Third Schedale.
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(6) a copy of any contract required by para- graph 17 of the Third Schedule to be stated in the prospectus or, in the case of a con- tract not reduced into writing, a memoran- dum giving full particulars thereof or, if in the case of a prospectus deemed by virtue of a certificate granted under section 342A to comply with the requirements of that Schedule, a contract or a copy thereof or a memorandum of a contract is required to be available for inspection in connexion with the application under that section, a copy or, as the case may be, a memorandum of that contract; and
() where the persons making any report re- quired by Part II of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjust- ments as art mentioned in paragraph 41 of that Schedule, a written stalement signed by those persons setting out the adjustments and giving the reasons therefor.
(2) The references in paragraph (b) of subsec- tion (1) to the copy of a contract required thereby to be endorsed on or attached to a copy of the pros- pects sball. in the case of a contract wholly or partly in a language other than English, be taken as references lo a copy of a translation of the contract in English or a copy embodying a translation in English of the parts not in English, as the case may be, being a translation certified in the prescribed manner to be a correct translation and the reference to a copy of a contract required to be available for inspection shall include a reference to a copy of a translation thereof or a copy embodying a translation of parts thereof.
(3) The Registrar shall refuse to register a pros- pectus which relates to an intended company.
(4) The Registrar may refuse to register a pros- pectus delivered to him for registration if it does not comply in all respects with this Ordinance or con- tains any information likely to mislead or misleading in the form and context in which it is included.
Penalty for contraven- tion of sections 342 to 3420. 194 c. 38, L. 421.
Civil liability for misslate- ments in prospectus, 1948 c. 38,
Interpreta- Lion of provisiona
as to prog- pectuses.
1948 c. 38.
1. 43.
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(5) Any person aggrieved by the refusal of the Registrar to register a prospectus may appeal to the court and the court may either dismiss the appeal or order the Registrar to register the prospectus.
342D. Any person who is knowingly responsible for the issue, circulation or distribution of a pros- pectus, or for the issue of a form of application for shares or debentures, in contravention of any of the provisions of sections 342 to 342C shall be liable to a fine of ten thousand dollars.
342E. Section 40 shall extend to every pros- pectus offering for subscription shares in or deben- tures of a company incorporated outside the Colony, whether the company has or has not established a place of business in the Colony, with the substitution, for references to section 38C, of references to section 342B.
343. (1) Where any document by which any shares in or debentures of a company incorporated outside the Colony are offered for sale to the public would, if the company concerned had been a com- pany within the meaning of this Ordinance, have been deemed by virtue of section 41 to be a prospectus issued by the company, that document shall be deemed to be, for the purposes of this Part of this Ordinance, a prospectus issued by the company.
(2) An offer of shares or debentures for sub- scription or sale to any person whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this Part of this Ordinance.
(3) In this Part the expressions "prospectus", "shares" and "debentures" have the same meanings as when used in relation to a company incorporated under this Ordinance.".
19. The principal Ordinance is amended by adding, after section 350, the following new section-
"Obligation to give notice of paid-up capital.
350A. If any company includes or permits to be included a staloment of the authorized or issued capital of the company in any notice. circular, advertisement or other official publication of the
Addition of new section 350A.
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