Repeal and replacement of section 43.
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(b) by deleting subsection (4) and substituting the follow-
ing-
(4) If the conditions aforesaid have not been complied with on the expiration of thirty days after the first issue of the prospectus, all money received from applicants for shares shall be forthwith re- paid to them without interest, and, if any such money is not so repaid within thirty-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 eight per cent per annum from the expiration of the thirty-eighth day:
Provided that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.".
12. Section 43 of the principal Ordinance is repealed and replaced by the following new section—
"Prohibition
in certain cases unless statement in lieu of prospectus delivered to Registrar. 1948 c. 38. 1.4.
43. (1) A company having a share capital which of allotment does not issue a prospectus on its formation, or which has issued such a prospectus but has not proceeded to allot any of the shares offered to the public for subscription, shall not allot any of its shares or debentures unless at least three days before the first allotment of either shares or debentures there has been delivered to the Registrar for registration a statement 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 authorized in writing, in the form and containing the particulars set out in Part 1 of the Fourth Schedule and, in the cases mentioned in Part II of that Schedule, setting out the reports specified there- in, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule.
Fourth Schedule.
(2) Every statement in lieu of prospectus de- livered under subsection (1) shall, where the persons making any such report as aforesaid have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the said Fourth Schedule, have endorsed thereon or attached thereto a written state-
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ment signed by those person setting out the adjust- ments and giving the reasons therefor.
(3) This section shall not apply to a private company.
(4) If a company acts in contravention of sub- section (1) or (2), the company and every director of the company who knowingly and wilfully authorizes or permits the contravention shall be liable to a fine of two thousand dollars.
(5) Where a statement in lieu of prospectus delivered to the Registrar under subsection (1) in- cludes any untrue statement, any person who au- thorized the delivery of the statement in lieu of pros- pectus for registration shall be liable-
(a) on conviction on indictment, to a fine of fifty thousand dollars and to imprisonment for two years; or
(6) on summary conviction, to a fine of ten thousand dollars and to imprisonment for
six months;
unless he proves either that the untrue statement was immaterial or that he had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true.
(6) For the purposes of this section-
(a) a statement included in a statement in lev of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and
(b) a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein.
(7) The Governor in Council may by regulation amend the Fourth Schedule.”.
13. The principal Ordinance is amended by adding after section 44 the following new sections-
Addition of new sections 44A and 44B.
No comments yet.
Private notes are available after approval.