236
237
for twenty five pounds"
Statement in balance sheet as to commis. sions and discounts.
19 & 20 Geo. 5, c. 23,
J. 44.
Prohibition"
18
(b) the commission paid or agreed to be paid does not exceed ten per cent, of the price at which the shares are issued or the amount or rate authorised by the articles, whichever is the less; and
(c) the amount or rate per cent. of the com-
mission paid or agreed to be paid is-
(i) in the case of shares offered to the public for subscription, disclosed in the prospectus; or
(ii) in the case of shares not offered to the public for subscription, disclosed in the statement in lieu of prospectus, or in a statement in the prescribed form signed in like manner as a statement in lieu of prospectus and delivered before the payment of the commission to the registrar of com- panies for registration, and, where a circular or notice, not being a prospectus, inviting subscription for the shares is issued, also disclosed in that circular or notice; and (d) the number of shares which persons bave agreed for a commission to subscribe absolute- ly is disclosed in manner aforesaid.
(2) Save as aforesaid, no company shall apply any of its shares or capital money either directly or indirectly in payment of any commission, discount, or allowance, to any person in consideration of his subscribing or agreeing to subscribe, whether absolute- ly or conditionally, for any shares of the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, whether the shares or money be so applied by being added to the purchase money of any properir acquired by the company or to the contract price of any work to be executed for the company, or the money be paid out of the nominal purchase money or contract price, or otherwise.
(3) Nothing in this section shall affect the power of any company to pay such brokerage as it has hereto- fore been lawful for a company to pay.
(4) A vendor to, promoter of, or other person who receives payment in money or shares from, a com- pany shall have and shall be deemed always to have had power to apply any part of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been legal under this section.
(5) If default is made in complying with the provisions of this section relating to the delivery to the registrar of the statement in the prescribed form, the company and every officer of the company who is in default all be liable to a fine not exceeding two hundred and fifty dollars.
46. (1) Where a company has paid any gums by way of commission in respect of any shares or debentures or allowed any sums by way of discount in respect of any debentures, the total amount go paid or allowed, or so much thereof as has not been written off, shall be stated in every balance sheet of the company until the whole amount thereof has been written off.
(2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine.
47.-(1) Subject as provided in this section, it
of provision shall not be lawful for a company to give, whether directly or indirectly, and whether by means of a
of financial
assistance
by company loan, guarantee, the provision of security or other-
for purchase wise, any financial assistance for the purpose of or
of its
in connection with a purchase made or to be made
own shares. by any person of any shares in the company:
19 & 20 Geo.
5. c. 23,
—
19
Provided that nothing in this section shall be taken to prohibit
(a) where the lending of money is part of the ordinary business of a company, the lending of money by the company in the ordinary course of its business;
(b) the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase by trustees of fully-paid shares in the company to be held by or for the benefit of employees of the company, including any director holding a salaried employment or office in the company; (c) the making by a company of loans to persons, other than directors, bonâ fide in the employ- ment of the company with a view to enabling those persons to purchase fully-paid shares in the company to be held by themselves by way of beneficial ownership.
(2) The aggregate amount of any outstanding loans made under the authority of provisos (b) and (c) to subsection (1) of this section shall be shown as a separate item in every balance sheet of the company.
(8) If a company acts in contravention of this sec- tion, the company and every officer of the company who is in default shall be liable to a fine not exceeding one thousand dollars.
Issue of Redeemable Preference Shares and Shares
at Discount,
48.-(1) Subject to the provisions of this section, Power to a company limited by shares may, if so authorised issue re- by its articles, issue preference shares which are, or deemable at the option of the company are to be liable, to be preference redeemed:
Provided that—
(a) no such shares shall be redeemed except out of profits of the company which would other- wise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption;
(b) no such shares shall be redeemed unless they
are fully paid;
sum
(c) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend be trans- ferred to a reserve fund, to be called "the capital redemption reserve fund," equal to the amount applied in redeeming the shares, and the provisions of this Ordin- ance relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the capital redemption reserve fund were paid-up share capital of the company;
(d) where any such shares are redeemed out of the proceeds of a fresh issue, the premium,
if any, payable on redemption, must have been provided for out of the profits of the company before the shares are redeemed.
(2) There shall be included in every balance sheet
of a company which has issued redeemable preference shares a statement specifying what part of the issued capital of the company consists of such shares and the date on or before which those shares are, or are to be liable, to be redeemned.
If a company fails to comply with the provisions of this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding one thousand dollars.
shares, 19 & 20 Geo.
5, c. 23,
#. 45.
for hundred pounds"
for "hundred pounds"
3. 45.