32.
| (1) Where a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under the previsions of section 30, are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall within a period of fourteen days from such date; deliver to the Registrar for registration, a statement in lieu of prospectus in the form and containing the particulars set out in Part I of the Second Schedule hereto, and in the instances specified in Part II of that Schedule, setting out the reports specified therein. The provisions contained in Parts I and II, shall have effect subject to the provisions contained in Part III, of that Schedule: |
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| (2) Every statement in lieu of prospectus delivered under the provisions of subsection (1) shall, where the persons making any such reports as aforesaid have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the Second Schedule hereto, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. |
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| (3) Where default is made in complying with the previsions of subsection (1) or subsection (2), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable to a fine of five hundred rupees. |
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| (4) Where a statement in lieu of prospectus delivered to the Registrar under the provisions of subsection (1) includes any untrue statement, any person who authorised the delivery of the statement in lieu of prospectus for registration shall be guilty of an offence and shall be liable to a fine not exceeding five thousand rupees or to imprisonment of either description for a term not exceeding two years or to both such line and imprisonment, unless he proves either that the untrue statement was immaterial or that he had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospect.: believe that the untrue statement was true. |
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| (5) For the purposes of this section
| | (a) a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included ; and | | |
| | (b) a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein. | | |
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Sri Lanka Consolidated Acts