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(b) the number of shares, if any, fixed by the articles as the qualification of a director, and any provision in the articles as to the remuneration of the directors; and
(c) the names, descriptions, and addresses of the
directors or proposed directors: aud (d) the minimum subscription on which the directors may proceed to allotment, und the amount payable on application and allotment on cach share; and in the caso of n second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within the two preceding years, and the amount actually allotted, and the amount, if any, paid on the shares so allotted; and (e) the sumher and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fally or partly paid up otherwise that in cash, nud in the latter case the extent to which they are so paid up, and in either case the consideration for which those shures or deben- tures have been issued or are proposed or in- tended to be issued ; and
(f) the names and addresses of the vendors of any property purchased or acquired by the company, or proposed so to be purchased or an- quired, which is to be paid for wholly or partly cut of the proceeds of the issue offered for subscription by the prospectus, or the purchase or acquisition of which has not been compleredk at the date of issue of the prospectus, and the amount payable in cash, shares, or debentureg to the vendor, and where there is more than one separate condor, or the company is a sob- purchaser, the amount so payable to cach
vendor : Provided that, where the vendors or any of then are a firm the members of the firms shall not be treated us separate veudors; and (g) the amount (if any) paid or payable as purchase money in rash, shares, ur debentures, for any such property as aforesaid, specifying the amount (if any) payable for goodwill; and (h) the amount (if any) paid within the two preceding years, or payable, as commission for subscribing or agreeing to subscribe, or pro- curing or agreeing to procure subscriptions, for any shares in, or debentures of, the company, or the rate of any such commission : Provided that it shall not be nocessary to state the commission payable to sub-muderwriters; and ()the amount or estimated amount of preliminary
expenses; and
(j) the amount paid within the two preceding years, or intended to be paid to any promoter, hut the consideration for any such payment;
And
(A) the dates of and parties to every material con- truet, and a reasonable time and place at which any material contract or a copy thereof may be inspected: Provided that this requirement shall not apply to a contraet entered into in the ondary course of the business carried on or intended to be carried on by the company, or to any contract entered into more than two years before the date of publication of the prospectus;
A
(7) the names and addresses of the auditors [(if [ ]
any)] of the company : und
(m) fall particulars of the nature and extent of the interest (if any) of every director in the promo- tion of, or in the property proposed to be acquired by, the company, "or, where the in- terest of such a director consists in being a part- ner in a firm, the nature and extent of the interest of the firm, with a statement of all sume paid or agreed to be paid to him or to the firm in cash or shares or otherwise by any person
sectionl
Obligations
where no
prospectus
is issue. 8 Edw, 7 c.
3!
either to induce him to become, or to qualify him as, a direevor, or, otherwise for services rendered by him or by the firm in connection with the promotion of formation of the con- pany and
(a) where the company is a company having shares of more than one class, the right of voting at meetings of the company conferred by the several classes of simres respectively,
(2) For the purposes of this section every person shall be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where--
(a) the purchase money is not fally paid at the date
of issue of the prospectus; of
(6) the purchase money is to ho paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus: or (c) the contract depends for its validity or fulfilment
on the result of such issue.
(3) Where any of the property to be acquired by the company is to be taken a lease, this section shall apply as if the expression "veader" included the lesson, and the expression "purchase money included the consideration for the lease, ami the expression "sub-purehuser" included a sub-lessee.
(4) Any condition requiring or binding any applicant for shares or debeatures to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, socnivent, or matter not specifically referred to in the prospectus, shall be void.
(5) Where any such prospectus as is mentioned in this section is published as a newspaper advertisement, it shall not be necessary in the advertisement to specify the con- tents of the niemorandum or the signatories thereto, and the number of shares subscribed for by them.
(6) In the event of non-compliance with any of the requirements of this section, a director or other person responsible for the prospectus shall not inour any liability by reason of the non-compliance, if he proves that--
(a) as regards any matter not disclosed, he was not
enguisant thereof; or
(b) the non-compliance arose from an honest mistake
of fact on his part.
Provided that in the event of non-compliance with the requiremeurs contained in paragraph (2) of sub-section (1) of this section no director or other person shall incur any liability in respect of such non-compliance nless it be proved that he had knowledge of the matters uoi disclosed, (7) This section shall not apply to a circular or notice. inviting members or debenture holders of a company to subscribe either for shures for debentures of the con- pany, whether with or without the right to renounce in favour of other persons, Int subject as aforesaid, this scetion shall apply to any prospectus whether issued on or with refereure to the formation of a company or subse~ quently,
(8) The requirements of this 7] as in the manocandum and the qualification, rennmneration, and interest of directors, the names, descriptions, and addresses of directors of proposed directors, and the amount or estimated amount of preliminary expenses, shall not apply in the case of a prospectus issued more than one year after the dare at which the company is entitled to commeure lusivese.
(9) Nothing in this section shall limit or diminish any lability which any person may incur thaler the general law or this Ordinance apart from this section.
84.--(1) A company which does not issue a prospectus of companies on or with reference to its formation, shall not allot any of its shares or debentures unless before the first allument of either shares or debentures there has been filed with the registrar of companies a sintement in lieu of prospectus, signed 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 parti- culars set out in the Second Sebedule to this Ontwance.
GY 8. 82.
316