50.
| (1) A company having a share capital which does not issue a prospectus on or with reference to its formation or which has issued such a prospectus but has not proceeded to allot any of the shares offered to the public for subscription, shall not allot any of its shares or debentures unless at least three days before the first allotment of either shares or debentures there has been delivered to the Registrar for registration a statement in lieu of prospectus, signed by every person who is named in such prospectus as a director or a proposed director of the company or by his agent authorized in writing, in the form and containing the particulars set out in Part I of the Fourth Schedule hereto, setting out the reports specified in such Schedule. The provisions contained in Parts I and II, shall have effect subject to the provisions contained in Part III, of that Schedule. |
|
| (2) Every statement in lieu of prospectus delivered under the provisions of subsection (1) shall, where the persons making any such report under that subsection have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in para graph 5 of the Fourth Schedule hereto, have endorsed there on or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. |
|
| (3) The provisions of this section shall not apply to a private company. |
|
| (4) "Where a company acts in contravention of the provision of subsection (1) or subsection (2) the company and every director of the company who knowingly and wilfully authorizes or permits the contravention shall be guilty of an offence and shall be liable to a fine not exceeding one thousand rupees. |
|
| (5) Where a statement in lieu of prospectus delivered to the Registrar under the provisions of subsection (1) includes any untrue statement, any person who authorized the deli very 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 fine and imprisonment, unless he proves either that the untrue statement was immaterial or that he had reason able ground to believe and did up to the time of the deli very for registration of the' statement in lieu of prospectus believe that the untrue statement was true. |
|
| (6) For the purposes of this section
| | (a) a statement included in a statement in 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 in such prospectus in. any report or memorandum appearing on the face of, or by reference incorporated in, such prospectus. | | |
|
|
|
Sri Lanka Consolidated Acts