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(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.
(7) In the case of the first allotment of share capital payable in cash of a company which does not issue any in- vitation to the public to subscribe for its shares, no alloiment shall be made unless the minimum subscription (that is to Bay)--
(a) the amount (if any) fixed by the memorandum
or articles and named in die statement in fou
of prospectus as the minimum subscription upon
which the directors may proceed to allotment;
of
(b) if no amount is so fixed and named, then the whole amout of the share capital other than that issued or agreed to be issued as fully or partly paid up otherwise than in cash,
has been subscribed and an amount not less than five per rent, of the nominal amount of each share payable in cash has been paid to and received by the company.
This subsection shall not apply to a private company or to a company which has allotted any shares or deboutures before the date of the coming into operation of this Or- dinauce.
88,-(1) Au allotment made by a company to an AP- Effect of plicant in contravention of the provisions of the last irregular foregoing section shall be voidable at the instance of the alleloent- applicant within one month after the holding of the statu- Ib. s. 85. tory meeting of the company and not later, and shail be so votiable notwithstanding that the company is in course of being wound up.
(2) If any director of a company knowingly contravenes or permits or authorises the contravention of any of the provisions of the last foregoing section with respect to allot- ment he shall be liable to compensate the company and the allotted respectively for any loss, damages, or costs which the company or the allottee may have sustained or incurred thereby Provided thatp roceedings to recover any such loss, damages, or costs shall not he commenced after the expira- tion of two years from the date of the allotment.
89.—(1) A company shall not commence any business Restrictions
or exercise any borrowing powers unless-
on cam- mencement
(2) shares held subject to the payment of the whole of business. amount thereof in cash have been allotted to 8 Edw. 7 c. an amount not less u the whole than the mini- 69 s. 87. mum subscription; and
(b) every director of the company has paid to the company on each of the shares taken or cou- tracted to be taken by him, and for which be is liable to pay in cash, a proportion equal to the prosportion payable on application and allotment ou the shares offered for public subscription, or in the case of a company which does not issue a propectus inviting the public to sub- scribe for its shares, ou the shares payable in cash; and
(e) there has been filed with the registrar of coin- panies a statutory declaration by the secretary
or one of the directors, in the prescribed form, that the aforosaid conditions have been com- plied with; aud
(d) in the case of a company which does not issue a prospectus inviting the public to subscribe for its shures, there has been filed with the registrar of companies a statement in lieu of prospectus.
(2) The registrar of companies shall, on the filing of this statutory declaration, certify that the company is entitled to commence business, and that certificate shall be conclusive evidence that the company is so entitled:
Return as tu allments.
Ib. s. 68.
Provided that in the case of a company which does not
issue a prospectus inviting the public to subscribe for its shares the registrar shall not give such certificato unless u statement in lieu of a prospectus bas been filed with him.
(3) Any contract made by a company before the date at which it is entitled to commence business shall be pro- visional only, and shall not be binding on the company until that date, and on that date it shall become binding.
(4) Nothing in this section shall prevent the simultaneous offer for subscription or allotment of any shares and de- beatures or the receipt of any money payable on application
for debentures.
(5) If any company commences business or exercises borrowing powers in contravention of this section, every person who is responsible for the contravention shall, without prejudice to any other liability, be liable to a fine not exceeding five hundred dollars for every day during which the contravention continnex,
(6) Nothing in this section shall apply to a private company, or to a company registered before the date of the coming into operation of this Ordinance which does not issue a prospectus inviting the public to subscribe for its shares.
90.-(1) Whonever a company limited by shares makes any allotment of its shares, die company shall within six weeks thereafter bile with the registrar of companies--
(a) a return of the allotments, stating the number and acminal amount of the slures comprised in in the allotment, the names, addressos, and descriptions of the allottees, and the amount (if any) paid or due and payable on each share;
and
(b) in the case of shares allotted as fully or partly paid up otherwise than in cush, a contract in writing constituting the title of the allottee to such allotment together with any contract of sale, or for services or other consideration in respect of which such allotment was made, such contracts being duly stamped, and a returu stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for? which they have been allotted.
(2) Where such a contract as above mentioned is not reduced to writing, the company shall within one month after the allotment file with the registrar of companies the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing, and those particulars shall be deemed to be nu instrument within the meaning of the Stamp Ordinance, 1901, or any Ordinance ameuding the samo and the registrar may, as a condition of filing the particulare, require that the duty payable thereon bo ad- judicated under section 9 of that Ordinause.
(3) If default is made in complying with the requirements of this section, every director, manager, secretary, or other officer of the company, who is knowingly a party to the default, shall be liable to a fine not exceeding five hundred dollars for every day during which the default contiunes:
Provided that, in case of default in filing with the regis- trar of companies within six weeks after the allotment any document required to be filed by this section, the company, or any person liable for the default, may apply to the court for relief, and the court, if satisfied that the omission to file the donment was accidental or due to inadvertence or that
it is just and equitable to grant relief, may make an order extending the time for the filing of the document for such period as the court may think proper.
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