Clause 134

Every company shall keep a register showing with respect to each director of the company the number and description and, in the case of debentures, the amount, of any shares in or debentures of the company or a corporation that is deemed to be related to that company by virtue of section 6 which are held by or in trust for him or of which he has any right to become the holder (whether on payment or not) or in which he has, directly or indirectly, any beneficial interest but the register need not include shares in any corporation which is the wholly-owned subsidiary of another corporation.[U.K.s. 195.][Aust. s. 126.]

Where by virtue of subsection (1) of this section an entry is or should have been made in the register in relation to any director by reason of a transaction entered into after the date of the coming into operation of this Act and while he is a director the register shall also show the date of and price or other consideration for the transaction and where there is an interval between the agreement for any such transaction and the completion thereof the date shall be that of the agreement.

If default is made in complying with subsection (1) or subsection (2) of this section (not being a default due to the failure of a director to give notice of any matter to the company as required by section 135 or a default due to a director giving incorrect information to the company) or if any inspection required under this section is refused or any copy required thereunder is not sent within a reasonable time, the company and every officer of the company who is in default shall be guilty of an offence under this Act and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars and also to a default penalty.

The nature and extent of a director’s interest or right in or over any shares or debentures recorded in relation to him in the register shall, if he so requires, be indicated in the register.

The company shall not by virtue of anything done for the purposes of this section be affected with notice of or put upon inquiry as to the rights of any person in relation to any shares or debentures.

The register shall subject to the provisions of this section be kept at the company’s registered office and shall be open during ordinary business hours to the inspection of any member or holder of a debenture of the company or to any member or holder of a debenture of a corporation which is by virtue of section 6 deemed to be related to the company.

The Minister may at any time require the company to furnish him with a copy of the register or any part thereof.

The register shall also be produced at the commencement of the company’s annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting.

If default is made in complying with subsection (6) or subsection (8) of this section every officer of the company who is in default shall be guilty of an offence under this Act, and shall be liable on conviction to imprisonment for a term not exceeding one year or to a fine not exceeding two thousand five hundred dollars.

A subsidiary company shall be deemed to have complied with the requirements of this section in relation to any of its directors who are directors of its holding company if the register of that director’s shareholdings is kept by the holding company and if the register of the holding company is produced at and kept open and accessible at its annual general meeting and is available for inspection at the registered office of the subsidiary.

For the purposes of this section a director of a company shall be deemed to hold or to have an interest or a right in or over any shares or debentures if a corporation other than the company holds them or has that interest or right in or over them and —

Any reference in this section to shares or to debentures shall be read as including a reference to options to take up shares or to options to take up debentures as the case may be.