular corporations or other persons.

(5) Where the Commission, or a person authorized by the Commission, requires
the production of any books under this section and a person has a lien on the
books, the production of the books does not prejudice the lien.

(6) Where a person exercises a power under this section to require another
person to produce books-

   (a)  if the books are produced, the first-mentioned person-

        (i)    may take possession of the books and may make copies of, or
               take extracts from, the books;

        (ii)   may require the other person, or any person who was party to
               the compilation of the books, to make a statement providing any
               explanation that the person concerned is able to provide as to
               any matter relating to the compilation of the books or as to
               any matter to which the books relate;

        (iii)  may retain possession of the books for such period as is
               necessary to enable the books to be inspected, and copies of,
               or extracts from, the books to be made or taken, by or on
               behalf of the Commission; and

        (iv)   during that period shall permit a person who would be entitled
               to inspect any one or more of the books if they were not in the
               possession of the first-mentioned person to inspect at all
               reasonable times such of the books as that person would be so
               entitled to inspect; or

   (b)  if the books are not produced, the first-mentioned person may require
        the other person-

        (i)    to state, to the best of his knowledge and belief, where the
               books may be found; and

        (ii)   to identify the person who, to the best of his knowledge and
               belief, last had custody of the books and to state, to the best
               of his knowledge and belief, where that last-mentioned person
               may be found.

(7) Where this section confers a power on a person to require another person
to produce books relating to affairs of a corporation, the first-mentioned
person also has power to require the other person (whether or not he requires
the other person to produce books and whether or not any books are produced
pursuant to such a requirement), so far as the other person is able to do so,
to identify property of the corporation and explain the manner in which the
corporation has kept account of that property.

(8) A person shall not be subject to any liability by reason that the person
complies with a direction given or purporting to have been given under
sub-section (2), or a requirement made, or purporting to have been made, under
sub-section (3).

(9) A power conferred by this section to make a requirement of a person
extends, if the person is a body corporate, including a body corporate that is
in the course of being wound up, or was a body corporate, being a body
corporate that has been dissolved, to making that requirement of any person
who is or has been an officer of the body corporate.
(10) For the purposes of this section, ''officer'', in relation to a body
corporate, includes-

   (a)  a director, secretary, executive officer or employee of the body
        corporate;

   (b)  a receiver, or a receiver and manager, of the property or any part of
        the property of the body corporate;

   (c)  an official manager or a deputy official manager of the body
        corporate;

   (d)  a liquidator or provisional liquidator of the body corporate; and

   (e)  a trustee or other person administering a compromise or arrangement
        made between the body corporate and another person or other persons.