44.—(1) Subject to
section 45 , a company which is, or is the holding company of, a licensed bank, shall maintain a register containing a copy of every transaction, arrangement or agreement of which particulars would, but for
section 41 (6), be required by subsection (1) or (2) of that section to be disclosed in the company's accounts or group accounts for the current financial year and for each of the preceding ten financial years (but excluding any financial year ending prior to the passing of this Act) or, if such a transaction, arrangement or agreement is not in writing, a written memorandum setting out its terms.
(2) Subsection (1) shall not require a company to keep in its register a copy of any transaction, arrangement or agreement made for a connected person if—
(a) it is entered into in the ordinary course of the company's business, and
(b) its value is not greater, and its terms no more favourable, in respect of the person for whom it is made, than that or those which—
(i) the company ordinarily offers, or
(ii) it is reasonable to expect the company to have offered,
to or in respect of a person of the same financial standing but unconnected with the company.
(3) Subject to
section 45 , a company which is, or is the holding company of, a licensed bank shall before its annual general meeting make available, at the registered office of the company for not less than the period of 15 days ending with the date of the meeting, for inspection by members of the company a statement containing the particulars of transactions, arrangements and agreements which the company would, but for
section 41 (6), be required by subsection (1) or (2) of that section to disclose in its accounts or group accounts for the last complete financial year preceding that meeting and such a statement shall also be made available for inspection by the members at the annual general meeting.
(4) Subsection (3) shall not require the inclusion in the statement of particulars of any transaction, arrangement or agreement if—
(a) it is entered into in the ordinary course of the company's business, and
(b) its value is not greater, and its terms no more favourable, in respect of the person for whom it is made, than that or those which—
(i) the company ordinarily offers, or
(ii) it is reasonable to expect the company to have offered,
to or in respect of a person of the same financial standing but unconnected with the company.
(5) It shall be the duty of the auditors of the company to examine any such statement before it is made available to the members of the company in accordance with subsection (3) and to make a report to the members on that statement; and the report shall be annexed to the statement before it is made so available.
(6) A report under subsection (5) shall state whether in the opinion of the auditors the statement contains the particulars required by subsection (3) and, where their opinion is that it does not, they shall include in the report, so far as they are reasonably able to do so, a statement giving the required particulars.
(7) Subsection (3) shall not apply in relation to a licensed bank which is for the purposes of section 150 of the Principal Act the wholly owned subsidiary of a company incorporated in the State.
(8) Where a company fails to comply with subsection (1) or (3), the company and every person who at the time of that failure is a director of the company shall be guilty of an offence and liable to a fine.
(9) It shall be a defence in proceedings for an offence under subsection (8) for the defendant to prove that he took all reasonable steps for securing compliance with subsection (1) or (3), as the case may be