cyprus companies law

8/3/2019 Cyprus Companies Law

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CHAPTER 113.

COMPANIES. (as amended)

ARRANGEMENT OF SECTIONS

1. Short title.

2. Interpretation.

PART I - INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO

Memorandum of Association.

3. Mode of forming incorporated company.4. Requirements with respect to memorandum.

5. Signature of memorandum.

. Restriction on alteration of memorandum.!. Mode in which and e"tent to which o#$ects of company may #e altered.

Articles of Association.

%. &rticles prescri#ing regulations for companies.

'. Regulations required in case of company limited #y guarantee.1(. &doption and application of )a#le &.

11. *rinting+ stamp+ and signature of articles.12. &lteration of articles #y special resolution.

Form of Memorandum and Articles.

13. Statutory forms of memorandum and articles.

Registration.

14. Registration of memorandum and articles.

15. ,ffect of registration.

1. *ower of company to hold immo-a#le property.

1!. onclusi-eness of certificate of incorporation.

Provisions with respect to Names of Companies.

1%. /ndesira#le name.

1'. hange of name.2(. *ower to dispense with 0limited in name of charita#le and other companies.

General Provisions with respect to Memorandum and Articles.

21. ,ffect of memorandum and articles.

22. *ro-ision as to memorandum and articles of companies limited #y guarantee.23. &lterations in memorandum or articles increasing lia#ility to contri#ute to share capital not to #ind e"isting

mem#ers without consent.

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24. *ower to alter conditions in memorandum which could ha-e #een contained in articles.25. opies of memorandum and articles to #e gi-en to mem#ers.

2. Issued copies of memorandum to em#ody alterations.

Membership of Company.

2!. efinition of mem#er.

2%. Mem#ership of holding company.

Private Companies.

2'. Meaning of 0pri-ate company.

3(. onsequences of default in complying with conditions constituting a company a pri-ate company.

31. Statement in lieu of prospectus to #e deli-ered to registrar #y company on ceasing to #e pri-ate company.

Reduction of Number of Members below egal Minimum.

32. Mem#ers se-erally lia#le for de#ts where #usiness carried on with fewer than se-en+ or in case of pri-atecompany two+ mem#ers.

Contracts! etc.

33. orm of contracts.

34. ills of e"change and promissory notes.35. ,"ecution of deeds a#road.

3. *ower for company to ha-e official seal for use a#road.

Authentication of documents.

3!. &uthentication of documents.

PART II - SHARE CAPITAL AND DEBENTURES.

Prospectus.

3%. ating of prospectus.

3'. Matters to #e stated and reports to #e set out in prospectus.4(. ,"perts consent to issue of prospectus containing statement #y him.

41. Registration of prospectus.42. Restriction on alteration of terms in prospectus or statement in lieu of prospectus.

43. i-il lia#ility for mis6statements in prospectus.

44. riminal lia#ility for mis6statements in prospectus.45. ocument containing offer of shares or de#entures for sale to #e deemed prospectus.4. Interpretation of pro-isions relating to prospectuses.

Allotment.

4!. *rohi#ition of allotment unless minimum su#scription recei-ed.

4%. *rohi#ition of allotment in certain cases unless statement in lieu of prospectus deli-ered to registrar.4'. ,ffect of irregular allotment.

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5(. &pplications for+ and allotment of+ shares and de#entures.51. Return as to allotments.

Commissions and "iscounts! etc.

52. *ower to pay certain commissions+ and prohi#ition of payment of all other commissions+ discounts+ etc.

53. *rohi#ition of pro-ision of financial assistance #y company for purchase of or su#scription for its own+ orits holding companys+ shares.

Construction of References to offering #hares or "ebentures to the Public.

54. onstruction of references to offering shares or de#entures to the pu#lic.

$ssue of #hares at Premium and "iscount and Redeemable Preference #hares.

55. &pplication of premiums recei-ed on issue of shares.

5. *ower to issue shares at a discount.5!. *ower to issue redeema#le preference shares.

Miscellaneous Provisions as to #hare Capital.

5%. *ower of company to arrange for different amounts #eing paid on shares.

5'. Reser-e lia#ility of company.(. *ower of company limited #y shares to alter its share capital.

1. 7otice to registrar of consolidation of share capital+ con-ersion of shares into stoc8+ etc.2. 7otice of increase of share capital.

3. *ower of company to pay interest out of capital in certain cases.

Reduction of #hare Capital

4. Special resolution for reduction of share capital.5. &pplication to ourt for confirming order+ o#$ections #y creditors+ and settlement of list of o#$ecting

creditors.. 9rder confirming reduction and powers of ourt on ma8ing such order.

!. Registration of order and minute of reduction.

%. :ia#ility of mem#ers in respect of reduced shares.

'. *enalty for concealing name of creditor+ etc.

%ariation of #hareholders& Rights.

!(. Rights of holders of special classes of shares.

'ransfer of #hares and "ebentures! (vidence of 'itle! etc.

!1. 7ature of shares.

!2. 7um#ering of shares.!3. )ransfer not to #e registered e"cept on production of instrument of transfer.

!4. )ransfer #y personal representati-e.!5. Registration of transfer at request of transferor.

!. 7otice of refusal to register transfer.

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!!. ertification of transfers.!%. uties of company with respect to issue of certificates.

!'. ertificate to #e e-idence of title.

%(. ,-idence of grant of pro#ate.%1. Issue and effect of share warrants to #earer.

%2. *enalty for personation of shareholder.

#pecial Provisions as to "ebentures.

%3. Register of de#enture holders.

%4. Rights of inspection of register of de#enture holders and to copies of register and trust deed.%5. :ia#ility of trustees for de#enture holders.

%. *erpetual de#entures.%!. *ower to re6issue redeemed de#entures in certain cases.

%%. Specific performance of contracts to ta8e up de#entures.%'. *ayment of certain de#ts out of assets su#$ect to floating charge in priority to claims under the charge.

PART III - CHARGES AND MORTGAGES.

Registration of Charges and Recording of Mortgages.

'(. Registration of charges created #y companies registered in the olony.

'1. uty of company with regard to charges and mortgages created #y company.'2. uty of company to register charges e"isting on property acquired.

'3. Register of charges to #e 8ept #y registrar of companies.'4. ,ndorsement of certificate of registration on de#entures.

'5. ,ntries of satisfaction and release of property from charge.'. Rectification of register of charges or record of mortgages.

'!. Registration of enforcement of security.

Provisions as to Company&s Register of Charges and of )oo* of Mortgages and as to Copies of $nstruments creating

Charges and Mortgages.

'%. opies of instruments creating charges and mortgages to #e 8ept #y company.''. ompanys register of charges and #oo8 of mortgages.

1((. Right to inspect.

Application of Part $$$ to Companies incorporated outside the Colony.

1(1. &pplication of *art III to charges and mortgages created+ etc.+ #y company incorporated outside the olony.

PART I - MANAGEMENT AND ADMINISTRATION.

Registered +ffice and Name.

1(2. Registered office of company.

1(3. *u#lication of name #y company.

Restrictions on Commencement of )usiness.

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1(4. Restrictions on commencement of #usiness.

Register of Members.

1(5. Register of mem#ers.1(. Inde" of mem#ers.

1(!. *ro-isions as to entries in register in relation to share warrants.1(%. Inspection of register and inde".

1('. onsequences of failure to comply with requirements as to register owing to agents default.11(. *ower to close register.

111. *ower of ourt to rectify register.112. )rusts not to #e entered on register in the olony.

113. Register to #e e-idence.113&. 7otification of new shareholders.

"ominion Register.

114. *ower for company to 8eep dominion register.

115. Regulations as to dominion register.

11. Stamp duties in case of shares registered in dominion registers.11!. *ro-isions as to #ranch registers of dominion companies 8ept in the olony.

Annual Return.

;a< &nnual return to #e made #y company ha-ing a share capital.11'. &nnual return to #e made #y company not ha-ing a share capital.12(. )ime for completion of annual return.

121. ocuments to #e anne"ed to annual return.

122. ertificates to #e sent #y pri-ate company with annual return.

123. ,"emption+ in certain cases+ of pri-ate companies from requirements of section 121.

Meetings and Proceedings.

124. Statutory meeting and statutory report.125. &nnual general meeting.

12. on-ening of e"traordinary general meeting on requisition.12!. :ength of notice for calling meetings.

12%. =eneral pro-isions as to meetings and -otes.12'. *ower of ourt to order meeting.

13(. *ro"ies.131. Right to demand a poll.

132. >oting on a poll.133. Representation of corporations at meetings of companies and of creditors.

134. irculation of mem#ers resolutions+ etc.135. ,"traordinary and special resolutions.

13. Resolutions requiring special notice.

13!. Registration and copies of certain resolutions and agreements.13%. Resolutions passed at ad$ourned meetings.

13'. Minutes of proceedings of meetings of company and of directors and managers.

14(. Inspection of minute #oo8s.

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Accounts and Audit.

141. ?eeping of #oo8s of account.

142. *rofit and loss account and #alance sheet.

143. =eneral pro-isions as to contents and form of accounts.144. 9#ligation to lay group accounts #efore holding company.145. orm of group accounts.

14. ontents of group accounts.14!. inancial year of holding company and su#sidiary.

14%. Meaning of 0holding company and 0su#sidiary.14'. Signing of #alance sheet.

15(. &ccounts and auditors report to #e anne"ed to #alance sheet.

151. irectors report to #e attached to #alance sheet.152. Right to recei-e copies of #alance sheets and auditors report.

153. &ppointment and remuneration of auditors.

154. *ro-isions as to resolutions relating to appointment and remo-al of auditors.155. isqualifications for appointment as auditor.

15. &uditors report and right of access to #oo8s+ etc.15!. onstruction of references to documents anne"ed to accounts.

$nspection.

15%. In-estigation of companys affairs on application of mem#ers.

15'. In-estigation of companys affairs in other cases.

1(. *ower of inspectors to carry in-estigation into affairs of related companies.11. *roduction of documents+ and e-idence+ on in-estigation.

12. Inspectors report.13. *roceedings on inspectors report.

14. ,"penses of in-estigation of companys affairs.15. Inspectors report to #e e-idence.

1. &ppointment and powers of inspectors to in-estigate ownership of company.1!. *ower to require information as to persons interested in shares or de#entures.

1%. *ower to impose restrictions on shares or de#entures.1'. Sa-ing for ad-ocates and #an8ers.

"irectors and other +fficers.

1!(. irectors.1!1. Secretary.

1!2. *rohi#ition of certain persons #eing sole director or secretary.1!3. &-oidance of acts done #y person in dual capacity as director and secretary.

1!4. >alidity of acts of directors.1!5. Restrictions on appointment or ad-ertisement of director.

1!. Share qualifications of directors.1!!. &ppointment of directors to #e -oted on indi-idually.

1!%. Remo-al of directors.1!'. *ro-isions as to undischarged #an8rupts acting as directors.

1%(. *ower to restrain fraudulent persons from managing companies.1%1. *rohi#ition of ta"6free payments to directors.

1%2. *rohi#ition of loans to directors.1%3. &ppro-al of company requisite for payment #y it to director for loss of office+ etc.

1%4. &ppro-al of company requisite for any payment+ in connection with transfer of its property+ to director for


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loss of office+ etc.1%5. uty of director to disclose payment for loss of office+ etc.+ made in connection with transfer of shares in

company.

1%. *ro-isions supplementary to sections 1%3+ 1%4 and 1%5.1%!. Register of directors shareholdings+ etc.

1%%. *articulars in accounts of directors salaries+ pensions+ etc.

1%'. *articulars in accounts of loans to officers+ etc.1'(. =eneral duty to ma8e disclosure for purposes of sections 1%!+ 1%% and 1%'.

1'1. isclosure #y directors of interests in contracts.1'2. Register of directors and secretaries.

1'3. *articulars with respect to directors in trade catalogues+ circulars+ etc.1'4. ompany may ha-e directors with unlimited lia#ility.

1'5. Special resolution of company ma8ing lia#ility of directors unlimited.1'. *ro-isions as to assignment of office #y directors.

Avoidance of Provisions in Articles or Contracts relieving +fficers from iability.

1'!. *ro-isions as to lia#ility of officers and auditors.

Arrangements and Reconstructions.

1'%. *ower to compromise with creditors and mem#ers.1''. Information as to compromises with creditors and mem#ers.

2((. *ro-isions for facilitating reconstruction and amalgamation of companies.2(1. *ower to acquire shares of shareholders dissenting from scheme or contract appro-ed #y ma$ority.

Minorities.

2(2. &lternati-e remedy to winding up in cases of oppression.

PART - !INDING UP

(I) PRELIMINAR"

Modes of ,inding -p.

2(3. Modes of winding up.

Contributories.

2(4. :ia#ility as contri#utories of present and past mem#ers.

2(5. efinition of 0contri#utory.2(. 7ature of lia#ility of contri#utory.

2(!. ontri#utories in case of death of mem#er.2(%. ontri#utories in case of #an8ruptcy of mem#er

(II) !INDING UP B" THE COURT

urisdiction.

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2('. @urisdiction for winding up.21(. )ransfer of proceedings from one ourt to another and statement of case #y the ourt.

Cases in which Company may be wound up by Court.

211. ircumstances in which company may #e wound up #y ourt.

212. efinition of ina#ility to pay de#ts.

Petition for ,inding -p and (ffects thereof.

213. *ro-isions as to applications for winding up.214. *owers of ourt on hearing petition.

215. *ower to stay or restrain proceedings against company.

21. &-oidance of dispositions of property+ etc.+ after commencement of winding up.21!. &-oidance of attachments+ etc.+ in case of winding up.

Commencement of ,inding -p.

21%. ommencement of winding up #y the ourt.

Conse/uences of ,inding up +rder.

21'. opy of order to #e forwarded to registrar.

22(. &ctions stayed on winding6up order.221. ,ffect of winding6up order.

+fficial Receiver in ,inding -p.

222. 9fficial Recei-er and Registrar to #e official recei-er for winding6up purposes.

223. &ppointment of official recei-er #y ourt in certain cases.224. Statement of companys affairs to #e su#mitted to official recei-er.

225. Report #y official recei-er.

i/uidators.

22. *ower of ourt to appoint liquidators.22!. &ppointment and powers of pro-isional liquidator.

22%. &ppointment+ style+ etc.+ of liquidators.22'. *ro-isions where person other than official recei-er is appointed liquidator.

23(. =eneral pro-isions as to liquidators.231. ustody of companys property.

232. >esting of property of company in liquidator.233. *owers of liquidator.

234. ,"ercise and control of liquidators powers.235. oo8s to #e 8ept #y liquidator.

23. *ayments of liquidator into #an8.

23!. &udit of liquidators accounts.23%. ontrol of official recei-er o-er liquidators.

23'. Release of liquidators.

Committees of $nspection.

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24(. Meetings of creditors and contri#utories to determine whether committee of inspection shall #e appointed.241. onstitution and proceedings of committee of inspection.

242. Ahere no committee of inspection.

General Powers of Court in case of ,inding -p by Court.

243. *ower to stay winding up.244. Settlement of list of contri#utories and application of assets.

245. eli-ery of property to liquidator.

24. *ayment of de#ts due #y contri#utory to company and e"tent to which set6off allowed.24!. *ower of ourt to ma8e calls.

24%. *ayment into #an8 of moneys due to company.

24'. 9rder on contri#utory conclusi-e e-idence.25(. &ppointment of special manager.

251. *ower to e"clude creditors not pro-ing in time.252. &d$ustment of rights of contri#utories.

253. Inspection of #oo8s #y creditors and contri#utories.254. *ower to order costs of winding up to #e paid out of assets.

255. *ower to summon persons suspected of ha-ing property of company+ etc.25. *ower to order pu#lic e"amination of promoters and officers.

25!. *ower to arrest a#sconding contri#utory.25%. *owers of ourt cumulati-e.

25'. elegation to liquidator of certain powers of ourt.2(. issolution of company.

(III) OLUNTAR" !INDING UP

Resolutions for! and Commencement of! %oluntary ,inding -p.

21. ircumstances in which company may #e wound up -oluntarily.22. 7otice of resolution to wind up -oluntarily.

23. ommencement of -oluntary winding up.

Conse/uences of %oluntary ,inding -p.

24. ,ffect of -oluntary winding up on #usiness and status of company.

25. &-oidance of transfers+ etc.+ after commencement of -oluntary winding up.

"eclaration of #olvency.

2. Statutory declaration of sol-ency in case of proposal to wind up -oluntarily.

Provisions applicable to a Members& %oluntary ,inding -p.

2!. *ro-isions applica#le to a mem#ers winding up.

2%. *ower of company to appoint and fi" remuneration of liquidators.2'. *ower to fill -acancy in office of liquidator.

2!(. *ower of liquidator to accept shares+ etc.+ as consideration for sale of property of company.2!1. uty of liquidator to call creditors meeting in case of insol-ency.

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2!2. uty of liquidator to call general meeting at end of each year.2!3. inal meeting and dissolution.

2!4. &lternati-e pro-isions as to annual and final meetings in case of insol-ency.

Provisions applicable to a Creditors& %oluntary ,inding -p.

2!5. *ro-isions applica#le to a creditors winding up.

2!. Meeting of creditors.2!!. &ppointment of liquidator.

2!%. &ppointment of committee of inspection.2!'. i"ing of liquidators remuneration and cesser of directors powers.

2%(. *ower to fill -acancy in office of liquidator.

2%1. &pplication of section 2!( to a creditors -oluntary winding up.2%2. uty of liquidator to call meetings of company and of creditors at end of each year.

2%3. inal meeting and dissolution.

Provisions applicable to every %oluntary ,inding -p.

2%4. *ro-isions applica#le to e-ery -oluntary winding up.2%5. istri#ution of property of company.

2%. *owers and duties of liquidator in -oluntary winding up.2%!. *ower of ourt to appoint and remo-e liquidator in -oluntary winding up.

2%%. 7otice #y liquidator of his appointment.

2%'. &rrangement when #inding on creditors.

2'(. *ower to apply to ourt to ha-e questions determined or powers e"ercised.2'1. osts of -oluntary winding up.

2'2. Sa-ing for rights of creditors and contri#utories.

(I) !INDING UP SUB#ECT TO SUPERISION OF COURT

2'3. *ower to order winding up su#$ect to super-ision.2'4. ,ffect of petition for winding up su#$ect to super-ision.

2'5. &pplication of sections 21 and 21! to winding up su#$ect to super-ision.2'. *ower of ourt to appoint or remo-e liquidators.

2'!. ,ffect of super-ision order.

() PROISIONS APPLICABLE TO EER" MODE OF !INDING UP

Proof and Ran*ing of Claims.

2'%. e#ts of all descriptions may #e pro-ed.

2''. &pplication of #an8ruptcy rules in winding up of insol-ent companies.

3((. *referential payments.

(ffect of ,inding -p on antecedent and other 'ransactions.

3(1. raudulent preference.3(2. :ia#ilities and rights of certain fraudulently preferred persons.

3(3. ,ffect of floating charge.3(4. isclaimer of onerous property in case of company #eing wound up.

3(5. Restriction of rights of creditor as to e"ecution or attachment in case of company #eing wound up.

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PART I - RECEIERS AND MANAGERS

334. isqualification of #ody corporate for appointment as recei-er.

335. isqualification of undischarged #an8rupt from acting as recei-er or manager.

33. Recei-er for de#enture holders or creditors.33!. Recei-ers and managers appointed out of ourt.33%. 7otification that recei-er or manager appointed.

33'. *ower of ourt to fi" remuneration on application of liquidator.34(. *ro-isions as to information where recei-er or manager appointed.

341. Special pro-isions as to statement su#mitted to recei-er.342. eli-ery to registrar of accounts of recei-ers and managers.

343. ,nforcement of duty of recei-ers and managers to ma8e returns+ etc.

344. onstruction of references to recei-ers and managers.

PART II - APPLICATION OF LA! TO COMPANIES FORMED OR REGISTERED UNDER FORMER

LA!S

345. &pplication of :aw to companies formed and registered under former ompanies :aws.

PART III - COMPANIES INCORPORATED OUTSIDE THE COLON"

Provisions as to (stablishment of Place of )usiness in the Colony.

34. &pplication of sections 34! to 353.

34!. ocuments+ etc.+ to #e deli-ered to registrar #y o-ersea companies carrying on #usiness in the olony.34%. *ower of o-ersea company to hold immo-a#le property.

34'. Return to #e deli-ered to registrar #y o-ersea company where documents+ etc.+ altered.35(. &ccounts of o-ersea company.

351. 9#ligation to state name of o-ersea company+ whether limited+ and country where incorporated.352. Ser-ice on o-ersea company.

353. *enalties.354. Interpretation of sections 34! to 353.

Prospectuses.

355. ating of prospectus and particulars to #e contained therein.

35. ,"clusion of section 355 and rela"ation of ourth Schedule in case of certain prospectuses.35!. *ro-isions as to e"perts consent+ and allotment.

35%. Registration of prospectus.

35'. *enalty for contra-ention of sections 355 to 35%.3(. i-il lia#ility for mis6statements in prospectus.

31. Interpretation of pro-isions as to prospectuses.

,inding -p.

32. Ainding up of o-ersea companies.

PART I$ - GENERAL PROISIONS AS TO REGISTRATION

33. Registration offices.34. ees.

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35. Inspection+ production and e-idence of documents 8ept #y registrar.3. ,nforcement of duty of company to ma8e returns to registrar.

PART $ - MISCELLANEOUS PROISIONS !ITH RESPECT TO BAN%ING COMPANIES AND

CERTAIN ASSOCIATIONS

3!. *rohi#ition of #an8ing with more than ten mem#ers.

3%. *ri-ileges of #an8s ma8ing annual return.3'. *u#lication of periodical statements #y #an8ing companies+ etc.

3!(. *rohi#ition of association with more than twenty mem#ers.

PART $I - GENERAL

3!1. orm of registers+ etc.

3!2. Ser-ice of documents on a company.

+ffences.

3!3. *enalty for false statements.

3!4. *enalty for improper use of word 0limited.3!5. *ro-ision with respect to default fines and meaning of 0officer in default.

3!. *roduction and inspection of #oo8s where offence suspected.

3!!. @urisdiction of istrict ourt in continuing offences.3!%. *ro-isions as to offences punisha#le solely #y fine.

3!'. &pplication of fines.3%(. Sa-ing as to pri-ate prosecutors.

3%1. Sa-ing for pri-ileged communications.

egal proceedings.

3%2. osts in actions #y certain companies.3%3. *ower of ourt to grant relief in certain cases.

3%4. *ower to enforce orders.

General provisions as to Governor.

3%5. &uthentication of documents issued #y the =o-ernor.

3%. ocuments made or issued #y =o-ernor to #e e-idence.3%!. *ower to =o-ernor in ouncil to ma8e regulations.

#upplemental.

3%%. onstruction of references in other :aws to companies registered under the former ompanies :aws.3%'. Sa-ings.

3'(. *ro-isions as to winding6up proceedings commenced #efore the date of commencement of the :aw.3'1. Insurance #usiness not allowed.

SB,/:,SC

irst Schedule. 6 )a#les &+ + and

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Second Schedule. 6 orm of licence to hold immo-a#le property)hird Schedule. 6 orm of statement in lieu of prospectus to #e deli-ered to registrar #y a pri-ate company on

#ecoming a pu#lic company and reports to #e set out therein

ourth Schedule. 6 Matters to #e specified in prospectus and reports to #e set out thereinifth Schedule. 6 orm of statement in lieu of prospectus to #e deli-ered to registrar #y a company which does not

issue a prospectus or which does not go to allotment on a prospectus issued+ and reports to #e set out therein

Si"th Schedule. 6 ontents and form of annual return of a company ha-ing a share capitalSe-enth Schedule. 6 onditions as to interests in shares and de#entures of e"empt pri-ate company

,ighth Schedule. 6 &ccounts7inth Schedule. 6 Matters to #e e"pressly stated in auditors report

)enth Schedule. 6 *ro-isions of this :aw which do not apply in the case of a winding up su#$ect to super-ision of theourt

,le-enth Schedule. 6 ees to #e paid to the registrar of companies)welfth Schedule. 6 orm of statement to #e pu#lished #y #an8ing companies and deposit+ pro-ident and #enefit

societies)hirteenth Schedule. 6 *ro-isions referred to in section 3!3

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S&' *+e.

1. )his :aw may #e cited as the ompanies :aw.

Ine,ea*'n.

.(1) In this :aw+ unless the conte"t otherwise requires+ the following e"pressions ha-e the meanings here#y

assigned to them ;that is to say


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0e"isting company means a company formed and registered under the ompanies ;:imited :ia#ility.(1) & prospectus in-iting persons to su#scri#e for shares in or de#entures of a company and including a

statement purporting to #e made #y an e"pert shall not #e issued unless 6

;gggg< he has gi-en and has not+ #efore deli-ery of a copy of the prospectus for registration+withdrawn his written consent to the issue thereof with the statement included in the

form and conte"t in which it is includedD and

;hhhh< a statement that he has gi-en and has not withdrawn his consent as aforesaid appears inthe prospectus.

;iiii< If any prospectus is issued in contra-ention of this section the company and e-ery person who is 8nowingly

a party to the issue thereof shall #e lia#le to imprisonment not e"ceeding two years or to a fine not e"ceeding onehundred pounds or to #oth such imprisonment and fine.

;$$$$< In this section the e"pression 0e"pert includes engineer+ -aluer+ accountant and any other person whoseprofession gi-es authority to a statement made #y him.

Re/*sa*'n ' ,'s,e0s.

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51.(1) 7o prospectus shall #e issued #y or on #ehalf of a company or in relation to an intended company unless+on or #efore the date of its pu#lication+ there has #een deli-ered to the registrar of companies for registration a copy

thereof signed #y e-ery person who is named therein as a director or proposed director of the company+ or #y his

agent authoriEed in writing+ and ha-ing endorsed thereon or attached thereto 6

;8888< any consent to the issue of the prospectus required #y section 4( from any person as ane"pertD and

;llll< in the case of a prospectus issued generally ;that is to say+ issued to persons who are note"isting mem#ers or de#enture holders of the company


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prospectus+ e"cept su#$ect to the appro-al of the statutory meeting.

() )his section shall not apply to a pri-ate company.

C*@*+ +*a9*+* ' m*s-saemens *n ,'s,e0s.

53.(1) Su#$ect to the pro-isions of this section+ where a prospectus in-ites persons to su#scri#e for shares in or

de#entures of a company+ the following persons shall #e lia#le to pay compensation to all persons who su#scri#e forany shares or de#entures on the faith of the prospects for the loss or damage they may ha-e sustained #y reason of

any untrue statement included therein+ that is to say 6

;ssss< e-ery person who is a director of the company at the time of the issue of the prospectusD

;tttt< e-ery person who has authoriEed himself to #e named and is named in the prospectus asa director or as ha-ing agreed to #ecome a director either immediately or after an

inter-al of timeD

;uuuu< e-ery person #eing a promoter of the companyD and

;----< e-ery person who has authoriEed the issue of the prospectusC

*ro-ided that where+ under section 4(+ the consent of a person is required to the issue of a prospectus and

he has gi-en that consent+ he shall not #y reason of his ha-ing gi-en it #e lia#le under this su#section as a person

who has authoriEed the issue of the prospectus e"cept in respect of an untrue statement purporting to #e made #yhim as an e"pert.

() 7o person shall #e lia#le under su#section ;1< if he pro-es 6

;wwww< that+ ha-ing consented to #ecome a director of the company+ he withdrew hisconsent #efore the issue of the prospectus+ and that it was issued without his authority orconsentD or

;""""< that the prospectus was issued without his 8nowledge or consent+ and that on #ecomingaware of its issue he forthwith ga-e reasona#le pu#lic notice that it was issued withouthis 8nowledge or consentD or

;yyyy< that+ after the issue of the prospectus and #efore allotment thereunder+ he+ on #ecomingaware of any untrue statement therein+ withdrew his consent thereto and ga-e reasona#le

pu#lic notice of the withdrawal and of the reason thereforD or

;EEEE< that 6

;aaaaa< as regards e-ery untrue statement not purporting to #e made on the authority ofan e"pert or of a pu#lic official document or statement+ he had reasona#leground to #elie-e+ and did up to the time of the allotment of the shares or

de#entures+ as the case may #e+ #elie-e that the statement was trueD and

;#####< as regards e-ery untrue statement purporting to #e a statement #y an

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e"pert or contained in what purports to #e a copy of or e"tract from a report or-aluation of an e"pert+ it fairly represented the statement+ or was a correct and

fair copy of or e"tract from the report or -aluation+ and he had reasona#le

ground to #elie-e and did up to the time of the issue of the prospectus #elie-ethat the person ma8ing the statement was competent to ma8e it and that person

had gi-en the consent required #y section 4( to the issue of the prospectus and

had not withdrawn that consent #efore deli-ery of a copy of the prospectus forregistration or+ to the defendants 8nowledge #efore allotment thereunderD and

;ccccc< as regards e-ery untrue statement purporting to #e a statement made #y anofficial person or contained in what purports to #e a copy of or e"tract from apu#lic official document+ it was a correct and fair representation of the

statement or copy of or e"tract from the documentC

*ro-ided that this su#section shall not apply in the case of a person lia#le+ #y reason of his ha-ing gi-en a

consent required of him #y the said section 4(+ as a person who has authoriEed the issue of the prospectus in respect

of an untrue statement purporting to #e made #y him as an e"pert.

(3) & person who+ apart from this su#section would under su#section ;1< #e lia#le+ #y reason of his ha-ing

gi-en a consent required of him #y section 4( as a person who has authoriEed the issue of a prospectus in respect ofan untrue statement purporting to #e made #y him as an e"pert shall not #e so lia#le if he pro-es 6

;ddddd< that+ ha-ing gi-en his consent under the said section 4( to the issue of theprospectus+ he withdrew it in writing #efore deli-ery of a copy of the prospectus for

registrationD or

;eeeee< that+ after deli-ery of a copy of the prospectus for registration and #efore allotmentthereunder+ he+ on #ecoming aware of the untrue statement+ withdrew his consent in

writing and ga-e reasona#le pu#lic notice of the withdrawal+ and of the reason thereforDor

;fffff< that he was competent to ma8e the statement and that he had reasona#le ground to#elie-e and did up to the time of the allotment of the shares or de#entures+ as the case

may #e+ #elie-e that the statement was true.

(5) Ahere 6

;ggggg< the prospectus contains the name of a person as a director of the company+ or asha-ing agreed to #ecome a director thereof+ and he has not consented to #ecome a

director+ or has withdrawn his consent #efore the issue of the prospectus+ and has notauthorised or consented to the issue thereofD or

;hhhhh< the consent of a person is required under section 4( to the issue of theprospectus and he either has not gi-en that consent or has withdrawn it #efore the issueof the prospectus+

the directors of the company+ e"cept any without whose 8nowledge or consent the prospectus was issued+ and anyother person who authorised the issue thereof shall #e lia#le to indemnify the person named as aforesaid or whose

consent was required as aforesaid+ as the case may #e+ against all damages+ costs and e"penses to which he may #emade lia#le #y reason of his name ha-ing #een inserted in the prospectus or of the inclusion therein of a statement

purporting to #e made #y him as an e"pert+ as the case may #e+ or in defending himself against any action or legal

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proceeding #rought against him in respect thereofC

*ro-ided that a person shall not #e deemed for the purposes of this su#section to ha-e authorised the issue

of a prospectus #y reason only of his ha-ing gi-en the consent required #y section 4( to the inclusion therein of astatement purporting to #e made #y him as an e"pert.

(6) or the purposes of this section 6

;iiiii< the e"pression 0promoter means a promoter who was a party to the preparation of theprospectus or of the portion thereof containing the untrue statement+ #ut does not include

any person #y reason of his acting in a professional capacity for persons engaged inprocuring the formation of the companyD and

;$$$$$< the e"pression 0e"pert has the same meaning as in section 4(.

C*m*na+ +*a9*+* ' m*s-saemens *n ,'s,e0s.

55.(1) Ahere a prospectus issued after the commencement of this :aw includes any untrue statement+ any person

who authorised the issue of the prospectus shall #e lia#le on con-iction to imprisonment not e"ceeding two years+ orto a fine not e"ceeding one hundred pounds+ or to #oth such imprisonment and fine unless he pro-es either that the

statement was immaterial or that he had reasona#le ground to #elie-e and did up to the time of the issue of the

prospectus #elie-e that the statement was true.

() & person shall not #e deemed for the purposes of this section to ha-e authorised the issue of a prospectus

#y reason only of his ha-ing gi-en the consent required #y section 4( to the inclusion therein of a statementpurporting to #e made #y him as an e"pert.

D'0men 0'na*n*n/ 'e ' s&aes ' de9enes ' sa+e ' 9e deemed ,'s,e0s.

56.(1) Ahere a company allots or agrees to allot any shares in or de#entures of the company with a -iew to all orany of those shares or de#entures #eing offered for sale to the pu#lic+ any document #y which the offer for sale to the

pu#lic is made shall for all purposes #e deemed to #e a prospectus issued #y the company+ and all enactments andrules of law as to the contents of prospectuses and to lia#ility in respect of statements in and omissions from

prospectuses+ or otherwise relating to prospectuses+ shall apply and ha-e effect accordingly+ as if the shares orde#entures had #een offered to the pu#lic for su#scription and as if persons accepting the offer in respect of any

shares or de#entures were su#scri#ers for those shares or de#entures+ #ut without pre$udice to the lia#ility+ if any+ of

the persons #y whom the offer is made+ in respect of mis6statements contained in the document or otherwise inrespect thereof.

() or the purposes of this :aw+ it shall+ unless the contrary is pro-ed+ #e e-idence that an allotment of+ or anagreement to allot+ shares or de#entures was made with a -iew to the shares or de#entures #eing offered for sale to

the pu#lic if it is shown 6

;88888< that an offer of the shares or de#entures or of any of them for sale to the pu#licwas made within si" months after the allotment or agreement to allotD or

;lllll< that at the date when the offer was made the whole consideration to #e recei-ed #y the

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company in respect of the shares or de#entures had not #een so recei-ed.

(3) Section 3' as applied #y this section shall ha-e effect as if it required a prospectus to state in addition to the

matters required #y that section to #e stated in a prospectus 6

;mmmmm< the net amount of the consideration recei-ed or to #e recei-ed #y the companyin respect of the shares or de#entures to which the offer relatesD and

;nnnnn< the place and time at which the contract under which the said shares orde#entures ha-e #een or are to #e allotted may #e inspectedD

and section 41 as applied #y this section shall ha-e effect as though the persons ma8ing the offer were persons

named in a prospectus as directors of a company.

(5) Ahere a person ma8ing an offer to which this section relates is a company or a firm+ it shall #e sufficient if

the document aforesaid is signed on #ehalf of the company or firm #y two directors of the company or not less thanhalf of the partners+ as the case may #e+ and any such director or partner may sign #y his agent authorised in writing.

Ine,ea*'n ' ,'@*s*'ns e+a*n/ ' ,'s,e0ses.

57. or the purposes of the foregoing pro-isions of this *art 6

;ooooo< a statement included in a prospectus shall #e deemed to #e untrue if it ismisleading in the form and conte"t in which it is includedD and

;ppppp< a statement shall #e deemed to #e included in a prospectus if it is containedtherein or in any report or memorandum appearing on the face thereof or #y reference

incorporated therein or issued therewith.

Allotment.

P'&*9**'n ' a++'men n+ess m*n*mm s9s0*,*'n e0e*@ed.

5;.(1) 7o allotment shall #e made of any share capital of a company offered to the pu#lic for su#scription unlessthe amount stated in the prospectus as the minimum amount which+ in the opinion of the directors+ must #e raised #y

the issue of share capital in order to pro-ide for the matters specified in paragraph 4 of the ourth Schedule has #eensu#scri#ed+ and the sum paya#le on application for the amount so stated has #een paid to and recei-ed #y the

company.

or the purposes of this su#section+ a sum shall #e deemed to ha-e #een paid to and recei-ed #y the

company if a cheque for that sum has #een recei-ed in good faith #y the company and the directors of the company

ha-e no reason for suspecting that the cheque will not #e paid.

;qqqqq< )he amount so stated in the prospectus shall #e rec8oned e"clusi-ely of any amount paya#leotherwise than in cash and is in this :aw referred to as the 0minimum su#scription.

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;rrrrr< )he amount paya#le on application on each share shall not #e less than fi-e per cent of the nominal amountof the share.

;sssss< If the conditions aforesaid ha-e not #een complied with on the e"piration of forty days after the first issue

of the prospectus+ all money recei-ed from applicants for shares shall #e forthwith repaid to them without interest+and+ if any such money is not so repaid within forty6eight days after the issue of the prospectus+ the directors of thecompany shall #e $ointly and se-erally lia#le to repay that money with interest at the rate of fi-e per cent per annum

from the e"piration of the forty6eighth dayC

*ro-ided that a director shall not #e lia#le if he pro-es that the default in the repayment of the money was

not due to any misconduct or negligence on his part.

;ttttt< &ny condition requiring or #inding any applicant for shares to wai-e compliance with any requirement ofthis section shall #e -oid.

;uuuuu< )his section+ e"cept su#section ;3


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;aaaaaa< a statement included in a statement in lieu of prospectus shall #e deemed to #euntrue if it is misleading in the form and conte"t in which it is includedD and

;######< a statement shall #e deemed to #e included in a statement in lieu of prospectus

if it is contained therein or in any report or memorandum appearing on the face thereofor #y reference incorporated therein.

Ee0 ' *e/+a a++'men.

5=.(1) &n allotment made #y a company to an applicant in contra-ention of the pro-isions of sections 4! and 4%shall #e -oida#le at the instance of the applicant within one month after the holding of the statutory meeting of the

company and not later+ or+ in any case where the company is not required to hold a statutory meeting+ or where theallotment is made after the holding of the statutory meeting+ within one month after the date of the allotment+ and not

later+ and shall #e so -oida#le notwithstanding that the company is in course of #eing wound up.

() If any director of a company 8nowingly contra-enes+ or permits or authoriEes the contra-ention of+ any of

the pro-isions of the said sections with respect to allotment+ he shall #e lia#le to compensate the company and the

allottee respecti-ely for any loss+ damages or costs which the company or the allottee may ha-e sustained or incurredthere#yC

*ro-ided that proceedings to reco-er any such loss+ damages+ or costs shall not #e commenced after thee"piration of two years from the date of the allotment.

A,,+*0a*'n '? and a++'men '? s&aes and de9enes.

6>.(1) 7o allotment shall #e made of any shares in or de#entures of a company in pursuance of a prospectusissued generally and no proceedings shall #e ta8en on applications made in pursuance of a prospectus so issued+ until

the #eginning of the third day after that on which the prospectus is first so issued or such later time ;if any< as may#e specified in the prospectus.

)he #eginning of the said third day or such later time as aforesaid is hereafter in this :aw referred to as 0thetime of the opening of the su#scription lists.

() In su#section ;1< the reference to the day on which the prospectus is first issued generally shall #econstrued as referring to the day on which it is first so issued as a newspaper ad-ertisementC

*ro-ided that+ if it is not so issued as a newspaper ad-ertisement #efore the third day after that on which itis first so issued in any other manner+ the said reference shall #e construed as referring to the day on which it is first

so issued in any manner.

;cccccc< )he -alidity of an allotment shall not #e affected #y any contra-ention of the foregoing pro-isionsof this section #ut+ in the e-ent of any such contra-ention+ the company and e-ery officer of the company who is in

default shall #e lia#le to a fine not e"ceeding fi-e hundred pounds.

;dddddd< In the application of this section to a prospectus offering shares or de#entures for sale+ theforegoing su#sections shall ha-e effect with the su#stitution of references to sale for references to allotment+ and

with the su#stitution for the reference to the company and e-ery officer of the company who is in default of a

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reference to any person #y or through whom the offer is made and who 8nowingly and wilfully authorises or permitsthe contra-ention.

;eeeeee< &n application for shares in or de#entures of a company which is made in pursuance of a

prospectus issued generally shall not #e re-ocera#le until after the e"piration of the third day after the time of theopening of the su#scription lists+ or the gi-ing #efore the e"piration of the said third day+ #y some person responsi#le

under section 43 for the prospectus+ of a pu#lic notice ha-ing the effect under that section of e"cluding or limitingthe responsi#ility of the person gi-ing it.

;ffffff< In rec8oning for the purposes of this section the third day after another day+ any inter-ening day which is aSaturday or Sunday or which is a #an8 holiday shall #e disregarded+ and if the third day+ as so rec8oned+ is itself aSaturday or Sunday or such a #an8 holiday there shall for the said purposes #e su#stituted the first day thereafter

which is none of them.

Ren as ' a++'mens.

61.(1) Ahene-er a company limited #y shares or a company limited #y guarantee and ha-ing a share capital

ma8es any allotment of its shares+ the company shall within one month thereafter deli-er to the registrar ofcompanies for registration 6

;gggggg< a return of the allotments+ stating the num#er and nominal amount of the sharescomprised in the allotment+ the names+ addresses and descriptions of the allottees+ and

the amount+ if any+ paid or due and paya#le on each shareD and

;hhhhhh< in the case of shares allotted as fully or partly paid up otherwise than in cash+ acontract in writing constituting the title of the allottee to the allotment together with any

contract of sale+ or for ser-ices or other consideration in respect of which that allotment

was made+ such contracts #eing duly stamped+ and a return stating the num#er andnominal amount of shares so allotted+ the e"tent to which they are to #e treated as paidup+ and the consideration for which they ha-e #een allotted.

;iiiiii< Ahere such a contract as a#o-e mentioned is not reduced to writing+ the company shall within one monthafter the allotment deli-er to the registrar of companies for registration the prescri#ed particulars of the contract

stamped with the same stamp duty as would ha-e #een paya#le if the contract had #een reduced to writing.

;$$$$$$< If default is made in complying with this section+ e-ery officer of the company who is in default shall #elia#le to a fine not e"ceeding fifty pounds for e-ery day during which the default continuesC

*ro-ided that+ in case of default in deli-ering to the registrar of companies within one month after the

allotment any document required to #e deli-ered #y this section+ the company+ or any officer lia#le for the default+may apply to the ourt for relief+ and the ourt+ if satisfied that the omission to deli-er the document was accidental

or due to inad-ertance or that it is $ust and equita#le to grant relief+ may ma8e an order e"tending the time for thedeli-ery of the document for such period as the ourt may thin8 proper.

Commissions and "iscounts! etc.

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P'4e ' ,a 0ea*n 0'mm*ss*'ns? and ,'&*9**'n ' ,amen ' a++ '&e 0'mm*ss*'ns? d*s0'ns? e0.

6.(1) It shall #e lawful for a company to pay a commission to any person in consideration of his su#scri#ing or

agreeing to su#scri#e+ whether a#solutely or conditionally+ for any shares in the company+ or procuring or agreeing toprocure su#scriptions+ whether a#solute or conditional+ for any shares in the company if 6

;888888< the payment of the commission is authoriEed #y the articlesD and

;llllll< the commission paid or agreed to #e paid does not e"ceed ten per cent of the price atwhich the shares are issued or the amount or rate authoriEed #y the articles+ whiche-er isthe lessD and

;mmmmmm< the amount or rate per cent of the commission paid or agreed to #e paid is 6

;nnnnnn< in the case of shares offered to the pu#lic for su#scription+ disclosedin the prospectusD or

;oooooo< in the case of shares not offered to the pu#lic for su#scription+disclosed in the statement in lieu of prospectus+ or in a statement in the

prescri#ed form signed in li8e manner as a statement in lieu of prospectus and

deli-ered #efore the payment of the commission to the registrar of companiesfor registration+ and+ where a circular or notice+ not #eing a prospectus+ in-iting

su#scription for the shares is issued+ also disclosed in that circular or noticeD

and

0d1 the num#er of shares which persons ha-e agreed for a commission to su#scri#e

a#solutely is disclosed in manner aforesaid.

;pppppp< Sa-e as aforesaid+ no company shall apply any of its shares or capital money either directly orindirectly in payment of any commission+ discount or allowance to any person in consideration of his su#scri#ing oragreeing to su#scri#e+ whether a#solutely or conditionally+ for any shares in the company+ or procuring or agreeing toprocure su#scriptions+ whether a#solute or conditional+ for any shares in the company+ whether the shares or money

#e so applied #y #eing added to the purchase money of any property acquired #y the company or to the contract

price of any wor8 to #e e"ecuted for the company+ or the money #e paid out of the nominal purchase money orcontract price+ or otherwise.

;qqqqqq< 7othing in this section shall affect the power of any company to pay such #ro8erage as it hasheretofore #een lawful for a company to pay.

;rrrrrr< & -endor to+ promoter of+ or other person who recei-es payment in money or shares from+ a company shallha-e and shall #e deemed always to ha-e had power to apply any part of the money or shares so recei-ed in payment

of any commission+ the payment of which+ if made directly #y the company+ would ha-e #een legal under thissection.

;ssssss< If default is made in complying with the pro-isions of this section relating to the deli-ery to theregistrar of the statement in the prescri#ed form+ the company and e-ery officer of the company who is in defaultshall #e lia#le to a fine not e"ceeding twenty6fi-e pounds.

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P'&*9**'n ' ,'@*s*'n ' *nan0*a+ ass*san0e 9 0'm,an ' ,0&ase ' ' s9s0*,*'n ' *s '4n? ' *s

&'+d*n/ 0'm,ans? s&aes.

63.(1)Su#$ect as pro-ided in this section+ it shall not #e lawful for a company to gi-e+ whether directly or indirectly+and whether #y means of a loan+ guarantee+ the pro-ision of security or otherwise+ any financial assistance for the

purpose of or in connection with a purchase or su#scription made or to #e made #y any person of or for any shares in

the company+ or+ where the company is a su#sidiary company+ in its holding companyC

*ro-ided that nothing in this section shall #e ta8en to prohi#it 6

;tttttt< where the lending of money is part of the ordinary #usiness of a company+ the lending ofmoney #y the company in the ordinary course of its #usinessD

;uuuuuu< the pro-ision #y a company+ in accordance with any scheme for the time #eingin force+ of money for the purchase of+ or su#scription for+ fully paid shares in thecompany or its holding company+ #eing a purchase or su#scription #y trustees of or for

shares to #e held #y or for the #enefit of employees of the company+ including an

director holding a salaried employment or office in the companyD

;------< the ma8ing #y a company of loans to persons+ other than directors+ #ona fide inthe employment of the company with a -iew to ena#ling those persons to purchase or

su#scri#e for fully paid shares in the company or its holding company to #e held #y

themsel-es #y way of #eneficial ownership.

() If a company acts in contra-ention of this section+ the company and e-ery officer of the company who is in

default shall #e lia#le to a fine not e"ceeding one hundred pounds.

Construction of References to offering #hares or "ebentures to the Public.

C'ns0*'n ' eeen0es ' 'e*n/ s&aes ' de9enes ' &e ,9+*0.

65.(1) &ny reference in this :aw to offering shares or de#entures to the pu#lic shall+ su#$ect to any pro-ision to

the contrary contained therein+ #e construed as including a reference to offering them to any section of the pu#lic+whether selected as mem#ers or de#enture holders of the company concerned or as clients of the person issuing the

prospectus or in any other manner+ and references in this :aw or in a companys articles to in-itations to the pu#licto su#scri#e for shares or de#entures shall+ su#$ect as aforesaid+ #e similarly construed.

() Su#section ;1< shall not #e ta8en as requiring any offer or in-itation to #e treated as made to the pu#lic if it

can properly #e regarded+ in all the circumstances+ as not #eing calculated to result+ directly or indirectly+ in theshares or de#entures #ecoming a-aila#le for su#scription or purchase #y persons other than those recei-ing the offeror in-itation+ or otherwise as #eing a domestic concern of the persons ma8ing and recei-ing it+ and in particular 6

;wwwwww< a pro-ision in a companys articles prohi#iting in-itations to the pu#lic tosu#scri#e for shares or de#entures shall not #e ta8en as prohi#iting the ma8ing tomem#ers or de#enture holders of an in-itation which can properly #e regarded as

aforesaidD and

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;""""""< the pro-isions of this :aw relating to pri-ate companies shall #e construedaccordingly.

$ssue of #hares at Premium and "iscount and Redeemable Preference #hares.

A,,+*0a*'n ' ,em*ms e0e*@ed 'n *sse ' s&aes.

66.(1) Ahere a company issues shares at a premium+ whether for cash or otherwise+ a sum equal to the aggregate

amount or -alue of the premiums on those shares shall #e transferred to an account+ to #e called 0the share premiumaccount+ and the pro-isions of this :aw relating to the reduction of the share capital of a company shall+ e"cept as

pro-ided in this section+ apply as if the share premium account were paid up share capital of the company.

() )he share premium account may+ not6withstanding anything in su#section ;1


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;ccccccc< not less than one year must at the date of the issue ha-e elapsed since the dateon which the company was entitled to commence #usinessD

;ddddddd< the shares to #e issued at a discount must #e issued within one month after the

date on which the issue is sanctioned #y the ourt or within such e"tended time as theourt may allow.

;eeeeeee< Ahere a company has passed a resolution authoriEing the issue of shares at a discount+ it mayapply to the ourt for an order sanctioning the issue+ and on any such application the ourt+ if+ ha-ing regard to all

the circumstances of the case+ it thin8s proper so to do+ may ma8e an order sanctioning the issue on such terms andconditions as it thin8s fit.

;fffffff< ,-ery prospectus relating to the issue of the shares must contain particulars of the discount allowed on theissue of the shares or of so much of that discount as has not #een written off at the date of the issue of the prospectus.

If default is made in complying with this su#section+ the company and e-ery officer of the company who is

in default shall #e lia#le to a default fine.

P'4e ' *sse edeema9+e ,eeen0e s&aes.

6;.(1) Su#$ect to the pro-isions of this section+ a company limited #y shares may+ if so authoriEed #y its articles+

issue preference shares which are+ or at the option of the company are to #e lia#le+ to #e redeemedC

*ro-ided that 6

;ggggggg< no such shares shall #e redeemed e"cept out of profits of the company whichwould otherwise #e a-aila#le for di-idend or out of the proceeds of a fresh issue of

shares made for the purposes of the redemptionD

;hhhhhhh< no such shares shall #e redeemed unless they are fully paidD

;iiiiiii< the premium+ if any+ paya#le on redemption+ must ha-e #een pro-ided for out of theprofits of the company or out of the companys share premium account #efore the shares

are redeemedD

;$$$$$$$< where any such shares are redeemed otherwise than out of the proceeds of a fresh issue+there shall out of profits which would otherwise ha-e #een a-aila#le for di-idend #e

transferred to a reser-e fund+ to #e called 0the capital redemption reser-e fund+ a sumequal to the nominal amount of the shares redeemed+ and the pro-isions of this :aw

relating to the reduction of the share capital of a company shall+ e"cept as pro-ided inthis section+ apply as if the capital redemption reser-e fund were paid6up share capital of

the company.

;8888888< Su#$ect to the pro-isions of this section+ the redemption of preference shares thereunder may #eeffected on such terms and in such manner as may #e pro-ided #y the articles of the company.

;lllllll< )he redemption of preference shares under this section #y a company shall not #e ta8en as reducing theamount of the companys authoriEed share capital.

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;mmmmmmm< Ahere in pursuance of this section a company has redeemed or is a#out to redeem anypreference shares+ it shall ha-e power to issue shares up to the nominal amount of the shares redeemed or to #eredeemed as if those shares had ne-er #een issued+ and accordingly the share capital of the company shall not for the

purposes of any enactments relating to stamp duty #e deemed to #e increased #y the issue of shares in pursuance of

this su#sectionC

*ro-ided that+ where new shares are issued #efore the redemption of the old shares+ the new shares shallnot+ so far as relates to stamp duty+ #e deemed to ha-e #een issued in pursuance of this su#section unless the old

shares are redeemed within one month after the issue of the new shares.

(6) )he capital redemption reser-e fund may+ notwithstanding anything in this section+ #e applied #y the

company in paying up unissued shares of the company to #e issued to mem#ers of the company as fully paid #onusshares.

Miscellaneous Provisions as to #hare Capital.

P'4e ' 0'm,an ' aan/e ' d*een am'ns 9e*n/ ,a*d 'n s&aes.

6.(1) & company limited #y shares or a company limited #y guarantee and ha-ing a share capital+ if so

authoriEed #y its articles+ may alter the conditions of its memorandum as follows+ that is to say+ it may 6

;qqqqqqq< increase its share capital #y new shares of such amount as it thin8s e"pedientD

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;rrrrrrr< consolidate and di-ide all or any of its share capital into shares of largeramount than its e"isting sharesD

;sssssss< con-ert all or any of its paid6up shares into stoc8+ and recon-ert that stoc8 into

paid6up shares of any denominationD

;ttttttt< su#di-ide its shares+ or any of them+ into shares of smaller amount than is fi"ed #y thememorandum+ so+ howe-er+ that in the su#di-ision the proportion #etween the amountpaid and the amount+ if any+ unpaid on each reduced share shall #e the same as it was in

the case of the share from which the reduced share is deri-edD

;uuuuuuu< cancel shares which+ at the date of the passing of the resolution in that #ehalf+ha-e not #een ta8en or agreed to #e ta8en #y any person+ and diminish the amount of its

share capital #y the amount of the shares so cancelled.

;-------< )he powers conferred #y this section must #e e"ercised #y the company in general meeting.

;wwwwwww< & cancellation of shares in pursuance of this section shall not #e deemed to #e a reduction of sharecapital within the meaning of this :aw.

N'*0e ' e/*sa ' 0'ns'+*da*'n ' s&ae 0a,*a+? 0'n@es*'n ' s&aes *n' s'0? e0.

71.(1) If a company ha-ing a share capital has 6

;"""""""< consolidated and di-ided its share capital into shares of larger amount than itse"isting sharesD or

;yyyyyyy< con-erted any shares into stoc8D or

;EEEEEEE< recon-erted stoc8 into sharesD or

;aaaaaaaa< su#di-ided its shares or any of themD or

;########< redeemed any redeema#le preference sharesD or

;cccccccc< cancelled any shares+ otherwise than in connection with a reduction of sharecapital under section 4 of this :aw+

it shall within one month after so doing gi-e notice thereof to the registrar of companies specifying+ as the case may#e+ the shares+ consolidated+ di-ided+ con-erted+ su#di-ided+ redeemed or cancelled+ or the stoc8 recon-erted.

() If default is made in complying with this section+ the company and e-ery officer of the company who is indefault shall #e lia#le to a default fine.

N'*0e ' *n0ease ' s&ae 0a,*a+.

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7.(1) Ahere a company ha-ing a share capital whether its shares ha-e or ha-e not #een con-erted into+ stoc8+ hasincreased its share capital #eyond the registered capital+ it shall+ within fifteen days after the passing of the resolution

authoriEing the increase+ gi-e to the registrar of companies notice of the increase+ and the registrar shall record the

increase.

;dddddddd< )he notice to #e gi-en as aforesaid shall include such particulars as may #e prescri#ed withrespect to the classes of shares affected and the conditions su#$ect to which the new shares ha-e #een or are to #eissued+ and there shall #e forwarded to the registrar of companies together with the notice a printed copy of the

resolution authoriEing the increase.

;eeeeeeee< If default is made in complying with this section+ the company and e-ery officer of the companywho is in default shall #e lia#le to a default fine.

P'4e ' 0'm,an ' ,a *nees ' ' 0a,*a+ *n 0ea*n 0ases.

73. Ahere any shares of a company are issued for the purpose of raising money to defray the e"penses of the

construction of any wor8s or #uildings or the pro-ision of any plant which cannot #e made profita#le for a

lengthened period+ the company may pay interest on so much of that share capital as is for the time #eing paid up forthe period and su#$ect to the conditions and restrictions in this section mentioned+ and may charge the sum so paid

#y way of interest to capital as part of the cost of construction of the wor8 or #uilding+ or the pro-ision of plantC

*ro-ided that 6

;ffffffff< no such payment shall #e made unless it is authoriEed #y the articles or #yspecial resolutionD

;gggggggg< no such payment+ whether authoriEed #y the articles or #y special resolution+

shall #e made without the pre-ious sanction of the =o-ernorD

;hhhhhhhh< #efore sanctioning any such payment the =o-ernor may+ at the e"pense of thecompany+ appoint a person to inquire and report to him as to the circumstances of the

case+ and may+ #efore ma8ing the appointment+ require the company to gi-e security for

the payment of the costs of the inquiryD

;iiiiiiii< the payment shall #e made only for such period as may #e determined #y the =o-ernor+and that period shall in no case e"tend #eyond the close of the half6year ne"t after thehalf6year during which the wor8s or #uildings ha-e #een actually completed or the plant

pro-idedD

;$$$$$$$$< the rate of interest shall in no case e"ceed four per cent per annum or such other rate asmay for the time #eing #e prescri#ed #y order of the =o-ernorD

;88888888< the payment of the interest shall not operate as a reduction of the amount paidup on the shares in respect of which it is paid.

Reduction of #hare Capital.

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S,e0*a+ es'+*'n ' ed0*'n ' s&ae 0a,*a+.

75.(1) Su#$ect to confirmation #y the ourt+ a company limited #y shares or a company limited #y guarantee andha-ing a share capital may+ if so authoriEed #y its articles+ #y special resolution reduce its share capital in any way+and in particular+ without pre$udice to the generality of the foregoing power+ may 6

;llllllll< e"tinguish or reduce the lia#ility on any of its shares in respect of share capital not paidup D or

;mmmmmmmm< either with or without e"tinguishing or reducing lia#ility on any of itsshares+ cancel any paid6up share capital which is lost or unrepresented #y a-aila#le

assetsD or

;nnnnnnnn< either with or without e"tinguishing or reducing lia#ility on any of its shares+

pay off any paid6up share capital which is in e"cess of the wants of the companyD

and may+ if so far as is necessary+ alter its memorandum #y reducing the amount of its share capital and of its sharesaccordingly.

() & special resolution under this section is in this :aw referred to as a 0resolution for reducing share capital.

A,,+*0a*'n ' C' ' 0'n*m*n/ 'de? '9:e0*'ns 9 0ed*'s? and se+emen ' +*s ' '9:e0*n/

0ed*'s.

76.(1) Ahere a company has passed a resolution for reducing share capital+ it may apply to the ourt for an order

confirming the reduction.

() Ahere the proposed reduction of share capital in-ol-es either diminution of lia#ility in respect of unpaid

share capital or the payment to any shareholder of any paid6up share capital+ and in any other case if the ourt sodirects+ the following pro-isions shall ha-e effect+ su#$ect ne-ertheless to su#section ;3


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;wwwwwwww< 7otice of the registration shall #e pu#lished in such manner as the ourt may direct.

;""""""""< )he registrar shall certify under his hand the registration of the order and minute+ and hiscertificate shall #e conclusi-e e-idence that all the requirements of this :aw with respect to reduction of share

capital ha-e #een complied with+ and that the share capital of the company is such as is stated in the minute.

;yyyyyyyy< )he minute when registered shall #e deemed to #e su#stituted for the corresponding part of thememorandum+ and shall #e -alid and altera#le as if it had #een originally contained therein.

;EEEEEEEE< )he su#stitution of any such minute as aforesaid for part of the memorandum of the companyshall #e deemed to #e an alteration of the memorandum within the meaning of section 2.

L*a9*+* ' mem9es *n es,e0 ' ed0ed s&aes.

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;eeeeeeeee< aids+ a#ets or is pri-y to any such concealment or misrepresentation asaforesaid+

he shall #e guilty of an offence and shall #e lia#le on con-iction to imprisonment not e"ceeding two years or to a

fine not e"ceeding one hundred pounds or to #oth such imprisonment and fine.

%ariation of #hareholders& Rights.

R*/&s ' &'+des ' s,e0*a+ 0+asses ' s&aes.

;>.(1) If+ in the case of a company the share capital of which is di-ided into different classes of shares+ pro-ision

is made #y the memorandum or articles for authoriEing the -ariation of the rights attached to any class of shares inthe company+ su#$ect to the consent of any specified proportion of the holders of the issued shares of that class or the

sanction of a resolution passed at a separate meeting of the holders of those shares+ and in pursuance of the saidpro-ision the rights attached to any such class of shares are at any time -aried+ the holders of not less in the

aggregate than fifteen per cent of the issued shares of that class+ #eing persons who did not consent to or -ote infa-our of the resolution for the -ariation+ may apply to the ourt to ha-e the -ariation cancelled+ and+ where any

such application is made+ the -ariation shall not ha-e effect unless and until it is confirmed #y the ourt.

;fffffffff< &n application under this section must #e made within twenty6one days after the date on whichthe consent was gi-en or the resolution was passed+ as the case may #e+ and may #e made on #ehalf of the

shareholders entitled to ma8e the application #y such one or more of their num#er as they may appoint in writing forthe purpose.

;ggggggggg< 9n any such application the ourt+ after hearing the applicant and any other persons who apply to

the ourt to #e heard and appear to the ourt to #e interested in the application+ may+ if it is satisfied+ ha-ing regardto all the circumstances of the case+ that the -ariation would unfairly pre$udice the shareholder of the class

represented #y the applicant+ disallow the -ariation and shall+ if not so satisfied+ confirm the -ariation.

;hhhhhhhhh< )he decision of the ourt on any such application shall #e final.

;iiiiiiiii< )he company shall within fifteen days after the ma8ing of an order #y the ourt on any suchapplication forward a copy of the order to the registrar of companies+ and+ if default is made in complying with this

pro-ision+ the company and e-ery officer of the company who is in default shall #e lia#le to a default fine.

;$$$$$$$$$< )he e"pression 0-ariation in this section includes a#rogation and the e"pression 0-aried shall #econstrued accordingly.

'ransfer of #hares and "ebentures! (vidence of 'itle! etc.

Nae ' s&aes.

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;1. )he shares or other interest of any mem#er in a company shall #e personal estate+ transfera#le in mannerpro-ided #y the articles of the company+ and shall not #e of the nature of real estate.

Nm9e*n/ ' s&aes.

;. ,ach share in a company ha-ing a share capital shall #e distinguished #y its appropriate num#erC

*ro-ided that+ if at any time all the issued shares in a company or all the issued shares therein of aparticular class+ are fully paid up and ran8pari passufor all purposes+ none of those shares need thereafter ha-e a

distinguishing num#er so long as it remains fully paid up and ran8s pari passufor all purposes with all shares of thesame class for the time #eing issued and fully paid up.

Tanse n' ' 9e e/*seed e80e, 'n ,'d0*'n ' *nsmen ' anse.

;3. 7otwithstanding anything in the articles of a company+ it shall not #e lawful for the company to register a

transfer of shares in or de#entures of the company unless a proper instrument of transfer has #een deli-ered to thecompanyC

*ro-iding that nothing in this section shall pre$udice any power of the company to register as shareholderor de#enture holder any person to whom the right to any shares in or de#entures of the company has #een

transmitted #y operation of law.

Tanse 9 ,es'na+ e,esena*@e.

;5. & transfer of the share or other interest of a deceased mem#er of a company made #y his personal

representati-e shall+ although the personal representati-e is not himself a mem#er of the company+ #e as -alid as ifhe had #een such a mem#er at the time of the e"ecution of the instrument of transfer.

Re/*sa*'n ' anse a e2es ' anse'.

;6. 9n the application of the transferor of any share or interest in a company+ the company shall enter in itsregister of mem#ers the name of the transferee in the same manner and su#$ect to the same conditions as if the

application for the entry were made #y the transferee.

N'*0e ' esa+ ' e/*se anse.

;7.(1) If a company refuses to register a transfer of any shares or de#entures+ the company shall+ within twomonths after the date on which the transfer was lodged with the company+ send to the transferee notice of the refusal.

() If default is made in complying with this section+ the company and e-ery officer of the company who is indefault shall #e lia#le to a default fine.

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Ce**0a*'n ' anses.

;;.(1) )he certification #y a company of any instrument of transfer of shares in or de#entures of the companyshall #e ta8en as a representation #y the company to any person acting on the faith of the certification that there ha-e#een produced to the company such documents as on the face of them show a prima facie title to the shares or

de#entures in the transferor named in the instrument of transfer+ #ut not as a representation that the transferor has anytitle to the shares or de#entures.

;888888888< Ahere any person acts on the faith of a false certification #y a company made negligently+ thecompany shall #e under the same lia#ility to him as if the certification had #een made fraudulently.

;lllllllll< or the purposes of this section 6

;mmmmmmmmm< an instrument of transfer shall #e deemed to #e certificated if it #ears

the words 0certificate lodged or words to the li8e effectD

;nnnnnnnnn< the certification of an instrument of transfer shall #e deemed to #e made #y acompany if 6

;ooooooooo< the person issuing the instrument is a person authoriEed to issuecertificated instruments of transfer on the companys #ehalfD and

;ppppppppp< the certification is signed #y a person authoriEed to certificatetransfers on the companys #ehalf or #y any officer or ser-ant either of thecompany or of a #ody corporate so authoriEedD

0c1 a certification shall #e deemed to #e signed #y any person if 6

;qqqqqqqqq< it purports to #e authenticated #y his signature or initials+ whetherhandwritten or notD and

;rrrrrrrrr< it is not shown that the signature or initials was or were placed thereneither #y himself nor #y any person authoriEed to use the signature or initialsfor the purpose of certificating transfers on the companys #ehalf.

D*es ' 0'm,an 4*& es,e0 ' *sse ' 0e**0aes.

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;sssssssss< If default is made in complying with this section+ the company and e-ery officer of the companywho is in default shall #e lia#le to a default fine.

;ttttttttt< If any company on which a notice has #een ser-ed requiring the company to ma8e good any

default in complying with the pro-isions of su#section ;1< fails to ma8e good the default within ten days after theser-ice of the notice+ the ourt may+ on the application of the person entitled to ha-e the certificates or thede#entures deli-ered to him+ ma8e an order directing the company and any officer of the company to ma8e good the

default within such time as may #e specified in the order+ and any such order may pro-ide that all costs of andincidental to the application shall #e #orne #y the company or #y any officer of the company responsi#le for the

default.

Ce**0ae ' 9e e@*den0e ' *+e.

;=. & certificate+ under the common seal of the company+ specifying any shares held #y any mem#er+ shall #eprima facie e-idence of the title of the mem#er to the shares.

E@*den0e ' /an ' ,'9ae.

. )he production to a company of any document which is #y law sufficient e-idence of pro#ate of the will+

or letters of administration of the estate+ or confirmation as e"ecutor+ of a deceased person ha-ing #een granted tosome person shall #e accepted #y the company+ notwithstanding anything in its articles+ as sufficient e-idence of the

grant.

Isse and ee0 ' s&ae 4aans ' 9eae.


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#pecial Provisions as to "ebentures.

Re/*se ' de9ene &'+des.


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P'4e ' e-*sse edeemed de9enes *n 0ea*n 0ases.


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;oooooooooo< In the application of the said pro-isions+ section 3(( shall #e construed as if the pro-ision orpayment of accrued holiday remuneration #ecoming paya#le on the termination of employment #efore or #y theeffect of the winding6up order or resolution were a pro-ision for payment of such remuneration #ecoming paya#le

on the termination of employment #efore or #y the effect of the appointment of the recei-er or possession #eing

ta8en as aforesaid.

;pppppppppp< )he periods of time mentioned in the said pro-isions of *art > shall #e rec8oned from the date ofthe appointment of the recei-er or of possession #eing ta8en as aforesaid+ as the case may #e.

;qqqqqqqqqq< &ny payments made under this section shall #e recouped as far as may #e out of the assets of thecompany a-aila#le for payment of general creditors.

PART III - CHARGES AND MORTGAGES

Registration of Charges and recording of Mortgages.

Re/*sa*'n ' 0&a/es 0eaed 9 0'm,an*es e/*seed *n &e C'+'n.

=>.(1) Su#$ect to the pro-isions of this *art e-ery charge created after the fi"ed date #y a company registered in

the olony and #eing a charge to which this section applies shall+ so far as any security on the companys property or

underta8ing is conferred there#y+ #e -oid against the liquidator and any creditor of the company+ unless the

prescri#ed particulars of the charge together with the instrument+ if any+ duly stamped #y which the charge is createdor e-idenced+ are deli-ered to or recei-ed #y the registrar of companies for registration in manner required #y this

:aw within twenty6one days after the date of its creation+ #ut without pre$udice to any contract or o#ligation forrepayment of the money there#y secured+ and when a charge #ecomes -oid under this section the money secured

there#y shall immediately #ecome paya#le.

() )his section applies to the following charges 6

;rrrrrrrrrr< a charge for the purpose of securing any issue of de#enturesD

;ssssssssss< a charge on uncalled share capital of the companyD

;tttttttttt< a charge on #oo8 de#ts of the companyD

;uuuuuuuuuu< a floating charge on the underta8ing or property of the companyD

;----------< a charge on calls made #ut not paidD

;wwwwwwwwww< a charge on a ship or any share in a shipD

;""""""""""< a charge on goodwill+ on a patent or a licence under a patent+ on a trade mar8 oron a copyright or a licence under a copyrightD

;yyyyyyyyyy< a charge on any other mo-a#le property created or e-idenced #y an instrument+

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where the company retains possession of such propertyD

;EEEEEEEEEE< a charge on immo-a#le property+ where-er situate+ or any interest therein.

;aaaaaaaaaaa< In the case of a charge created out of the olony comprising property situate outside the olony+the deli-ery to and the receipt #y the registrar of a copy -erified in the prescri#ed manner of the instrument #y whichthe charge is created or e-idenced shall ha-e the same effect for the purposes of this section as the deli-ery and

receipt of the instrument itself+ and twenty6one days after the date on which the instrument or copy could+ in due

course of post+ and if despatched with due diligence+ ha-e #een recei-ed in the olony shall #e su#stituted fortwenty6one days after the date of the creation of the charge as the time within which the particulars and instrument or

copy are to #e deli-ered to the registrar.

;###########< Ahere a charge is created in the olony #ut comprises property outside the olony+ theinstrument creating or purporting to create the charge may #e sent for registration under this section notwithstanding

that further proceedings may #e necessary to ma8e the charge -alid or effectual according to the law of the countryin which the property is situate.

;ccccccccccc< Ahere a negotia#le instrument has #een gi-en to secure the payment of any #oo8 de#ts of acompany the deposit of the instrument for the purpose of securing an ad-ance to the company shall not+ for thepurposes of this section+ #e treated as a charge on those #oo8 de#ts.

;ddddddddddd< )he holding of de#entures entitling the holder to a charge on immo-a#le property shallnot for the purposes of this section #e deemed to #e an interest in immo-a#le property.

;eeeeeeeeeee< Ahere a series of de#entures containing+ or gi-ing #y reference to any other instrument+ anycharge to the #enefit of which the de#enture holders of that series are entitledpari passuis created #y a company+ it

shall+ for the purposes of this section+ #e sufficient if there are deli-ered to or recei-ed #y the registrar+ withintwenty6one days after the e"ecution of the deed containing the charge or+ if there is no such deed+ after the e"ecution

of any de#entures of the series+ the following particulars 6

;fffffffffff< the total amount secured #y the whole seriesD and

;ggggggggggg< the dates of the resolutions authorising the issue of the series and thedate of the co-ering deed+ if any+ #y which the security is created or definedD and

;hhhhhhhhhhh< a general description of the property chargedD and

;iiiiiiiiiii< the names of the trustees+ if any+ for the de#enture holders+

together with the deed containing the charge+ or+ if there is no such deed+ one of the de#entures of the seriesC

*ro-ided that+ where more than one issue is made of de#entures in the series+ there shall #e sent to theregistrar for entry in the register particulars of the date and amount of each issue+ #ut an omission to do this shall notaffect the -alidity of the de#entures issued.

(


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#ut omission to do this shall not affect the -alidity of the de#entures issuedC

*ro-ided that the deposit of any de#entures as security for any de#t of the company shall not+ for the

purposes of this su#section+ #e treated as the issue of the de#entures at a discount.

(=) In this *art 6

;$$$$$$$$$$$< the e"pression 0charge does not include any mortgage of immo-a#le propertyeffected under any :aw relating to the registration of mortgages of immo-a#le propertyin force for the time #eingD

;88888888888< the e"pression 0the fi"ed date means in relation to the chargesspecified in paragraphs ;h< and ;i< of su#section ;2


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=.(1) Ahere a company registered in the olony acquires any property which is su#$ect to a charge of any such8ind as would+ if it had #een created #y the company after the acquisition of the property+ ha-e #een required to #e

registered under this *art+ the company shall cause the prescri#ed particulars of the charge+ together with a copy

;certified in the prescri#ed manner to #e a correct copy< of the instrument+ if any+ #y which the charge was created oris e-idenced+ to #e deli-ered to the registrar of companies for registration in manner required #y this :aw within

twenty6one days after the date on which the acquisition is completedC

*ro-ided that+ if the property is situate and the charge was created outside the olony+ twenty6one daysafter the date on which the copy of the instrument could in due course of post+ and if despatched with due diligence+

ha-e #een recei-ed in the olony shall #e su#stituted for twenty6one days after the completion of the acquisition asthe time within which the particulars and the copy of the instrument are to #e deli-ered to the registrar.

() If default is made in complying with this section+ the company and e-ery officer of the company who is indefault shall #e lia#le to a default fine of fifty pounds.

Re/*se ' 0&a/es ' 9e e, 9 e/*sa ' 0'm,an*es.

=3.(1) )he registrar of companies shall 8eep+ with respect to each company+ a register and a record in the

prescri#ed form of all the charges requiring registration and of all the mortgages requiring recording respecti-ely+under this *art+ and shall+ on payment of such fee as may #e specified #y regulations made #y the =o-ernor+ enter in

the register and record with respect to such charges and mortgages the following particularsC

;qqqqqqqqqqq< in the case of a charge to the #enefit of which the holders of a seriesof de#entures are entitled+ such particulars as are specified in su#section ;!< of section

'(D

;rrrrrrrrrrr< in the case of any mortgage 6

;sssssssssss< the date and description of the instrument creating or e-idencing themortgageD and

;ttttttttttt< the num#er and date of the certificate of mortgageD and

;uuuuuuuuuuu< the amount secured #y the mortgageD and

;-----------< short particulars of the property mortgagedD and

;wwwwwwwwwww< the persons entitled to the mortgageD

0c1 in the case of any other charge 6

;"""""""""""< if the charge is a charge created #y the company+ the date ofits creation+ and if the charge was a charge e"isting on property acquired #y the

company+ the date of the acquisition of the propertyD and

;yyyyyyyyyyy< the amount secured #y the chargeD and

;EEEEEEEEEEE< short particulars of the property chargedD and

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;aaaaaaaaaaaa


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mortgage or in a memorandum of satisfaction or cancellation of mortgage+ was accidental+ or due to inad-ertance orto some other sufficient cause+ or is not of a nature to pre$udice the position of creditors or shareholders of the

company+ or that on other grounds it is $ust and equita#le to grant relief+ may+ on the application of the company or

any person interested+ and on such terms and conditions as seem to the ourt $ust and e"pedient+ order that the timefor registration or recording shall #e e"tended+ or+ as the case may #e+ that the omission or mis6statement shall #e

rectified.

Re/*sa*'n ' en'0emen ' se0*.

=;.(1) If any person o#tains an order for the appointment of a recei-er or manager of the property of a company+

or appoints such a recei-er or manager under any powers contained in any instrument+ he shall+ within se-en daysfrom the date of the order or of the appointment under the said powers+ gi-e notice of the fact to the registrar of

companies+ and the registrar shall+ on payment of such fee as may #e specified #y regulations made #y the =o-ernor+enter the fact in the register of charges.

;ffffffffffff< Ahere any person appointed recei-er or manager of the property of a company under the powerscontained in any instrument ceases to act as such recei-er or manager+ he shall+ on so ceasing+ gi-e the registrar ofcomp

cyprus companies law

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