1541
(2) The amount so stated in the prospectus shall be reckoned exclusively of any amount payable otherwise than in cash and is in this Ordinance referred to as "the minimum subscription."
(3) The amount payable on application on each share shall not be less than five per cent of the nominal amount of the share.
(4) If the conditions aforesaid have not been com- plied with on the expiration of forty days after the first issue of the prospectus, all money received from applicants for shares shall be forthwith repaid to them without interest, and, if any such money is not so repaid within forty-eight days after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of five per centur per annum from the expiration of the forty-eighth day:
Provided that a director shall not be liable if he proves that the default in the repayment of the inouey was not due to any misconduct or negligence on his part.
(5) Any condition requiring or binding any applicant for shares to waive compliance with any requirement of this section shall be void.
(6) This section, except subsection (3) thereof, shall not apply to any allotment of shares subsequent to the first allotment of shares offered to the public for subscription.
of allotment
42.--(1) A company having a share capital which Frohibition does not issue a prospectus on or with reference to its in certain formation, or which has issued such a prospectus but cases unless has not proceeded to allot any of the shares offered to statement the public for subscription, shall not allot any of its in lieu of shares or debentures unless at least three days before prospectus
delivered to the first allotment of either shares or debentures there registrar. has been delivered to the registrar of companies for 19 & 20 Gen. registration a statement in lieu of prospectus, signed 5, c. 23, by every person who is named therein as a director or a proposed director of the company or by his agent authorised in writing, in the form and containing the particulars set out in the Fifth Schedule to this Ordinance.
(2) This section shall not apply to a private com-
pany.
(3) If a company acts in contravention of this sec- tion, the company and every director of the company who knowingly authorises or permits the contraven- tion shall be liable to a fine not exceeding one thousand dollars.
8. 40.
Effect of
s. 41.
43.-(1) An allotment made by a company to an irregular applicant in contravention of the provisions of the two allotment. last foregoing sections of this Ordinance, shall be 19 & 20 Geo. voidable at the instance of the applicant within one 5, c. 23, month after the holding of the statutory meeting of the company and not later, or, in any case where the company is not required to hold a statutory meet- ing, or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment, and not later, and shall be so voidable notwithstanding that the company is in course of being wound up.
(2) If any director of a company knowingly contra- venes, or permits or authorises the contravention of, any of the provisions of the said sections with respect to allotment, he shall be liable to compensate the company and the allottee respectively for any loss, damages, or costs which the company or the allottee may have sustained or incurred thereby:
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