1. This Act may be cited as the Companies and Securities Legislation (Miscellaneous Amendments) Act 1981.

Commencement

3. The National Companies and Securities Commission Act 1979¹ is in this Part referred to as the Principal Act.

4. Section 45 of the Principal Act is amended—

(a) by inserting in sub-section (1) “all or” before “any functions”;

(b) by omitting paragraph (3) (b) and substituting the following paragraph:

“(b) the person for the time being holding a specified office under an Act or a State Act or the person for the time being occupying a position in the Public Service of the Commonwealth or of a State, being a position that is specified in the instrument of delegation.”; and

(c) by omitting paragraph (5) (b) and substituting the following paragraph:

“(b) the person for the time being occupying a position in the Public Service of the Commonwealth or of a State, being a position that is specified in the instrument by which the authority is given.”.

5. The Companies (Acquisition of Shares) Act 1980² is in this Part referred to as the Principal Act.

6. The Schedule to the Principal Act is amended—

(a) by omitting paragraph 4 (f) of Part A and substituting the following paragraph:

“(f) any other information material to the making of a decision by an offeree whether or not to accept an offer, being information that is within the knowledge of the offeror and has not

previously been disclosed to the holders of shares in the target company, unless—

(i) the information would not be permitted to be included, without the consent of the Commission, in a statement referred to in section 37 or 38 that is made or issued to the public; and

(ii) the Commission has refused to consent to the inclusion of the information in the Part A statement.”;

(b) by omitting paragraph 2 (k) of Part B and substituting the following paragraph:

“(k) any other information material to the making of a decision by an offeree whether or not to accept an offer, being information that is within the knowledge of—

(i) in the case of a Part B statement that is signed as mentioned in paragraph 22 (2) (a)—any of the directors of the target company; or

(ii) in the case of a Part B statement that is signed as mentioned in paragraph 22 (2) (b)—the liquidator or official manager, as the case requires,

and has not previously been disclosed to the holders of shares in the target company, unless—

(iii) the information would not be permitted to be included, without the consent of the Commission, in a statement referred to in section 37 or 38 that is made or issued to the public; and

(iv) the Commission has refused to consent to the inclusion of the information in the Part B statement.”;

(c) by omitting paragraph 4 (f) of Part C and substituting the following paragraph:

“(f) any other information material to the making of a decision by an offeree whether or not to accept an offer made by virtue of the take-over announcement, being information that is within the knowledge of the on-market offeror and has not previously been disclosed to the holders of shares in the target company, unless—

(i) the information would not be permitted to be included, without the consent of the Commission, in a statement referred to in section 37 or 38 that is made or issued to the public; and

(ii) the Commission has refused to consent to the inclusion of the information in the Part C statement.”; and

(d) by omitting paragraph 2 (j) of Part D and substituting the following paragraph:

‘(j) any other information material to the making of a decision by an offeree whether or not to accept an offer made by virtue of the take-over announcement, being information that is within the knowledge of—

(i) in the case of a Part D statement that is signed as mentioned in paragraph 32 (2) (a)—any of the directors of the target company; or

(ii) in the case of a Part D statement that is signed as mentioned in paragraph 32 (2) (b)—the liquidator or official manager, as the case requires,

and has not previously been disclosed to the holders of shares in the target company, unless—

(iii) the information would not be permitted to be included, without the consent of the Commission, in a statement referred to in section 37 or 38 that is made or issued to the public; and

(iv) the Commission has refused to consent to the inclusion of the information in the Part D statement.”.

7. The Principal Act is amended as set out in Schedule 1.

8. The Securities Industry Act 1980³ is in this Part referred to as the Principal Act.

9. Section 11 of the Principal Act is repealed and the following section substituted:

Privilege

“11. (1) Where—

(a) the Commission, or a person authorized by the Commission, makes a requirement under section 8 or 9 of a duly qualified legal practitioner in respect of a book; and

(b) the book contains a privileged communication made by or on behalf of or to the legal practitioner in his capacity as a legal practitioner,

the legal practitioner is entitled to refuse to comply with the requirement unless the person to whom or by or on behalf of whom the communication was made or, if the person is a body corporate that is under official management or is in the course of being wound up, the official manager or the liquidator, as the case may be, agrees to the legal practitioner complying with the requirement but,

where the legal practitioner so refuses to comply with a requirement, he shall forthwith furnish, in writing, to the Commission or authorized person—

(c) if he knows the name and address of the person to whom or by or on behalf of whom the communication was made—that name and address; and

(d) sufficient particulars to identify the book, or the part of the book, containing the communication.

“(2) Where—

(a) under section 8 or 9, the Commission, or a person authorized by the Commission, requires a duly qualified legal practitioner to make a statement providing an explanation as to any matter relating to the compilation of books or as to any matter to which books relate; and

(b) the legal practitioner is not able to make that statement without disclosing a privileged communication made by or on behalf of or to the legal practitioner in his capacity as a legal practitioner,

the legal practitioner is entitled to refuse to comply with the requirement, except to the extent that he is able to comply with the requirement without disclosing any privileged communication referred to in paragraph (b), unless the person to whom or by or on behalf of whom the communication was made or, if the person is a body corporate that is under official management or is in the course of being wound up, the official manager or the liquidator, as the case may be, agrees to the legal practitioner complying with the requirement but, where the legal practitioner so refuses to comply with a requirement, he shall forthwith furnish, in writing, to the Commission or authorized person—

(c) if he knows the name and address of the person to whom or by or on behalf of whom the communication was made—that name and address; and

(d) if the communication was made in writing—sufficient particulars to identify the document containing the communication.

10. Section 12 of the Principal Act is amended by omitting sub-section (3c) and substituting the following sub-sections:

“(3c) A person is not excused from disclosing information to the Commission pursuant to a requirement made of him under sub-section (3a) on the ground that the disclosure of the information might tend to incriminate him.

“(3ca) Where a person claims, before making an oral statement disclosing information that he is required to disclose by a requirement made of him under sub-section (3a), that the statement might tend to incriminate him, evidence of that statement is not admissible in evidence against him in criminal proceedings other than proceedings under this section.”.

11. Section 14 of the Principal Act is amended by omitting sub-section (7).

12. Section 50 of the Principal Act is amended by omitting sub-paragraph (2) (a) (i) and substituting the following sub-paragraph:

“(i) if the Commission does not have any reason to believe that the applicant will not perform efficiently, honestly and fairly the duties of a holder of a representatives licence on behalf of the holder of that dealers licence or investment advisers licence or the holders of those dealers licences or investment advisers licences—the Commission shall vary the licence by including that name or those names; or”.

13. Section 147 of the Principal Act is amended by adding at the end thereof the following sub-section:

“(4) A person shall not contravene or fail to comply with an order by the Court under this section that is applicable to him.

14. After section 149 of the Principal Act the following section is inserted:

Power of Court to punish for contempt of Court

“149a. Nothing in a provision of this Act that provides—

(a) that a person shall not contravene or fail to comply with an order of the Court; or

(b) that a person who contravenes or fails to comply with an order of the Court is guilty of an offence,

affects the powers of the Court in relation to the punishment of contempts of the Court.”.

15. The Principal Act is amended as set out in Schedule 2.

16. The Securities Industry (Fees) Act 1980⁴ is in this Part referred to as the Principal Act.

17. Section 3 of the Principal Act is amended by adding at the end thereof the following sub-section:

“(2) The Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980 applies to this Act.”.

18. The Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980⁵ is in this Part referred to as the Principal Act.

19. Section 14 of the Principal Act is amended by inserting after sub-section (1) the following sub-section:

“(1a) A document that is required by a relevant Act to be given or sent to the Commission shall be delivered or sent to the office of the Corporate Affairs Commission for the Territory and any such document that is delivered or sent to that office shall be deemed to have been given or sent, as the case may be, to the Commission.”.

20. Section 35 of the Principal Act is amended by adding at the end thereof the following sub-section:

“(6) In this section, ‘indictment’ does not include information.”.

21. The Companies Act 1981⁶ is in this Part referred to as the Principal Act.

22. Section 5 of the Principal Act is amended—

(a) by adding “or” at the end of paragraph (a) of the definition of “banking corporation” in sub-section (1);

(b) by omitting paragraph (b) of the definition of “banking corporation” in sub-section (1); and

(c) by inserting “in right of the Commonwealth, in right of a State or in right of a Territory” after “Crown” in sub-paragraph (a) (iii) of the definition of “foreign company” in sub-section (1).

23. Section 16 of the Principal Act is repealed and the following section substituted:

Privilege

“16. (1) Where—

(a) the Commission, or a person authorized by the Commission, makes a requirement under section 12 or 13 of a duly qualified legal practitioner in respect of a book; and

(b) the book contains a privileged communication made by or on behalf of or to the legal practitioner in his capacity as a legal practitioner,

the legal practitioner is entitled to refuse to comply with the requirement unless the person to whom or by or on behalf of whom the communication was made or, if the person is a body corporate that is under official management or in the course of being wound up, the official manager or the liquidator, as the case may be, agrees to the legal practitioner complying with the requirement but, where the legal practitioner so refuses to comply with a requirement, he shall forthwith furnish, in writing, to the Commission or authorized person—

(c) if he knows the name and address of the person to whom or by or on behalf of whom the communication was made—that name and address; and

(d) sufficient particulars to identify the book, or the part of the book, containing the communication.

“(2) Where—

(a) under section 12 or 13, the Commission, or a person authorized by the Commission, requires a duly qualified legal practitioner to make a statement providing an explanation as to any matter relating to the compilation of books or as to any matter to which any books relate; and

(b) the legal practitioner is not able to make that statement without disclosing a privileged communication made by or on behalf of or to the legal practitioner in his capacity as a legal practitioner,

the legal practitioner is entitled to refuse to comply with the requirement, except to the extent that he is able to comply with the requirement without disclosing any privileged communication referred to in paragraph (b), unless the person to whom or by or on behalf of whom the communication was made or, if the person is a body corporate that is under official management or in the course of being wound up, the official manager or the liquidator, as the case may be, agrees to the legal practitioner complying with the requirement but, where the legal practitioner so refuses to comply with a requirement, he shall forthwith furnish, in writing, to the Commission or authorized person—

(c) if he knows the name and address of the person to whom or by or on behalf of whom the communication was made—that name and address; and

(d) if the communication was made in writing—sufficient particulars to identify the document containing the communication.

24. Section 18 of the Principal Act is amended by omitting from paragraph (3) (a) “or under any provision of a law, or a previous law, of a State or Territory” and substituting “, under a corresponding provision of a previous law of the Territory or under any provision of a law, or a previous law, of a State or of another Territory”.

25. Section 20 of the Principal Act is amended by omitting from paragraph

26. Section 22 of the Principal Act is amended by omitting from sub-section (3) “Commission” (twice occurring) and substituting “local authority”.

27. Section 27 of the Principal Act is amended—

(a) by inserting in sub-paragraphs (4) (a) (iii) and (5) (a) (iii) “, under a corresponding provision of a previous law of the Territory” after “section 562”;

(b) by omitting from sub-paragraph (6) (a) (i) “this”; and

(c) by inserting in sub-paragraph (6) (a) (iii) “, under a corresponding provision of a previous law of the Territory” after “section 562”.

28. Section 31 of the Principal Act is amended by inserting in sub-paragraph (2) (a) (ii) “or 26” after “section 25”.

29. Section 66 of the Principal Act is amended by omitting sub-section (6).

30. Section 83 of the Principal Act is amended by omitting from paragraph (5) (a) “lodged” and substituting “filed”.

31. Section 90 of the Principal Act is amended by omitting from sub-section (6) “1980” and substituting “1981”.

132. Section 97 of the Principal Act is amended by omitting from sub-paragraph (5) (b) (ii) “a registered company auditor” and substituting “the registered company auditor who has made the report required to be included in the prospectus by paragraph 98 (1) (e)”.

33. Section 98 of the Principal Act is amended—

(a) by omitting paragraph (1) (e) and substituting the following paragraphs:

“(e) shall contain a report by a registered company auditor (to be headed ‘Investigating Accountant’s Report’) containing the prescribed matters and such other matters as the Commission requires;

(ea) shall set out the prescribed matters and contain the prescribed reports;

(eb) shall set out such other matters as the Commission requires and contain such other reports as the Commission requires;”;

(b) by omitting from sub-section (3) “paragraph (1) (e)” and substituting “sub-section (1)”;

(c) by inserting after sub-section (3) the following sub-section:

“(3a) A report contained in a prospectus in accordance with sub-section (1) or in accordance with a requirement made by the Commission under that sub-section shall either—

(a) indicate by way of note any adjustments as respects the figures of any profit or loss or assets and liabilities dealt with by the report that appear necessary to the person or persons making the report; or

(b) make those adjustments and indicate by way of note that adjustments have been made and the nature of those adjustments.”; and

(d) by omitting sub-section (4) and substituting the following sub-section:

“(4) Without limiting the generality of sub-section (1), the Commission may require that a report that is required, pursuant to sub-section (1) or pursuant to a requirement made under that sub-section, to be contained in a prospectus shall contain accounts that comply with the requirements set out in the regulations in force for the time being under sub-section 269 (8) or with such of those requirements as are specified by the Commission.”.

34. Section 102 of the Principal Act is amended by omitting from sub-section (2) “98 (1) (e)” and substituting “98 (1) (ea)”.

35. Section 125 of the Principal Act is amended by adding at the end thereof the following sub-section:

“(9) Nothing in section 73 or 76 affects the operation of this section.”.

36. Section 126 of the Principal Act is amended by adding at the end thereof the following sub-section:

“(9) Nothing in section 73 or 76 affects the operation of this section.”.

37. Section 127 of the Principal Act is amended by adding at the end thereof the following sub-section:

“(8) Nothing in section 73 or 76 affects the operation of this section.”.

38. Section 131 of the Principal Act is amended by inserting after sub-section (5) the following sub-section:

“(5a) A company shall keep, at the place where the register referred to in sub-section (1) is kept, a copy of every instrument by which an option to take up unissued shares in the company is granted and, for the purposes of sub-sections (4) and (5), those copies shall be deemed to be part of the register referred to in sub-section (1).”.

39. Section 152 of the Principal Act is amended—

(a) by omitting from sub-section (1) “in those debentures or”; and

(b) by omitting from sub-section (4) “in any debentures or” and “these”.

40. Section 153 of the Principal Act is amended by omitting from sub-sections (2) and (3) “in the debentures or”.

41. Section 154 of the Principal Act is amended—

(a) by omitting paragraph (1) (a) and substituting the following paragraph:

“(a) in the Territory, invites the public to subscribe for or purchase debentures or offers debentures to the public for subscription or purchase; or”;

(b) by omitting from sub-section (1) “, or the debentures do not,” and “or debentures”;

(c) by omitting from sub-section (2) “, or the debentures to which the trust deed relates do not,” and “or debentures”;

(d) by omitting from sub-section (5) “neither the debenture nor the trust deed relating to the issue of the debenture expressly contains” and substituting “the trust deed relating to the issue of the debenture does not expressly contain”; and

(e) by omitting from sub-section (6) “neither the debenture nor the trust deed relating to the issue of the debenture expressly contains the covenant” and substituting “the trust deed relating to the issue of the debenture does not expressly contain the covenants”.

42. Section 158 of the Principal Act is amended—

(a) by omitting from sub-section (18) “within the prescribed time,” and substituting “within the period, or at the date, specified in the sub-section concerned,”; and

(b) by inserting in sub-section (19) “inclusive,” after “(16),”.

43. Section 170 of the Principal Act is amended by omitting sub-sections (1), (2) and (3) and substituting the following sub-sections:

“(1) A company or an agent of a company shall not issue to the public, offer to the public for subscription or purchase, or invite the public to subscribe for or purchase, any prescribed interest unless a statement in writing in relation to that prescribed interest has been registered by the Commission under Division 1.

“(2) For the purposes of the registration of the statement referred to in sub-section (1), and for all other purposes, the statement shall be deemed to be a prospectus issued by a company.

“(3) Subject to sub-sections (4) and (5), all provisions of this Act and rules of law relating to—

(a) prospectuses;

(b) the offering or intended offering to the public of shares for subscription or purchase;

(c) the inviting or intended inviting of the public to subscribe for or purchase shares; and

(d) the issuing or intended issuing of forms of application for shares,

shall, with such adaptations as are necessary, apply and have effect in relation to prescribed interests as if—

(e) the prescribed interests were shares that were offered or intended to be offered to the public for subscription or purchase or that the public were invited or intended to be invited to subscribe for or purchase;

(f) persons accepting any offers or making offers pursuant to any invitation in respect of, or subscribing for or purchasing, any such prescribed interests were subscribers for shares;

(g) the references in paragraph 99 (4) (a) to the corporation were references to the financial or business undertaking or scheme, the common enterprise or the investment contract to which the statement relates;

(h) the reference in sub-paragraph 99 (4) (a) (iv) to the directors of the corporation were a reference to the management company for the prescribed interest and the directors of that company; and

(j) the reference in sub-paragraph 99 (4) (a) (vi) to debentures were a reference to prescribed interests and the reference in that sub-paragraph to the trustee for the debenture holders were a reference to the trustee for, or representative of, the holders of the prescribed interests.”.

44. Section 205 of the Principal Act is amended—

(a) by omitting from paragraph (1) (c) “, 202 or 206” and substituting “or 202”;

(b) by inserting in paragraph (1) (d) “(other than a notice under section 206)” after “in respect of the charge”;

(c) by adding at the end of paragraph (2) (b) “or”;

(d) by omitting from paragraph (2) (c) “; or”;

(e) by omitting paragraph (2) (d);

(f) by inserting after sub-section (2) the following sub-section:

“(2a) Where, after there has been a variation in the terms of a registrable charge on property of a company having the effect of increasing the amount of the debt or increasing the liabilities (whether present or prospective) secured by the charge—

(a) an order is made, or a resolution is passed, for the winding up of the company; or

(b) an official manager is appointed in respect of the company,

the registrable charge is void as a security on that property to the extent that it secures the amount of the increase in that debt or liability unless—

(c) a notice in respect of the variation was lodged with the Commission under section 206—

(i) within the period of 45 days specified in sub-section 206 (2) or that period as extended by the Court under sub-section (3) of this section; or

(ii) not later than 6 months before the commencement of the winding up or the appointment of the official manager, as the case may be; or

(d) the period of 45 days specified in sub-section 206 (2), or that period as extended by the Court under sub-section (3) of this section, has not expired at the commencement of the winding up or at the time of the appointment of the official manager and the notice is lodged before the expiration of that period.”;

(g) by inserting in sub-section (3) “, or in respect of a variation in the terms of a charge,” after “charge”;

(h) by inserting in sub-section (5) “or (2a)” after “(1)”; and

(j) by adding at the end thereof the following sub-section:

“(6) The onus of proving that a person purchased property in good faith and without notice of any of the matters referred to in paragraphs (5) (a), (b) and (c) is on the person asserting that the property was so purchased.”.

45. Section 209 of the Principal Act is amended by omitting paragraph (2) (b) and substituting the following paragraph:

“(b) a short description of the liability (whether present or prospective) secured by the charge;”.

46. Section 212 of the Principal Act is repealed and the following section substituted:

Power of Court to rectify Register, &c.

“212. Where the Court is satisfied—

(a) that a particular with respect to a registrable charge on property of a company has been omitted from, or mis-stated in, the Register or a memorandum referred to in section 207; and

(b) that the omission or mis-statement—

(i) was accidental or due to inadvertence or to some other sufficient cause; or

(ii) is not of a nature to prejudice the position of creditors or shareholders,

or that on other grounds it is just and equitable to grant relief, the Court may, on the application of the company or any person interested and on such terms and conditions as seem to the Court just and expedient, order that the omission or mis-statement be rectified.”.

47. Section 217 of the Principal Act is amended—

(a) by omitting sub-section (1) and substituting the following sub-section:

“(1) On the lodging of the memorandum of a proposed company for registration, there shall be lodged with the Commission notice in the prescribed form of the address of the proposed registered office of the company.”; and

(b) by omitting from sub-section (3) “of address” and substituting “in the situation”.

48. Section 227 of the Principal Act is amended by omitting from sub-sections (1) and (2) “act as” and substituting “be”.

49. Section 237 of the Principal Act is amended by adding at the end thereof the following sub-section:

“(4) For the purposes of this section, ‘officer’, in relation to a company, means—

(a) a director, secretary, executive officer or employee of the company;

(b) a receiver, or receiver and manager, of the property or part of the property of the company;

(c) an official manager or deputy official manager of the company;

(d) a liquidator of the company; and

(e) a trustee or other person administering a compromise or arrangement made between the company and another person or other persons.”.

50. Section 239 of the Principal Act is amended by inserting in sub-section (2) “a copy of” after “send”.

51. Section 297 of the Principal Act is amended—

(a) by inserting in sub-section (1) “or another person” after “corporation” (second occurring); and

(b) by omitting sub-sections (2) and (3) and substituting the following sub-sections:

“(2) Where an inspector gives a certificate under sub-section (1) in relation to an officer of a corporation or another person, the Court may inquire into the case and—

(a) order the officer or the other person, as the case may be, to comply with the requirement of the inspector within such period as is fixed by the Court; or

(b) if the Court is satisfied that the officer or the other person, as the case may be, failed, without reasonable excuse, to comply with the requirement of the inspector, punish him in like

manner as if he had been guilty of contempt of the Court and, if it sees fit, also make an order pursuant to paragraph (a).

“(3) The powers of the Court under this section may be exercised in relation to an officer or another person notwithstanding that the officer or other person has been convicted of an offence in relation to the matters in respect of which the powers are to be exercised.”.

52. Section 315 of the Principal Act is amended—

(a) by omitting from paragraph (11) (a) “326 (2) and (3)” and substituting “326 (1a) and (2)”; and

(b) by omitting sub-section (21) and substituting the following sub-section:

“(21) The Court shall not approve a compromise or arrangement under this section unless—

(a) it is satisfied that the compromise or arrangement has not been proposed for the purpose of enabling any person to avoid the operation of any of the provisions of the Companies (Acquisition of Shares) Act 1980; or

(b) there is produced to the Court a statement in writing by the Commission stating that the Commission has no objection to the compromise or arrangement,

but the Court is not required to approve a compromise or arrangement by reason only that a statement by the Commission stating that the Commission has no objection to the compromise or arrangement has been produced to the Court as mentioned in paragraph (b).”.

53. Section 317 of the Principal Act is amended by omitting sub-section (5).

54. Section 326 of the Principal Act is amended—

(a) by omitting from sub-section (1) “7” and substituting “14”;

(b) by inserting after sub-section (1) the following sub-section:

“(1a) A person who has been appointed as a receiver of the property or part of the property of a company or registered foreign company shall, within 14 days after the date of his appointment, lodge with the Commission notice in the prescribed form of the address of his office and, in the event of a change in the situation of his office, shall, within 14 days after the change, lodge with the Commission notice in the prescribed form of the change.”;

(c) by omitting from sub-section (2) “under the powers contained in any instrument”;

(d) by omitting from sub-section (2) “7” and substituting “14”; and

(e) by omitting sub-section (3).

55. Section 328 of the Principal Act is amended—

(a) by omitting paragraph (1) (b) and substituting the following paragraph:

“(b) the persons who were, at the date of the receiver’s appointment, the directors and the secretary of the company shall, within 14 days after the company receives the notice referred to in paragraph (a), make out and submit to the receiver a report in the prescribed form as to the affairs of the company as at the date of the receiver’s appointment; and”;

(b) by omitting from paragraph (l) (c) “statement” (wherever occurring) and substituting “report”;

(c) by omitting sub-sections (2) and (3) and substituting the following sub-sections:

“(2) Where notice has been served on a company under paragraph (1) (a), the persons who were, at the date of the receiver’s appointment, the directors and the secretary of the company may, whether before or after the expiration of the period specified in paragraph (1) (b) for the submission of the report, apply to the receiver or to the Court for an extension of the period within which the report is to be submitted and—

(a) where application is made to the receiver—if the receiver believes that there are special reasons for so doing, he may, by notice in writing to those persons, extend that period until a specified date; and

(b) where application is made to the Court—if the Court believes that there are special reasons for so doing, the Court may, by order, extend that period until a specified date.

“(3) Where, under sub-section (2), the persons who were, at the date of the receiver’s appointment, the directors and the secretary of a company are granted an extension of the period within which a report as to the affairs of the company is to be submitted—

(a) where the extension is granted by the receiver—the receiver shall forthwith lodge with the Commission a copy of the notice given by him to those persons; or

(b) where the extension is granted by the Court—the persons to whom an extension is granted shall forthwith lodge with the Commission a copy of the order of the Court.”; and

(d) by omitting sub-section (6).

56. Section 329 of the Principal Act is repealed and the following section substituted:

Receiver may require reports

“329. (1) A receiver of the property or part of the property of a company may, by notice served personally or by post addressed to the last known address of the person, require one or more persons included in one or more of the following classes of persons to make out as required by the notice, verify by a statement in writing in the prescribed form, and submit to him, a report, containing such information as is specified in the notice as to the affairs of the company or as to such of those affairs as are specified in the notice, as at a date specified in the notice:

(a) persons who are or have been officers of the company;

(b) where the company was formed within one year before the date of the receiver’s appointment—persons who have taken part in the formation of the company;

(c) persons who are in the employment of the company or have been in the employment of the company within one year before the date of the receiver’s appointment and are, in the opinion of the receiver, capable of giving the information required;

(d) persons who are, or have been within one year before the date of the receiver’s appointment, officers of, or in the employment of, a corporation that is, or within that year was, an officer of the company to the affairs of which the report relates.

“(2) The receiver may, in a notice under sub-section (1), specify the information that he requires as to affairs of a company by reference to information required by this Act or the regulations to be included in any other report, statement or notice under this Act.

“(3) A person making a report and verifying it as required by sub-section (1) shall, subject to the regulations, be allowed, and shall be paid by the receiver (or his successor) out of his receipts, such costs and expenses incurred in and about the preparation and making of the report and the verification of the report as the receiver (or his successor) considers reasonable.

“(4) A person who fails to comply with a requirement made under sub-section (1) is guilty of an offence.

“(5) A reference in this section to the receiver’s successor shall be read as including a reference to a continuing receiver.”.

57. Section 330 of the Principal Act is amended—

(a) by omitting from sub-section (1) “, subject to sub-section (2),” and “and verified by a statement in writing”;

(b) by omitting sub-section (2); and

(c) by omitting sub-section (6) and substituting the following sub-section:

“(6) A receiver who fails to comply with a requirement made under this section is guilty of an offence.”.

58. Section 335 of the Principal Act is amended—

(a) by omitting from sub-section (4) “a statement of the affairs of the company in the prescribed form” and substituting “a report in the prescribed form as to the affairs of the company”;

(b) by omitting from sub-section (5) “the statement of the affairs of the company” and substituting “the report prepared in accordance with sub-section (4)”;

(c) by omitting from sub-section (6) “statement” and substituting “report”;

(d) by omitting sub-section (7) and substituting the following sub-section:

“(7) A director of a company shall not furnish a certificate under sub-section (5) concerning a report prepared in accordance with sub-section (4) unless he has made such enquiries as are reasonably necessary to determine whether the report does or does not give a true and fair view of the state of affairs of the company as at the date to which it is made up.”;

(e) by omitting from paragraph (10) (b) “statement” (wherever occurring) and substituting “report”;

(f) by omitting from sub-section (11) “statement of affairs” and substituting “report”;

(g) by omitting from sub-section (11) “statement” (last occurring) and substituting “report”; and

(h) by omitting from sub-section (15) “statement of affairs of the company” and substituting “report”.

59. Section 336 of the Principal Act is amended by omitting from paragraph (2) (a) “statement of affairs of the company” and substituting “report”.

60. Section 340 of the Principal Act is amended by omitting from sub-section (1) “situation” (first occurring) and substituting “address”.

61. Section 347 of the Principal Act is amended—

(a) by omitting sub-section (5) and substituting the following sub-section:

“(5) The official manager shall lay before the meeting of creditors convened in accordance with sub-section (4) a report in the prescribed form as to the affairs of the company made up to a date that is not more than 30 days before the day for which the meeting is convened.”; and

(b) by omitting from sub-section (11) “statement” and substituting “report”.

62. Section 357 of the Principal Act is amended by omitting paragraph (7) (a) and substituting the following paragraphs:

“(a) a reference in any of those provisions to the committee of inspection or to the committee were a reference to the committee of management;

(aa) a reference in any of those provisions to a member of the committee were a reference to a member of the committee of management;”.

63. Section 375 of the Principal Act is amended—

(a) by omitting from sub-section (1) “or secretaries of the company a statement (in this section referred to as a ‘relevant statement’)” and substituting “of the company a report in the prescribed form”;

(b) by omitting sub-sections (2) and (3) and substituting the following sub-sections:

“(2) The liquidator may, by notice in writing served personally or by post addressed to the last known address of the person, require one or more persons included in one or more of the following classes of persons to make out as required by the notice, verify by a statement in writing in the prescribed form, and submit to him, a report, containing such information as is specified in the notice as to the affairs of the company or as to such of those affairs as are specified in the notice, as at a date specified in the notice:

(a) persons who are or have been officers of the company;

(b) where the company was formed within one year before the date of the winding up order—persons who have taken part in the formation of the company;

(c) persons who are in the employment of the company or have been in the employment of the company within one year before the date of the winding up order and are, in the opinion of the liquidator, capable of giving the information required;

(d) persons who are, or have been within one year before the date of the winding up order, officers of, or in the employment of, a corporation that is, or within that year was, an officer of the company to the affairs of which the report relates;

(e) a person who was a provisional liquidator of the company.

“(3) The liquidator may, in a notice under sub-section (2), specify the information that he requires as to affairs of the company by reference to information required by this Act or the regulations to be included in any other report, statement or notice under this Act.”;

(c) by omitting from sub-sections (4), (5) and (6) “relevant statement” and substituting “report”; and

(d) by omitting from sub-sections (7) and (8) “relevant statement” (wherever occurring) and substituting “report”.

64. Section 376 of the Principal Act is amended by omitting “statement” and substituting “report”.

65. Section 389 of the Principal Act is amended—

(a) by inserting in sub-section (1) “or regulations” after “rules”;

(b) by inserting in paragraph (1) (c) “among themselves and the distribution of any surplus among the persons entitled to it” after “contributories”; and

(c) by omitting sub-section (2) and substituting the following sub-section:

“(2) Notwithstanding anything contained in rules or regulations made for the purposes of sub-section (1), a liquidator shall not—

(a) make any call without either the special leave of the Court or the sanction of the committee of inspection; or

(b) distribute any surplus among the persons entitled to it without the special leave of the Court.”.

66. Section 395 of the Principal Act is amended—

(a) by omitting sub-section (3) and substituting the following sub-section:

“(3) A declaration so made has no effect for the purposes of this Act unless—

(a) the declaration is made at the meeting of directors referred to in sub-section (1);

(b) the declaration is lodged with the Commission before the date on which the notices of the meeting at which the resolution for the winding up of the company is to be proposed are sent out or

such later date as the Commission, whether before, on or after the first-mentioned date, allows; and

(c) the resolution for voluntary winding up is passed within the period of 5 weeks after the making of the declaration or within such further period after the making of that declaration as the Commission, whether before or after the expiration of that period of 5 weeks, allows.”; and

(b) by omitting sub-section (5) and substituting the following sub-section:

“(5) If the company is wound up pursuant to a resolution for voluntary winding up passed within the period of 5 weeks after the making of the declaration or, if pursuant to paragraph (3) (c) the Commission has allowed a further period after the expiration of that period of 5 weeks, within that further period, but its debts are not paid or provided for in full within the period stated in the declaration, it shall be presumed, unless the contrary is shown, that a director who made the declaration did not have reasonable grounds for his opinion.”.

67. Section 398 of the Principal Act is amended—

(a) by omitting paragraph (5) (a) and substituting the following paragraph:

“(a) cause to be laid before the meeting of creditors a report in the prescribed form, and verified by all the directors, as to the affairs of the company, made up to the latest practicable date before the notices of the meeting were sent; and”; and

(b) by inserting after sub-section (6) the following sub-section:

“(6a) The directors of the company shall, not later than 7 days after the report referred to in paragraph (5) (a) is laid before the meeting of creditors as mentioned in that paragraph, lodge a copy of the report with the Commission.

68. Section 411 of the Principal Act is amended by omitting sub-sections (5) and (6) and substituting the following sub-sections:

“(5) Subject to sub-section (6), on the expiration of the period of 3 months after the lodging of the return with the Commission the company is dissolved.

“(6) On the application of the liquidator or of any other party who appears to the Court to be interested, the Court may, before the expiration of the period of 3 months referred to in sub-section (5), by order, declare that sub-section (5) is not to apply in relation to the company and specify the date on which the

company is to be dissolved and, where the Court makes such an order, the company is dissolved on the date specified in the order.”.

69. Section 417 of the Principal Act is amended by omitting from sub-section (5) “14” and substituting “7”.

70. Section 421 of the Principal Act is amended by omitting from sub-section (1) “situation” (first occurring) and substituting “address”.

71. Section 427 of the Principal Act is amended by omitting from sub-section (3) “the prescribed certificate of receipt” and “that certificate” and substituting “a receipt” and “that receipt” respectively.

72. Section 454 of the Principal Act is amended—

(a) by omitting from sub-section (2) “or the committee of inspection” and “or the committee”;

(b) by omitting from sub-section (4) “or committee of inspection”; and

(c) by omitting from sub-section (4) “or committee” (second and third occurring).

73. Section 475 of the Principal Act is amended by omitting “section 378” and substituting “paragraphs 378 (1) (a) and (b), sub-sections 378 (2), (3) and (4)”.

74. Section 512 of the Principal Act is amended—

(a) by omitting paragraphs (2) (c) and (d) and substituting the following paragraphs:

“(c) a list of its directors or the members of its committee of management, council or other governing body by whatever name called, containing particulars with respect to those directors or members that are equivalent to the particulars that are required by this Act to be contained in the register of the directors, principal executive officers and secretaries of a company incorporated under this Act;

(d) where the list referred to in paragraph (c) includes directors, or members of a committee of management, council or other governing body, who are—

(i) resident in the Territory; and

(ii) members of a local board of directors, committee of management, council or other governing body,

a memorandum duly executed by or on behalf of the foreign company stating the powers of those local directors or members;”;

(b) by omitting from paragraph (2) (e) “(being a memorandum or power of attorney verified by a statement in writing)”;

(c) by inserting after paragraph (2) (f) the following paragraph:

“(fa) notice of the address of its registered office or, if there is no registered office, of its principal place of business, in its place of incorporation or formation;”; and

(d) by omitting from paragraph (2) (g) “situation” and substituting “address”.

75. Section 514 of the Principal Act is amended by omitting from sub-section (1) “by a statement in writing in the prescribed form,” and substituting “, by a statement in writing in the prescribed form, to be a true copy,”.

76. Section 515 of the Principal Act is amended by omitting from paragraph (2) (d) “address” and substituting “situation”.

77. Section 517 of the Principal Act is amended by omitting sub-section (2) and substituting the following sub-section:

“(2) If an officer of a foreign company, or any person on behalf of the foreign company—

(a) issues or publishes in the Territory, or authorizes the issue or publication in the Territory, of any business letter, statement of account, order for goods, order for services, official notice or publication of the foreign company that does not comply with the requirements of sub-section (1); or

(b) signs or issues in the Territory, or authorizes to be signed or issued in the Territory, on behalf of the foreign company any bill of exchange, promissory note, cheque or other negotiable instrument, indorsement on, or order in, a bill of exchange, promissory note, cheque or other negotiable instrument, or any receipt or letter of credit, that does not comply with the requirements of sub-section (1),

he is guilty of an offence.

78. Section 521 of the Principal Act is amended—

(a) by omitting sub-section (5); and

(b) by inserting after sub-section (11) the following sub-section:

“(11a) If a registered foreign company fails to comply with sub-section (1), (2) or (11), the foreign company, any officer of the foreign company who is in default and any agent of the foreign company who is in default are each guilty of an offence.”.

79. After section 530 of the Principal Act the following section is inserted:

Address of registered office, principal office, &c.

“530a. Where a provision of this Act requires a notice to be lodged with the Commission of—

(a) the address of an office of a corporation or person; or

(b) a change in the situation of an office of a corporation or person,

the notice—

(c) shall specify the full address, or the full new address, as the case requires, of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated; and

(d) where the notice relates to the address or situation of an office of a corporation and the address specified in accordance with paragraph (a) is the address of premises that are not to be occupied by the corporation—shall be accompanied by the consent, given in the prescribed form, by the person who is the occupier of those premises to the specification of that address in that notice.”.

80. Section 535 of the Principal Act is amended by adding at the end thereof the following sub-section:

“(5) For the purposes of this section, ‘officer’ in relation to a corporation, means—

(a) a director, secretary, executive officer or employee of the corporation;

(b) a receiver, or receiver and manager, of the property or part of the property of the corporation;

(c) an official manager or deputy official manager of the corporation;

(d) a liquidator of the corporation; and

(e) a trustee or other person administering a compromise or arrangement made between the corporation and another person or other persons.”.

81. Section 547 of the Principal Act is amended—

(a) by omitting from sub-section (1) “, 256 or 521” and substituting “or 256”; and

(b) by omitting from sub-section (2) “, 262 or 521” and substituting “or 262”.

82. Section 548 of the Principal Act is amended—

(a) by adding at the end of sub-section (1) “into the English language”; and

(b) by adding at the end of sub-section (2) “into the English language”.

83. Section 554 of the Principal Act is amended by inserting in paragraph (1) (d) “or report” after “statement”.

84. Section 558 of the Principal Act is amended by omitting “Nothing” and substituting “Except as provided by sub-section 556 (4), nothing”.

85. Section 562 of the Principal Act is amended by omitting sub-section (5) and substituting the following sub-section:

“(5) In this section, ‘company’ means—

(a) a corporation; or

(b) a body referred to in paragraph 469 (1) (b).”.

86. Section 577 of the Principal Act is amended—

(a) by omitting paragraph (1) (g) and substituting the following paragraphs:

“(g) prescribing the manner in which a liquidator appointed by the Court may—

(i) exercise his powers and perform his functions under sub-section 378 (l); and

(ii) exercise any powers conferred, and perform any duties imposed, on him by regulations made for the purposes of sub-section 389 (1);

(ga) prescribing the manner in which a liquidator in a voluntary winding up may exercise his powers and perform his functions under section 408;”; and

(b) by inserting after sub-section (1) the following sub-section:

“(1a) Except as otherwise expressly provided in this Act, the regulations may be of general or specially limited application or may differ according to differences in time, locality, place or circumstance.”.

87. The Principal Act is amended as set out in Schedule 3.

88. The Companies (Fees) Act 1981⁷ is in this Part referred to as the Principal Act.

89. Section 3 of the Principal Act is amended by adding at the end thereof the following sub-section:

“(2) The Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980 applies to this Act.”.

90. The Companies (Transitional Provisions) Act 1981⁸ is in this Part referred to as the Principal Act.

91. Section 13 of the Principal Act is amended—

(a) by omitting from sub-section (8) “152 (1) (g)” and substituting “152 (1) (h)”;

(b) by adding at the end of sub-section (14) “and, for the purposes of Gazette under sub-section 176 (1)”;section 176 of the Act, the notice shall be deemed to have been a notice published in the

(c) by inserting after sub-section (15) the following sub-sections:

“(15a) An order made by the Registrar under sub-section 162c (1) of the Ordinance and in force immediately before the commencement of the Act shall be deemed to be an order made by the Commission under sub-section 273 (1) of the Act relieving the directors of the company named in the order from compliance with the requirements

of the Act that correspond with the requirements of the Ordinance specified in the order and shall be deemed—

(a) where the order required the directors to comply with other requirements relating to the form and content of accounts, group accounts or reports—to have been made on condition that the directors comply with those requirements; and

(b) where the order made by the Registrar was limited to a specified period—to be limited to the same period.

“(15b) An order made by the Registrar under sub-section 162c (2) of the Ordinance in respect of a specified class of companies and in force immediately before the commencement of the Act shall be deemed to be an order made by the Commission under sub-section 273 (5) of the Act relieving the directors of companies included in the specified class of companies from compliance with the requirements of the Act that correspond with the requirements of the Ordinance specified in the order and shall be deemed—

(a) where the order required the directors of companies included in the specified class of companies to comply with other requirements relating to the form and content of accounts, group accounts or reports—to have been made on condition that the directors comply with those requirements; and

(b) where the order made by the Registrar was limited to a specified period—to be limited to the same period.”; and

(d) by inserting in sub-section (21) “, by instrument in writing published in the Gazette,” after “Commission”.

92. Section 16 of the Principal Act is amended—

(a) by omitting from sub-section (2) “as a prospectus” (first occurring); and

(b) by omitting from sub-section (2) “be deemed to be a statement under Companies Act 1981 that has been registered as a prospectus under that Act” and substituting “be deemed to be a statement that has been registered under Division 1 of Part IV of the Companies Act 1981 as required by sub-section 170 (1) of that Act”.section 170 of the

93. Section 18 of the Principal Act is amended—

(a) by inserting in sub-section (3) “on property of a company” after “relevant charge”; and

(b) by omitting sub-section (9) and substituting the following sub-section:

“(9) Notwithstanding the repeals effected by Companies Act 1981, the provisions of Division 7 of Part IV of the Companies Ordinance 1962 as amended and in force immediatelysection 4 of the

before the commencement of this Act continue in force as if that Ordinance had not been repealed in relation to—

(a) any charge created by a company before the commencement of the Companies Act 1981; or

(b) any charge to which property acquired by a company before the commencement of the Companies Act 1981 was subject when the property was so acquired,

where—

(c) the charge was required to be registered under Companies Ordinance 1962; andDivision 7 of Part IV of the

(d) if the charge had been created by the company, or the property subject to the charge had been acquired by the company, after the commencement of the Companies Act 1981, the charge would not have been required to be registered under Division 9 of Part IV of that Act.”.

94. Section 20 of the Principal Act is amended—

(a) by inserting in sub-section (1) “, 273” after “268”; and

(b) by inserting after sub-section (3) the following sub-section:

“(3a) For the purposes of this section, an order made by the Registrar under sub-Companies Ordinance 1962 in relation to the directors of a company or the directors of companies included in a specified class of companies that is, by sub-section 13 (15a) or (15b) of this Act, deemed to be an order made by the Commission under sub-section 273 (1) or (5), as the case may be, of the Companies Act 1981 has the same effect, unless and until the order is revoked under sub-section 273 (8), in relation to accounts, group accounts and reports required, by the provisions of Division 2 of Part VI of the Companies Act 1981 as applied by sub-section (1) of this section, to be made out by those directors as the order has, by virtue of sub-section 13 (15a) or (15b), as the case may be, of this Act, in relation to accounts, group accounts and reports required to be made out in accordance with the provisions of that Division.”.section 162c (1) or (2) of the

95. Section 22 of the Principal Act is amended—

(a) by omitting from sub-section (1) “(other than an investigation being carried out by an inspector or inspectors appointed under section 170 of that Ordinance)”; and

(b) by omitting from paragraph (1) (b) “173 (1)” and substituting “170 (1)”.

96. Section 23 of the Principal Act is repealed.

97. The Companies (Miscellaneous Amendments) Act 1981⁹ is in this Part referred to as the Principal Act.

98. Part IX of the Principal Act is repealed.

99. The Schedule to the Principal Act is amended by omitting—

100. The Acts specified in Schedule 4 are amended as set out in that Schedule.

SCHEDULE 1 Section 7

AMENDMENTS OF COMPANIES (ACQUISITION OF SHARES) ACT 1980

SCHEDULE 2 Section 15

AMENDMENTS OF SECURITIES INDUSTRY ACT 1980

SCHEDULE 3 Section 87

AMENDMENTS OF COMPANIES ACT 1981

SCHEDULE 4 Section 100

AMENDMENTS OF OTHER ACTS

No. 173, 1979, as amended. For previous amendments, see No. 1, 1981.

2. No. 64, 1980, as amended. For previous amendments, see Nos. 2 and 94, 1981.

3. No. 66, 1980, as amended. For previous amendments, see Nos. 3 and 96, 1981.

4. No. 67, 1980, as amended. For previous amendments, see No. 97, 1981.

5. No. 68, 1980, as amended. For previous amendments, see Nos. 4 and 98, 1981.

6. No. 89, 1981.

7. No. 90, 1981.

8. No. 91, 1981.

9. No. 92, 1981.