CAPITALISATION OF RESERVES ETC.
126. The company in general meeting may upon the recommendation of the directors resolve to
capitalise any part of the amount for the time being standing to the credit of any of the company′s reserve accounts or to the credict of the profit and loss account or otherwise available for distribution, and accordingly that such sums be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions, on condition that the same be not paid in cash but be applied either in or towards paying up in full unissued shares or debentures or other obligations of the company to be allotted and distributed credited as fully paid up to and amongst such members in the proportions aforesaid, or partly in one way and partly in the other, and the directors shall give effect to such resolution:
PROVIDED that a share premium account and a captial redemption reserve fund may, for the purposes of this article, only be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares. 127. Whenever such a resolution as aforesaid shall have been passed the directors
shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotment and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto.
128. For the purpose of giving effect to any resolution under articles 124 and 126
hereof the directors may settle any difficulty which may arise in regard to the distribution as they think expedient , and in particular may issue fractional certificates, and may fix the value for distribution of any specific assets ,and may determine that cash payments shall be made to any members upon the footing of the value so fixed or that fractions of such value as the directors may determine may be dieregarded in order to adjust the rights of all parties, and may vest any such cash or specific assets in trustees upon such trusts for the persons entitled to the dividend or capitalised fund as may seem expedient to the directors.The provisions of the ordinance in relation to the filling of contracts for allotment shall be observed , and the directors may appoint any person to sign such contract on behalf of the persons entitled to share in the appropriation and distribution, and such appointment shall be effective and binding upon all concerned , and the contract may provide for the acceptance by such persons of the shares or debentures to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.
ACCOUNTS AND AUDITORS
129.(a) The directors shall cause proper and true books of account to be kept of all sums of money received and expended by the company , and the matters in respect of which such receipt and expenditure take place; of all sales and purchases of goods by the company ; and of the assets and liabilities of the company and of all other matters necessary to give a true and fair view of the state of the company′s affairs and to explain its transactions.
(b) The directors shall from time to time determine whether and to what extent