section
Obligations
where no prospectus is issued.
..
840
either to induce him to become, or to qualify him as, a director, or, otherwise for services rendered by him or by the firm in connection with the promotion or formation of the com- pany; and
(n) 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 shares 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 fully paid at the date
of issue of the prospectus; er
(b) the purchase money is to le 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 iis validity or fulfilment
on the result of such issue.
(3) Where any of the property, to be angnired by the company is to be taken on lease, this section shati apply as if the expression vendor included the lessor, and the expression purchase money included the consideration for the lease, and the expression sub-purchaser” included a sub-lessee.
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(4) Any condition requiring or binding any applicant for shares or debeatures to waive complianco with any requirement of this section, or purporting to affect him with notice of any contract, doenment, or inatter specifically referred to in the prospectus, shall he void.
not
(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 memorandum 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 near any liability by reason of the non-compliance, if he proves flmt--
(a) as regards any matter not disclosed, he was not
ecguisant thereof; or
(b) the non-compliance arose from an honest mistake
of fact on his part.
Provided that in the event of non-complisure with the requirements contained in paragraph (m) of sub-section (1) of this section no director or other person shall incur any liability in respect of such non-compliance unless it bo proved that he had knowledge of the matters up: disclosed.
(7) This section shall not apply to a circular or notice inviting members or debenture holders of a company to subscribe either for shares or for debentures of the com- pany, whether with or without the right to renomace in favour of other persous, but subject as aforesaid, this section shall apply to any prospectus whether issued on or with reference to the formation of a company or subse- quently,
or
(8) The requirements of this [ as to the memorandum and the qualification, remuneration, and interest of directors, the names, descriptions, and widresses of d rectors 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 date at which the company is entitled to commence business.
(9) Nothing in this section shall limit or diminish any liability which any person may incur under 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 allotment of either shares or debentures there has been filed with the registrar of companies 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 authorised in writing, in the form and containing the parti- culars set out in the Second Schedule to this Ordinance.
8 Edw. 7 c. 69 s. 82.
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