Companies (Amendment) Act 1971 (NSW)

COMPANIES (AMENDMENT) ACT.

ANNO VICESIMO

ELIZABETHE II REGINE

Act No. 61 ,1971 .

An Act to make provisions with respect to the dis­ closure of substantial shareholdings in companies, take-over offers for shares in companies and related matters, the accounts of companies and the auditing of those accounts, and the investigation of the affairs of companies; for these and other purposes to amend the Companies Act, 1961, the Public Accountants Registration Act, 1945, the Business Names Act, 1962, the Companies (Trans­ fer of Domicile) Act, 1968, and the Securities Industry Act, 1970; to validate certain matters; and for purposes connected therewith. [Assented to, 15th December, 1971.] BE

T > E it enacted by the Queen's Most Excellent Majesty, by

" and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled, and by the authority of the same, as follows: —

PART I.

PRELIMINARY.

1. (1) This Act may be cited as the "Companies}

(Amendment) Act, 1971".	j
(2) This Part of this Act shall commence on the day upon which this Act receives the Royal assent.
(3) Subject to subsection two of this section, this Act shall commence in accordance with subsection four of this section.
(4) The Governor may appoint, and notify by proclamation published in the Gazette, the day upon which a Part or provision of this Act shall commence and may, at different times, appoint different days for different Parts or provisions, and the Part or provision to which such a procla­ mation relates shall commence as specified therein.
(5) The Companies Act, 1961, is in this Act referred to as the Principal Act.

2.      This Act is divided, as follows—

PART I.—PRELIMINARY—ss. 1 and 2.

PART II.—SUBSTANTIAL SHAREHOLDINGS, DIRECTORS' INTERESTS AND TAKE-OVERS—ss. 3-5.
PART I I I .—ACCOUNTS AND AUDIT—s .	6.

PART IV.—SPECIAL INVESTIGATIONS—ss. 7 and 8.
PART V.—DEFAULTING OFFICERS—s. 9.

PART VI.—MISCELLANEOUS—ss. 10-29.

PART

PART II.

SUBSTANTIAL SHAREHOLDINGS, DIRECTORS' INTERESTS AND

TAKE-OVERS.

3.      The Principal Act is amended—

(a) (i) by omitting from the matter relating to Part I in section three the figure "6" and by inserting in lieu thereof the figure "6A" ;

(ii)   by inserting next after the matter relating to Division 3 of Part IV in the same section the following new matter : —

DIVISION 3A.—Substantial Shareholdings—

ss. 69A-69N.

(iii)   by inserting immediately before the matter relating to Part VII in the same section the following new matter :—

PART VIB.—TAKE-OVERS—SS. 1 8 0 A —

180Y.

(b) (i) by inserting at the end of subsection one of

section five the following new definition :— "Voting share", in relation to a body corporate, means an issued share in the body corporate, not being—

(a) a share to which, in no circum­ stances, is there attached a right to vote; or

(b) a share to which there is attached a right to vote only in one or more of the following circumstances : —

(i)   during a period during which a dividend (or part of a dividend) in respect of the share is in arrear;

(ii)

(ii)   upon a proposal to reduce the share capital of the body corporate;

(hi) upon a proposal that affects rights attached to the share;

(iv)   upon a proposal to wind up the body corporate;

(v)   upon a proposal for the disposal of the whole of the property, business

and undertaking of

the body corporate;

(vi)   during the winding up of the body corporate.

(ii)   by omitting paragraph (d) of subsection six of the same section and by inserting in lieu thereof the following paragraph :—

(d) made to a dissenting offeree within

in the meaning of section one hundred the meaning of section 18 Ox or, with­

and eighty-five, to existing members of

a transferor company with respect to shares in a transferee company or, within the meaning of section two hun­ dred and seventy, to existing members of the company relating to shares in the corporation.

(c)

(c) by inserting next after section six the following new section: —

6A. (1) Subject to this section, a person has a relevant interest in a share in a body corporate—

(a) for the purposes of Division 3A of Part IV, if that share is a voting share and that person has power—

(i)   to exercise, or to control the exercise of, the right to vote attached to that share; or

(ii)   to dispose of, or to exercise control over the disposal of, that share;

(b)	for the purposes of sections one hundred and twenty-six and one hundred and twenty- seven, if that person has power to dispose of, or to exercise control over the disposal of, that share;
(c)	for the purposes of Part VIB, if that person has power—

(i)   where the share is a voting share, to exercise, or to control the exercise of, the right to vote attached to that share; or

(ii)   to dispose of, or to exercise control over the disposal of, that share, whether or not it is a voting share.

(2) It is immaterial for the purposes of this

section whether the power of a person—
(a)	to exercise, or to control the exercise of, the right to vote attached to a voting share in a body corporate; or
(b)	to dispose of, or exercise control over the disposal of, a share,

is express or implied or formal or informal, is exercisable alone or jointly with another person or other persons, cannot be related to a particular

share,

share, or is, or is capable of being made, subject to restraint or restriction and any such power exercisable jointly with another person or other persons shall, for those purposes, be deemed to be exercisable by either or any of those persons.

(3) A reference in this section to power or control includes a reference to power or control that is direct or indirect or is, or is capable of being, exercised as a result of, or by means of, or in breach of, trusts, agreements, arrangements, understand­ ings and practices, or any of them, whether or not they are enforceable, and a reference in this section to a controlling interest includes a reference to such an interest as gives control.

(4) Where a person—

(a)	has entered into an agreement with respect to a share;
(b)	has a right relating to a share, whether the right is enforceable presently or in the future and whether on the fulfilment of a condition or not; or

(c) has an option with respect to a share,

and, on fulfilment of the agreement, enforcement of the right or exercise of the option that person would have a relevant interest in the share he shall,

that relevant interest in the share. for the purposes of this section, be deemed to have (5) For the purposes of this section, where a body corporate has power—

(a) to exercise, or to control the exercise of, the right to vote attached to a voting share; or

(b)

(b) to dispose of, or to exercise control over the disposal of, a share,

and—

(c)	the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions of a person in relation to the exercise of the power;
(d)	a person has a controlling interest in the body corporate; or
(e)	a person has, the associates of a person have, or a person and his associates have power to exercise, or to control the exercise of, not less than fifteen per centum of the votes that may be exercised pursuant to rights to vote attached to the voting shares of the body corporate,

that person shall be deemed to have the same power in relation to that share as the body corporate has.

(6) For the purposes of subsection (5) of this section, a person is an associate of another person if the first-mentioned person is—

(a) a corporation that, by virtue of subsection (5) of section six, is deemed to be related to that other person;

(b)	a person in accordance with whose direc­
tions that other person is accustomed or is under an obligation, whether formal or in­ formal, to act in relation to a power referred to in subsection (5) of this section;

^c) a person who is accustomed or is under an obligation, whether formal or informal, to act in accordance with the directions of that other person in relation to that power;

(d)

(d)	a body corporate that is, or the directors of which are, accustomed or under an obliga­ tion, whether formal or informal, to act in accordance with the directions of that other person in relation to that power; or
(e)	a body corporate in accordance with the directions of which, or of the directors of which, that other person is accustomed or under an obligation, whether formal or in­ formal, to act in relation to that power.

(7) A relevant interest in a share shall be

disregarded—

(a) for the purposes of Division 3A of Part IV, sections one hundred and twenty-six and one hundred and twenty-seven and Part

V I B —

(i)   if the ordinary business of the person who has the relevant interest includes the lending of money and he has authority to exercise his powers as the holder of the relevant interest only by reason of a security given for the purposes of a trans­ action entered into in the ordinary course of business in connection with the lending of money;

(ii) if the relevant interest is that of a

person who has it by reason of his

holding a prescribed office;

(iii) if the ordinary business of the person who has the relevant interest includes dealing in securities within the meaning of the Securities Industry Act, 1970, and he has authority to exercise his powers as the holder of the relevant interest

only

only by reason of instructions given to him by or on behalf of another person to dispose of that share on behalf of that person in the ordinary course of business;

(iv)   if the share is subject to a trust, the relevant interest is that of a trustee and a beneficiary is deemed, by subsection (4) of this section, to have that relevant interest by virtue of a presently enforceable and un­ conditional right referred to in paragraph (b) of that subsection; and

(b) for the purposes of Division 3A of Part IV and of Part V I B , if the relevant interest is that of a person who has it by reason of his having been appointed as a proxy or representative to vote at a meeting of members, or a class of members, of a cor­ poration.

(8) For the purposes of any prescribed provision of Division 3A of Part I V , sections one hundred and twenty-six and one hundred and twenty-seven, or Part V I B a relevant interest in a share shall be disregarded if the relevant interest is that of such person, or of the persons included

in such class of persons, as is prescribed.
(d)	by inserting next after Division 3 of Part IV the following new Division : —

DIVISION 3A.—Substantial Shareholdings.

69A. (1) This section has effect for the purposes of this Division.

(2)

(2) A reference to a company is a

reference—

(a)	to a company all or any of the shares in which are listed for quotation on the official list of a stock exchange in Australia;
(b)	to a body corporate, being a body incor­ porated in the State, all or any of the shares in which are listed for quotation on the official list of a stock exchange in Australia, and which is for the time being declared by the Minister, by order published in the Gazette, to be a company for the purposes of this Division; or

<c) to a body, not being a body corporate, formed in the State, all or any of the shares in which are listed for quotation on the official list of a stock exchange in Australia, and which is for the time being declared by the Minister, by order published in the Gazette, to be a company for the purposes of this Division.

(3) In relation to a company the whole or a portion of the share capital of which consists of stock, a power exercisable by a person in relation to the stock shall be deemed to be a power exercisable by him in relation to an issued share in the company having the same nominal amount as the amount of that stock and having attached to it the same rights as are attached to that stock.

(4) A reference in the definition of "voting share" in subsection (1) of section five to a body corporate includes a reference to a body referred to in paragraph (c) of subsection (2) of this section.

69B. (1) The obligation to comply with this Division extends to all natural persons, whether resident in the State or in Australia or not and whether Australian citizens or not, and to all bodies

corporate

corporate and unincorporate, whether incorporated or carrying on business in the State or in Australia or not.

(2) This Division extends to acts done or omitted to be done outside the State, whether in Australia or not.

69c. (1) For the purposes of this Division, a person has a substantial shareholding in a company if he has a relevant interest or relevant interests in one or more voting shares in the company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than one-tenth of the aggregate of the nominal amounts of all the voting shares in the company.

(2) For the purposes of this Division, a person has a substantial shareholding in a company, being a company the share capital of which is divided into two or more classes of shares, if he has a relevant interest or relevant interests in one or more voting shares included in one of those classes and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is not less than one-tenth of the aggregate of the nominal amounts of all the voting shares included in that class.

(3) For the purposes of this Division, a person who has a substantial shareholding in a company is a substantial shareholder in that company.

holder in a company shall give notice in writing to 69D. (1) A person who is a substantial share­

the company stating his name and address

and full particulars of the voting shares in the company in which he has a relevant interest or relevant interests (including, unless the interest or interests cannot be related to a particular share or shares, the name of the person who is registered as the holder) and full particulars of each such interest and of the circumstances by reason of which

he has that interest. (2)

(2) A person required to give a notice under subsection (1) of this section shall give the notice—

(a)	within one month after the date on which this Division came into operation; or
(b)	within fourteen days after that person be­ comes aware of the relevant interest or interests by virtue of which he is a sub­ stantial shareholder,

whichever is the later.

(3) The notice shall be so given notwith­ standing that the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) of this section is applicable.

69E. (1) Where there is a change (not being a prescribed change) in the relevant interest or in­ terests of a substantial shareholder in a company in voting shares in the company, he shall give notice in writing to the company stating his name and full particulars of the change, including the date of the change and the circumstances by reason of which that change has occurred.

(2) A person required to give a notice under subsection (1) of this section shall give the notice within fourteen days after he becomes aware of the change.

this section, where a substantial shareholder in a (3) For the purposes of subsection (1) of	company acquires or disposes of voting shares in
the company, there shall be deemed to be a change in the relevant interest or interests of the substantial shareholder in voting shares in that company.
69 F. (1) A person who ceases to be a substan­ tial shareholder in a company shall give notice in writing to the company stating his name and the date ,

date on which he ceased to be a substantial share­ holder and full particulars of the circumstances by reason of which he ceased to be a substantial shareholder.

(2) A person required to give a notice under subsection (1) of this section shall give the notice within fourteen days after he becomes aware that he has ceased to have a relevant interest or relevant interests in a share or shares in a company to the extent necessary to make him a substantial shareholder in the company.

69G. The circumstances required to be stated in a notice under section 69D, 69E or 69F include circumstances by reason of which, having regard to the provisions of section 6A—

(a)	a person has a relevant interest in voting shares;
(b)	a change has occurred in a relevant interest in voting shares; or
(c)	a person has ceased to be a substantial shareholder in a company,

respectively.

69H. (1) A person who holds voting shares in a company, being voting shares in which he knows

or has reasonable grounds for believing a non­

resident has a relevant interest, shall—

(a)	give to the non-resident a notice in the prescribed form as to the requirements of this Division; or
(b)	where the first-mentioned person knows, or has reasonable grounds for believing, that an interest of the non-resident in the

shares

shares is a relevant interest that the non­ resident holds for another person, give to the non-resident a notice in the prescribed form as to the requirements of this Division and direct the non-resident to give the notice, or a copy of the notice, to that other person.

(2) A person required to give a notice under subsection (1) of this section shall give the notice within fourteen days after—

(a) this Division came into operation; or

(b) he becomes aware, or first has reasonable grounds for believing, that the non-resident has the relevant interest,

whichever is the later.

(3) In this section, "non-resident" means a person who is not resident in Australia or a body corporate that is not incorporated in Australia.

(4) Nothing in this section affects the

operation of section 69B.

69J. The Commission may, on the application of a person who is required to give a notice under this Division, in its discretion, extend, or further extend, the time for giving the notice.

which it shall forthwith enter— 69K. (1) A company shall keep a register in (a) in alphabetical order the names of persons from whom it has received a notice under section 69D; and

<b) against each name so entered, the informa­ tion given in the notice and, where it receives a notice under section 69E or 69F, the information given in that notice.

(2)

(2) The register shall be kept at the registered office of the company, or, if the company does not have a registered office, at the principal place of business of the company in the State, and shall be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of fifty cents or such lesser sum as the company requires.

(3) A person may request the company to furnish him with a copy of the register or any part of the register on payment in advance of a sum of twenty cents or such lesser sum as the company requires for every one hundred words or fractional part thereof required to be copied and the company shall send the copy to that person, within fourteen days or such longer period as the Commission thinks fit, after the day on which the request is received by the company.

(4) The Commission may at any time in writing require the company to furnish the Com­ mission with a copy of the register or any part of the register and the company shall furnish the copy within fourteen days after the day on which the requirement is received by the company.

(5) If default is made in complying with

this section, the company and every officer of the

company who is in default is guilty of an offence. Penalty: One thousand dollars. Default penalty:

Two hundred dollars.

(6) A company is not, by reason of anything done under this Division—

(a) to be taken for any purpose to have notice of; or

(b)

(b) put upon inquiry as to,

a right of a person to or in relation to a share in the

company.

69L. A person who fails to comply with section

69D, 69E or 69F is guilty of an offence.

Penalty: One thousand dollars. Default penalty: Two hundred dollars.

69M. In any proceedings under section 69H,

69L or 69N a person shall, in the absence of proof to the contrary, be presumed to have been aware at a particular time of a fact or occurrence of which a •servant or agent having duties or acting in relation to a relevant interest, or relevant interests, of his master or principal in a share or shares in the •company concerned was aware at the time.

69N. (1) Where a person (in this section referred to as "the substantial shareholder") is, or at any time after the date on which this Division came into operation has been, a substantial share­ holder in a company and has failed to comply with section 69D, 69E or 69F, the Court may, on the application of the Commission, whether or not that failure still continues, make one or more of the following orders, but not so as to affect the exercise, by a person who in good faith and without notice of that failure has for value bought shares in which the substantial shareholder has had a relevant interest, of any right acquired by that person as a

result of having so bought those shares :—

(a) an order restraining the substantial share­ holder from disposing of any interest in shares in the company in which he is or has been a substantial shareholder;

<b) an order restraining a person who is, or is entitled to be registered as, the holder of shares referred to in paragraph (a) of this subsection from disposing of any interest in

those shares; (c)

(c)	an order restraining the exercise of any voting or other rights attached to any share in the company in which the substantial shareholder has or has had a relevant interest;
(d)	an order directing the company not to make payment, or to defer making payment, of any sum due from the company in respect of any share in which the substantial shareholder has or has had a relevant interest;
(e)	an order directing the sale of all or any of the shares in the company in which the substantial shareholder has or has had a relevant interest;
(f)	an order directing the company not to register the transfer or transmission of specified shares;
(g)	an order that any exercise of the voting or other rights attached to specified shares in the company in which the substantial share­ holder has or has had a relevant interest be disregarded;
(h)	for the purposes of securing compliance with any other order made under this section, an

order directing the company or any other

person to do or refrain from doing a
specified act.

(2) Any order under this section may include such ancillary or consequential provisions as the Court thinks just.

(3)

(3) An order under this section directing the sale of a share may provide that the sale shall be made within such time and subject to such conditions, if any, as the Court thinks fit, including, if the Court thinks fit, a condition that the sale shall not be made to a person who is, or, as a result of the sale, would become, a substantial shareholder in the company.

(4) The Court may direct that, where a share is not sold in accordance with an order of the Court under this section, the share shall vest in the Commission.

(5) The Court shall, before making an order under this section and in determining the terms of such an order, satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person.

(6) The Court shall not make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied—

(a)	that the failure of the substantial share­ holder to comply as mentioned in subsection (1) of this section was due to his inadvert­ ence or mistake and that the failure ought to be excused; or
(b)	on any other grounds, the failure ought to be excused.
(7) The Court may, before making an

order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both.

(8) The Court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order.

( 9 )

(9) Section three hundred and eleveii applies in relation to a share that vests in the' Commission under this section as section three hun dred and eleven applies in relation to an estate or interest in property referred to in section three hun­ dred and eleven.

(10) A person shall not contravene or fail to comply with an order under this section that is applicable to him.

Penalty: One thousand dollars. Default penalty: Two hundred dollars.

(11) Where an offence under subsection (10) of this section is committed by a corporation, an officer of the corporation who is in default is guilty of the same offence.

Penalty : One thousand dollars. Default penalty : Two hundred dollars.

(12) Subsections (10) and (11) of this section do not affect the powers of the Court in relation to the punishment of contempts of the Court.

(e) by omitting section one hundred and twenty-six and by inserting in lieu thereof the following section :—

126. (1) A company shall keep a register show­ ing with respect to each director of the company (other than a director that is its holding company) particulars of—

(a)	shares in the company or in a related cor­
poration being shares in which the director has a relevant interest and the extent of that interest;
(b)	debentures of, or participatory interests made available by, the company or a related corporation in which the director has a relevant interest and the extent of that interest;

(c)

(c)	rights or options of the director or of the director and another person or other persons in respect of the acquisition or disposal of shares in, debentures of, or participatory interests made available by, the company or a related corporation; and
(d)	contracts to which the director is a party or under which he is entitled to a benefit being contracts under which a person has a right to call for or to make delivery of shares in, debentures of, or participatory interests made available by, the company or a related corporation.

(2) A company need not show in its register with respect to a director particulars of shares in a related corporation that is the wholly- owned subsidiary of the company or of another corporation.

(3) A company that is a wholly-owned subsidiary of another company shall be deemed to have complied with this section in relation to a director who is a director of that other company if the particulars required by this section to be shown in the register of the first-mentioned company with respect to the director are shown in the register of the second-mentioned company.

(4) For the purposes of subsections (2) and (3) of this section, a company is a wholly-

owned subsidiary of another company if none of

the members of the first-mentioned company is a

person other than—

(a) the second-mentioned company;

(b) a nominee of the second-mentioned

company;

(c)

(c)	a subsidiary of the second-mentioned com­ pany being a subsidiary none of the members of which is a person other than the second-mentioned company or a nominee of the second-mentioned company; or
(d)	a nominee of such a subsidiary.

(5) A company shall, within seven days after receiving notice from a director under para­ graph (a) of subsection (1) of section one hundred and twenty-seven, enter in its register in relation to the director the particulars referred to in subsection (1) of this section including the number and description of shares, debentures, participatory interests, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contracts entered into after he became a director—

(a) the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this section; and

(b) the date of—

(i)   the agreement for the transaction or, if it is later, the completion of the transaction; or

(ii) where there was no transaction, the

occurrence of the event by reason of

which an entry is required to be
made under this section.

(6) A company shall, within three days after receiving a notice from a director under para­ graph (b) of subsection (1) of section one hundred and twenty-seven, enter in its register the particulars of the change referred to in the notice.

(7)

(7) A company is not, by reason of any­ thing done under this section, to be taken for any purpose to have notice of, or to be upon inquiry as to, the right of a person to, or in relation to, a share in, debenture of, or participatory interest made available by, the company.

(8) A company shall, subject to this sec­ tion, keep its register at the registered office of the company and the register shall be open for inspec­ tion by a member of the company without charge and by any other person on payment for each inspection of a sum of fifty cents or such lesser sum as the company requires.

(9) A person may request a company to furnish him with a copy of its register or any part of its register on payment in advance of a sum of twenty cents or such lesser sum as the company requires for every one hundred words or fractional part of one hundred words required to be copied and the company shall send the copy to that person within twenty-one days, or such longer period as the Commission thinks fit, after the day on which the request is received by the company.

( 1 0 ) The Commission may, at any time,

in writing require a company to furnish it with a copy of its register or any part of its register and the company shall furnish the copy within seven

received by the company. days after the day on which the requirement is ( 1 1 ) A company shall produce its register

at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.

( 1 2 )

P 63469—27

(12) It is a defence to a prosecution for failing to comply with subsection (1) or (5) of this section in respect of particulars relating to a director if the defendant proves that the failure was due to the failure of the director to comply with section one hundred and twenty-seven with respect to those particulars.

(13) In this section a reference to a participatory interest is a reference to an interest within the meaning of section seventy-six.

(14) In determining, for the purposes of this section, whether a person has a relevant interest in a debenture or participatory interest, the pro­ visions of section 6A (paragraphs (a) and (c) of subsection (1) excepted) have effect and, in apply­ ing those provisions, a reference to a share shall be read as a reference to a debenture or participatory interest.

(15) If default is made in complying with this section, the company and every officer of the company who is in default, shall be guilty of an offence against this Act.

Penalty : One thousand dollars. Default penalty.

(f) by omitting section one hundred and twenty-seven

and by inserting in lieu thereof the following 127. (1) A director of a company shall give	section :—
notice in writing to the company—

(a) unless the director is the holding company of the company, of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary

for

for the purposes of compliance by the first-mentioned company with the provisions of section one hundred and twenty-six;

(b)	of particulars of any change in respect of the particulars referred to in paragraph (a) of this subsection of which notice has been given to the company including the con­ sideration (if any) received as a result of the event giving rise to the change;
(c)	of such events and matters affecting or relat­ ing to himself as are necessary for the pur­ poses of compliance by the company with any of the provisions of section one hun­ dred and thirty-four, section one hundred and eighty-four (as in force immediately before the commencement of paragraph (i) of section three of the Companies (Amend­ ment) Act, 1 9 7 1 ) , Part V I B or the Tenth Schedule that are applicable in relation to him; and
(d)	if he is a director of a public company or of a subsidiary of a public company, of the date when he attained, or will attain, the age of seventy-two years.

Penalty : One thousand dollars. Default penalty : Two hundred dollars.

( 2 ) A person required to give a notice

under subsection ( 1 ) of this section shall give the

notice—

(a) in the case of a notice under paragraph (a) of that subsection with respect to a share, debenture, participatory interest, right, option or contract, within fourteen days after—

(i)   the commencement of paragraph (f) of section three of the Com­

panies (Amendment) Act, 1 9 7 1 ;

(ii)

(ii)   the date on which the director became a director; or

(iii)   as the case may require, the date on which the director became aware that he had a relevant interest in the share, debenture or participatory interest, or the date on which he became aware that he had acquired the right or option, or the date on which he entered into the contract,

whichever last occurs;

(b)	in the case of a notice under paragraph (b) of that subsection, within fourteen days after that person becomes aware of the occurrence of the event giving rise to the change referred to in that paragraph; and
(c)	in the case of a notice under paragraph (d) of that subsection, within fourteen days after—

(i)   the commencement of paragraph (f) of section three of the Com­ panies (Amendment) Act, 1971; or

(ii)   the date on which the director became a director,

whichever last occurs.

Penalty : One thousand dollars. Default penalty :

Two hundred dollars.

(3) A company shall, within seven days after the receipt by it of a notice given under sub­ section (1) of this section, send a copy of the notice to each of the other directors of the company.

Penalty :  One thousand dollars. Default

penalty : Two hundred dollars.

(4)

(4) In any proceedings under this section,: a person shall, in the absence of proof to the con­ trary, be presumed to have been aware at a par­ ticular time of a fact or occurrence of which his servant or agent was aware at that time if the servant or agent at that time had duties, or acted, in relation to—

(a)	a share, debenture or participatory interest in which, at that time, his master or prin­ cipal had a relevant interest;
(b)	a right or option in favour of his master or principal; or
(c)	a contract to which his master or principal was, at that time, a party.

(5) In this section a reference to a par­ ticipatory interest is a reference to an interest within the meaning of section seventy-six.

(6) In determining, for the purposes of this section, whether a person has a relevant interest in a debenture or participatory interest, the provi­ sions of section 6A (paragraphs (a) and (c) of sub­ section ( 1 ) excepted) have effect and, in applying those provisions, a reference to a share shall be read as a reference to a debenture or participatory interest.

(g) by inserting in subsection two of section one hundred and twenty-nine after the word "eighty- four" the words "(as in force immediately before the commencement of paragraph (i) of section three of the Companies (Amendment) Act,

1 9 7 1 ) " .

(h)

(h) by inserting immediately before Part VII the following new Par t :—

PART VIB.

TAKE-OVERS.

180A. (1) This section has effect for the purposes of this Part and of the Tenth Schedule.

(2) Except to the extent that the contrary

intention appears—

"company" means a company as defined by subsection (1) of section five and includes a body corporate incorporated in the State that has a share capital;

"dispatch" includes communicate by any means

whatsoever;

"invitation" means statement, however expressed, that is not an offer but expressly or impliedly invites a holder of shares to offer to dispose of shares or a holder of a right, being a right to acquire a share or interest in a share under an option, to dispose of the right;

"invitor" means—

(a)	person who dispatches, or proposes to dispatch, an invitation, whether he dispatches or proposes to dispatch the invitation himself or by an agent; or
(b)	two or more persons who together dispatch, or propose to dispatch, an

invitation,

invitation, whether they dispatch, or propose to dispatch, the invitation themselves or by an agent;

"offeree", in relation to an invitation, means holder of shares to which the invitation relates;

"offeree company" means—

(a)	in relation to a take-over offer that is constituted by an offer to which subsection ( 1 ) of section 180c applies—a company for the acquisi­ tion of shares in which that offer has been, or is proposed to be, dispatched;
(b)	in relation to a take-over offer that is constituted by an invitation—a company in relation to shares in which that invitation has been, or is proposed to be, dispatched; and
(c)	in relation to a take-over scheme—a company shares in which are proposed to be acquired under the scheme;

"offeror" means—

(a)	person who dispatches, or proposes to dispatch, an offer to acquire
shares, whether he dispatches, or
proposes to dispatch, the offer him­ self or by an agent; or
(b)	two or more persons who together dispatch, or propose to dispatch, an offer to acquire shares, whether they dispatch, or propose to dispatch, the offer themselves or by an agent,

and includes an invitor;

"Part

"Part A statement" means statement in writing that complies with the requirements of Part A of the Tenth Schedule;

"Part B statement" means statement in writing that complies with the requirements of Part B of the Tenth Schedule;

"stock exchange" means prescribed stock

exchange;
"take-over offer" means—

(a)	offer to which subsection (1) of section 180c applies; or
(b)	invitation to which subsection (3) of that section applies;

"take-over scheme" means take-over scheme as
referred to in subsection (4) of this section.

(3) In relation to a company the whole or a portion of the share capital of which consists of stock, a reference to a number of shares includes a reference, in relation to an amount of stock, to a number of shares equal to the number of shares from which that amount of stock was converted.

(4) Where an offeror has dispatched, or proposes to dispatch, two or more take-over offers that relate to shares in a company and the same period is specified in those take-over offers as the period during which those shares are proposed to be

acquired, those take-over offers together constitute a take-over scheme and each of those take-over

offers is a take-over offer under that scheme.

(5) The shares in a company to which a

person is entitled include—

fa) shares in which that person has a relevant

interest; and

(b)

(b) shares in which an associate of that person has a relevant interest.

(6) A reference in paragraph (b) of subsection (5) of this section to an associate of a person is a reference to—

(a)	a corporation that, by virtue of subsection (5) of section six, is deemed to be related to that person;
(b)	a person in accordance with whose direc­ tions the first-mentioned person is accus­ tomed or is under an obligation, whether formal or informal, to act in relation to shares in the company referred to in sub­ section (5) of this section;
(c)	a person who is accustomed or is under an obligation, whether formal or informal, to act in accordance with the directions of the first-mentioned person in relation to shares in that company;
(d)	a body corporate that is, or the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions of that person in relation to shares in that company;
(e)	a body corporate in accordance with the directions of which, or of the directors of

which, that person is accustomed or is under

an obligation, whether formal or informal, to act in relation to shares in that company; or

(f) a person who is associated with the first- mentioned person as provided by subsection (7) of this section.

(7)

(7) For the purposes of paragraph (f) of subsection (6) of this section, a person is associated with another person—

(a) if—

(i)   he has an agreement, arrangement or undertaking, whether formal or informal and whether expressed or implied, with that other person; and

(ii)   he or that other person may, by reason of that agreement, arrange­ ment or undertaking, exercise, directly or indirectly control the exercise of, or influence the exercise of, the voting power attached to a share in the company referred to in subsection (5) of this section; or

(b) if he is associated, whether formally or informally, with that other person in rela­ tion to the proposed acquisition by that other person of shares in that company otherwise than solely as a holder of shares in that company.

(8) For the purposes of subparagraph (ii) of paragraph (a) of subsection (7) of this section, it is immaterial that the power of a person to exercise, control the exercise of or influence the exercise of voting power is in any way qualified.

( 9 ) An offer to acquire a right to acquire

a share or an interest in a share under an option
shall be deemed to be an offer to acquire a share.

(10) A reference to a person who holds shares includes a reference to a person who holds a right to acquire a share or an interest in a share under an option.

( I D

( 1 1 ) A reference to a person associated

with an offeror or an invitor is—

(a)	a reference to a corporation that, by virtue of subsection (5) of section six, is deemed to be related to the offeror or invitor;
(b)	in relation to an offer or invitation relating to shares in a company, a reference to a person—

(i)   who is under an obligation, whether formal or informal, to act in accord­ ance with the directions of, or with the authority of, the offeror or invitor;

(ii)   who is under an obligation, whether formal or informal, to act in accord­ ance with the directions of, or with the authority of, a person in accord­ ance with whose directions or under whose authority the offeror or invitor is under an obligation, whether formal or informal, to act in relation to the offer or invitation;

(iii)   who has an agreement, arrangement or undertaking, whether formal or informal, and whether express or implied with the offeror or invitor by reason of which he or the offeror or invitor may exercise, or directly

or indirectly control the exercise of,
the voting power attached to a share in the company; or
(iv)	in accordance with whose directions, or under whose authority, the offeror or invitor is under an obliga­ tion, whether formal or informal, to act in relation to the offer or invita­ tion ; or

<c)

(c) a reference to a person who is associated, whether formally or informally, with the offeror or invitor in relation to an offer or invitation relating to shares in a company made or proposed to be made by the offeror or invitor.

(12) For the purposes of subsection (11) of this section, where two or more persons consti­ tute an offeror or an invitor a person is associated with the offeror or invitor if he is associated with any of those persons.

180B. (1) The application of this Part extends to and in relation to all natural persons, whether resident in the State or in Australia or not and whether Australian citizens or not, and to all bodies corporate and unincorporate, whether incorporated or carrying on business in the State or in Australia or not, and extends to acts done or omitted to be done outside the State, whether in Australia or not.

(2) Nothing in subsection (1) of this section extends the definition of "company" in sub­ section (2) of section 180A so as to include a body corporate that is not incorporated in the State.

180c. (1) Subject to subsection (2) of this

section, a person, or two or more persons together,

shall not dispatch an offer to acquire shares in a

company unless—

(a) the offer is in writing that—

(i)   specifies the number and other par­ ticulars of the shares in the company proposed to be acquired during a period specified in the offer;

(«)

(ii)   specifies the terms of that offer and of all other offers dispatched, or to be dispatched, in respect of shares referred to in subparagraph (i) of this paragraph;

(iii)   specifies the number and other par­ ticulars of the shares in the company to which that person, or any of those persons, was entitled immediately before the offer was dispatched;

(iv)   sets out how and by what date the obligations of the offeror are to be satisfied;

(v)   sets out all other particulars of the offer, including terms that this Part requires to be terms;

(vi)   bears a date which is not more than three days before the date on which the offer is dispatched; and

(vii)   is accompanied by a copy of the statement referred to in sub­ paragraph (i) of paragraph (b) of this subsection and, if the offeree company has given to the offeror a Part B statement, a copy of that statement;

(b) the offeror has, not earlier than twenty-eight days and not later than fourteen days before the offer is dispatched, given to the offeree company—

(i)   a Part A statement relating to that offer that is signed, where the offeror is a natural person or

includes

includes one or more natural per­ sons, by that person or by each of those persons and, where the offeror is or includes one or more corpora­ tions, by not less than two directors of the corporation, or by two direc­ tors of each of those corporations, authorised so to sign pursuant to a resolution passed at a meeting of the directors, or in the case of a corpora­ tion that has only one director, by that director; and

(ii)  in respect of each report referred to in paragraph (e) of clause 2 of Part A of the Tenth Schedule that is set out in the Part A statement referred to in subparagraph (i) of this para­ graph, a notice in writing signed by the person or persons by whom the report is made to the effect that the person consents, or that each of those persons consents, to the inclu­ sion of the report in the statement in the form and context in which it is included; and

(c)	the offeror has, before the offer is dis­ patched, lodged with the Commission a copy of the Part A statement given under paragraph (b) of this subsection.
(2) Subsection (1) of this section does

not apply to—

(a) an offer to acquire voting shares in a com­ pany if the number derived from the for­ mula set out in section 180D calculated as at the time immediately before the offer is dispatched is less than fifteen;

(b)

(b) an offer to acquire shares in a company (not being an offer that is dispatched at the same time as another offer to acquire shares in the company is dispatched) if—

(i)   the offeror has not or, where two or more persons constitute the offeror, none of those persons has; and

(ii)   no person associated with the offeror has,

dispatched offers to acquire shares in the company, or an invitation or invitations relating to the acquisition of shares in the company, to more than three members of the company within the period of four months immediately preceding the dispatch of the first-mentioned offer;

(c) an offer to acquire shares in a company that are not voting shares, unless the offeror proposes to acquire—

(i)   all the shares in the company that are not voting shares; or

(ii)   all the shares, not being voting shares, included in a class of shares in the company,

other than shares to which the offeror, or,	where two or more persons constitute the
offeror, any of those persons, is entitled immediately before the offer is dispatched;

(d) an offer to acquire shares in a company that does not have more than fifteen mem­ bers ; or

(e)

(e) an offer to acquire shares in a proprietary company that has more than fifteen mem­ bers if the members of the company have consented in writing to the provisions of this Part not applying to or with respect to the offer.

(3) A person, or two or more persons together, shall not dispatch an invitation relating to shares in a company unless—

(a) the invitation is in writing that—

#	(i) specifies the maximum number and other particulars of the shares in the company proposed to be acquired during a period specified in the invitation;
(ii) specifies the terms upon which the shares referred to in subparagraph (i) of this paragraph are proposed to be acquired;

(iii)  specifies the number and other par­ ticulars of the shares in the com­ pany to which that person or any of those persons was entitled imme­ diately before the invitation was dispatched;

(iv)   bears a date that is not more than three days before the invitation is

dispatched; and

(v)   is accompanied by a copy of the statement referred to in subpara­ graph (i) of paragraph (b) of this subsection and, if the offeree com­ pany has given to the invitor a Part B statement, by a copy of that state­ ment;

(b)

(b) the invitor has, not earlier than twenty-eight days and not later than fourteen days before the invitation is dispatched, given to the offeree company—

(i)   a Part A statement relating to that invitation that is signed, where the invitor is a natural person or includes one or more natural persons, by that person or by each of those persons and, where the invitor is or includes one or more corporations, by not less than two directors of the corporation, or by two directors of each of those cor­ porations, authorised so to sign pursuant to a resolution passed at a meeting of the directors, or in the case of a corporation that has only one director, by that director; and

(ii)   in respect of each report referred to in paragraph (e) of clause 2 of Part A of the Tenth Schedule that is set out in the Part A statement, a notice in writing signed by the person or persons by whom the report is made to the effect that the person consents or that each of those persons con­ sents to the inclusion of the report

context in which it is included; in the statement in the form and

(c) the invitor has, before the invitation is dispatched, lodged with the Commission a copy of the Part A statement given under paragraph (b) of this subsection;

(d)

(d)	the invitor includes in the invitation, or dispatches with the invitation, a statement setting out how and by what date the obliga­ tions of the invitor arising from his acceptance of an offer made by an offeree are to be satisfied; and
(e)	the invitor includes in the invitation, or dispatches with the invitation, a statement setting out all other particulars of the invitation, including the matters that have effect under section 180F.

(4) Any of the following persons, that is

to say—

(a)	an invitor who has dispatched an invitation relating to shares in a company;
(b)	a person associated with such an invitor; or
(c)	where two or more persons constitute such an invitor—any of those persons,

shall not, during the period specified in the invitation or during the period of four months after the invitation is dispatched, whichever is the longer, acquire for valuable consideration (other­ wise than in pursuance of a take-over offer or in the ordinary course of trading at an official meeting of

a stock exchange), a share in the company if the number derived from the formula set out in section

180D, calculated as at the time immediately before

the acquisition of the share, is fifteen or more.

(5) The person who records the minute
of a resolution referred to in subparagraph (i) of
paragraph (b) of subsection (1) or (3) of this

section

section shall record in the minute the name of any director who is absent from the meeting when the resolution is passed, the name of any director who votes against the resolution and the name of any director who is present when the resolution is passed and abstains from voting on the resolution.

(6) In subsections (3) and (4) of this

section "invitation" does not include—

(a)	an invitation relating to voting shares in a company if the number derived from the formula set out in section 180D, calculated as at the time immediately before the invitation is dispatched, is less than fifteen;
(b)	an invitation relating to shares in a company (not being an invitation that is made to more than three people or that is dispatched at the same time as another invitation relating to shares in the company is dispatched) if—

(i)   the invitor has not, or, where two or more persons constitute the invitor. none of those persons has; and

(ii)   no person associated with the invitor has,

the company or an invitation or invitations	dispatched offers to acquire shares in
relating to the acquisition of shares in the company to more than three members of the company within the period of four months immediately preceding the dispatch of the first-mentioned invitation;

(c)

(c) an invitation relating to shares in a company that are not voting shares unless the invitor proposes to acquire—

(i)   all the shares in the company that are not voting shares; or

(ii)   all the shares, not being voting shares, included in a class of shares in the company,

other than shares to which the invitor or, where two or more persons constitute the invitor, any of those persons, is entitled immediately before the invitation is dispatched; or

(d) an invitation relating to shares in a company that does not have more than fifteen members.

(7) In this section, "offer" does not include an offer made at an official meeting of a stock exchange in the ordinary course of trading on the stock exchange.

(8) For the purposes of this section— an invitation relating to the acquisition of shares in a company that is dispatched otherwise than to a person or persons

(a)

named in the invitation shall be deemed
to be dispatched to more than three members of the company; and
(b)	an offer or invitation that is dispatched within three days before or within three days after another offer or invitation is dispatched shall be deemed to be dispatched at the same time as that other offer or invitation.

180D.

180D. (1) For the purposes of section 180c the

100 (A + B)

formula is the formula , where—

C

(a) A is a number equal to the maximum number of votes that might be exercised at a general meeting of the company in respect of the voting shares in the company to which the offeror is entitled or, where two or more persons constitute the offeror, the aggregate of the number of—

(i)   voting shares in the company to which each of those persons is entitled; and

(ii)   if one or more of those persons is entitled to voting shares in the com­ pany with another person, those shares;

(b) B is a number equal to the maximum number of votes that might be exercised at a general meeting of the company in respect of—

(i)   voting shares in the company, not being voting shares referred to in paragraph (a) of this subsection, in respect of which the offeror or a person associated with the offeror (or, where two or more persons constitute the offeror, any of those persons) has, during the preceding

period of four months dispatched

offers (being offers that have not been withdrawn) or proposes to dispatch offers during the ensuing period of four months; and

(ii)   voting shares in the company, not being voting shares referred to in subparagraph (i) of this paragraph, that the offeror or a person

associated

associated with the offeror (or, where two or more persons con­ stitute the offeror, any of those persons) might acquire for valuable consideration (otherwise than in the ordinary course of trading at an offi­ cial meeting of a stock exchange) as the result of an invitation or invitations made by any of those persons during the preceding period of four months or as the result of an invitation or invitations proposed to be made by any of those persons during the ensuing period of four months; and

(c) C is a number equal to the maximum number of votes that might be exercised at a general meeting of the company in respect of all the voting shares in the company.

(2) For the purposes of paragraph (a) of

subsection (1) of this section, a voting share—

(a)	that a person referred to in that paragraph has a right to acquire; or
(b)	a relevant interest in which a person so referred to has a right to acquire,

shall be deemed to be a voting share to which that

person is entitled.

(3) For the purposes of paragraph (b)

of subsection (1) of this section, votes that might

be exercised in respect of voting shares to which the offeror, or, where two or more persons constitute the offeror, any of those persons, is entitled shall be disregarded.

(4) For the purposes of this section,
voting shares shall be deemed to be held by such
person or persons and in such manner as would

enable

enable the greatest number of votes to be exercised at a general meeting of the company in respect of them.

180E. (1) The following subsections of this section have effect in respect of a take-over offer that is constituted by an offer.

(2) It shall be a term of the take-over offer that it will, unless withdrawn, remain open during a period ending on a specified date, being a date that is not less than one month after the date that the take-over offer bears.

(3) The take-over offer shall not be conditional upon the offeree approving or consent­ ing to a payment or other benefit being made or given to a director of the offeree company, or of a corporation that is deemed by virtue of subsection (5) of section six to be related to the offeree company, as compensation for loss of office or as consideration for or in connection with his retirement from office.

(4) If a take-over offer under a take­ over scheme is withdrawn, a contract arising from the acceptance of any other take-over offer under the take-over scheme is voidable at the option of the offeree by notice in writing given to the offeror not later than one month after the first-mentioned take-over offer is withdrawn.

(5) Where a take-over offer is subject to

a condition in relation to which section 180N	applies, the offer shall specify a date, being a date
that is not less than seven days before the end of the period during which the offer remains open, for the publication of the notice referred to in subsection (3) of that section.
180F. (1) The following subsections of this section have effect in respect of a take-over offer that is constituted by an invitation.

( 2 )

(2) The invitation shall be expressed to remain open until a specified date, being a date that is not less than one month after the date that the invitation bears.

(3) The invitor shall not indicate or imply, whether by statement in the invitation or in any other manner, that an offer made by an offeree will not be accepted by the invitor unless the offeree approves or consents to a payment or other benefit being made or given to a director of the offeree company, or of a corporation that is deemed by virtue of subsection (5) of section six to be related to the offeree company, as compensation for loss of office or as consideration for or in connection with his retirement from office.

(4) The invitor shall not—

(a)	indicate or imply, whether by statement in the invitation or in any other manner, that the order in which offers made by offerees are dispatched or received may have an effect in relation to the determination of the offers that will be accepted;
(b)	accept an offer to dispose of shares made in consequence of the invitation before the expiration of the period during which the invitation is expressed, pursuant to subsec­ tion (2) of this section, to remain open; or

(c) accept an offer or offers made in consequence of the invitation in such a manner as to be unfair to persons who so made offers.

(5) If the invitor accepts an offer for the reason only that it was received before another offer, he shall, unless he satisfies the Court that he had reasonable grounds for doing so, be deemed, for the purposes of paragraph (c) of subsection

(4)

(4) of this section, to have accepted that offer in such a manner as to be unfair to other persons who made offers in consequence of the invitation.

180G. (1) Where an offeree company receives a Part A statement given under section 180c, the company shall—

(a)	not later than fourteen days after receipt of the statement, give to the offeror; or
(b)	not later than fourteen days after the first take-over offer, or the invitation, to which the statement relates, as the case may be, is dispatched, give to each holder of shares to which the statement refers,

a Part B statement signed by all the directors of the company or by not less than two directors of the company authorised to sign it pursuant to a resolution passed at a meeting of the directors or, in the case of a corporation that has only one director, by that director.

(2) The Part B statement may contain such information in addition to that referred to in Part B of the Tenth Schedule as the directors of the offeree company think fit.

(3) The offeree company shall, forthwith after giving a Part B statement under subsection (1) of this section, lodge with the Commission—

(a) a copy of the statement; and

(b) where the statement is not signed by all the directors of the company, a copy of the reso­ lution passed at a meeting of the directors authorising the signing of the statement and a statement showing the names of the direc­ tors who were present at the meeting at which the resolution was agreed to and the names of any directors who voted against the resolution.

180H.

18OH. (1) Where a take-over offer has been dispatched, the offeror shall—

(a)	on the day on which the take-over offer is dispatched, give notice in writing to the offeree company that the offer has been dis­ patched and of the date that it bears; and
(b)	on the same day or, if the office of the Com­ mission is not open on that day, on the next day on which that office is open, lodge with the Commission a copy of the notice.

(2) Subsection (1) of this section does not apply where the requirements of that subsection have already been complied with in respect of another take-over offer under the take-over scheme.

180J. (1) Where—

(a)	there is, in a statement that purports to be a Part A statement given under section 180c, matter that is false in a material particular or materially misleading in the form and context in which it appears; or
(b)	there is an omission of material matter from such a statement,

a person to whom this section applies is, subject to this section, guilty of an offence against this Act.

Penalty : Two thousand dollars or imprisonment for one year, or both.

(2) A person to whom this section

applies is, in the circumstances referred to in sub­ section (1) of this section, whether he has been convicted of an offence under that subsection or not, liable, subject to this section, to pay compen­ sation to a person who accepts a take-over offer on the faith of the contents of the statement for any loss or damage sustained by reason of the false or misleading matter or by reason of the omission.

( 3 )

(3) The persons to whom this section

applies are—

(a) the offeror;

(b) where the offeror is or includes a corpora­ tion, a person who was a director of that corporation at the time the statement was given, not being—

(i)   a director who was not present at the meeting at which the resolution authorising the signing of the state­ ment was agreed to;

(ii)   a director who voted against that resolution; or

(iii)   a director who abstains from voting on the resolution; and

(c) subject to subsection (4) of this section, a person a notice of whose consent to the inclusion in the statement of a report made by him has been given to the offeree com­ pany under paragraph (b) of subsection (1), or under paragraph (b) of subsection (3), of section 180c.

(4) A person referred to in paragraph (c) of subsection (3) of this section is guilty of an offence under subsection ( 1 ) of this section, and liable to pay compensation under subsection (2) of this section, only in respect of false or misleading

matter in the report referred to in that paragraph
or an omission of material matter from that report.

(5) It is a defence to a prosecution of a person for an offence under subsection ( 1 ) of this section if the person proves—

(a) that, when the statement was given, he—

(i)   believed on reasonable grounds that the false matter was true;

(ii)

(ii)   believed on reasonable grounds that the misleading matter was not misleading;

(hi) in the case of an omission, believed on reasonable grounds that no material matter had been omitted; or

(iv)   in the case of an omission, did not know that the omitted matter was material; and

(b) that—

(i)   on the date of the information or summons, he so believed or did not so know; or

(ii)   before that date, he ceased so to believe or came to know that the omitted matter was material, and forthwith gave reasonable public notice containing such matters as were necessary to correct the false or misleading statement or the omission.

(6) It is a defence to an action under sub­

section (2) of this section if the defendant proves—

(a) any matter referred to in paragraph (a) of

subsection (5) of this section; and

(b) that—

(i)   when the plaintiff accepted the take­ over offer, the defendant believed as mentioned in subparagraph (i), (ii) or (hi) of paragraph (a) of subsection (5) of this section or did not know that the omitted matter was material; or

(ii)

(ii)   before the plaintiff accepted the; take-over offer, the defendant ceased so to believe or came to know that the omitted matter was material, and forthwith gave reasonable public notice containing such matters as were necessary to correct the false or misleading statement or the omission.

(7) In this section, a reference to a state­ ment includes a reference to a statement as modified by modifications referred to in subsection (6) of section 180L.

(8) Nothing in this section affects any

cause of action existing apart from this section.

180K. Where, at the time when a take-over offer is made to a person or at any time during the period during which the offer is open, another person is, or is entitled to be registered as, the holder of shares to which the offer relates, then, except in so far as the offer otherwise provides—

(a) a corresponding take-over offer shall be deemed to have been made to that other per­ son in respect of those shares; and

(b) a corresponding take-over offer shall be deemed to have been made to the first- mentioned person in respect of any other shares to which the offer relates.

180L. (1) An offeror may not vary a take-over offer except in accordance with this section.

( 2 )

(2) An offeror may vary a take-over offer that is constituted by an offer by doing one or more of the following in relation to the whole or a part of the consideration that is offered for the shares proposed to be acquired :—

(a)	where a cash sum is so offered—by increas­ ing the amount of that sum;
(b)	where shares are so offered—by increasing the number of those shares;
(c)	where stock is so offered—by increasing the amount of that stock;
(d)	where debentures are so offered—by increasing the rate of interest payable under those debentures;
(e)	where debentures are so offered—by increas­ ing the amount of those debentures;
(f)	where an option to acquire unissued shares is so offered—by varying the option by increasing the number of unissued shares that may be acquired under that option.

(3) An offeror may vary a take-over offer by extending the period during which it remains open and, where an offeror so varies a take-over offer that contains a condition in relation to which section 180N applies, he may correspondingly vary the date specified for the publication of the notice referred to in subsection (3) of that section.

(4) Where the consideration that is

offered for the shares proposed to be acquired under

a take-over offer is varied under subsection (2) of this section, each person whose shares are acquired before or after the variation under a like take-over offer (that is to say, a take-over offer that, disregard­ ing the person who is the offeree and the number of shares to which the offer relates, is the same as the first-mentioned take-over offer) is entitled to receive consideration as varied accordingly.

(5)

(5) Where an offeror varies a take-over offer, he shall forthwith give to the offeree com­ pany, to the offeree and to each other offeree to whom a like take-over offer within the meaning of subsection (4) of this section has been made a notice in writing in accordance with subsection (6) of this section and shall forthwith lodge with the Commission a copy of the notice.

(6) The notice shall set out in an appro­ priate form particulars of such modifications of the Part A statement given under section 180c as are necessary having regard to the variation.

1 80M. (1) While a take-over offer under a take­ over scheme remains open—

(a) the offeror;

(b)	where the offeror is or includes a corpora­ tion, a corporation that, by virtue of sub­ section (5) of section six is deemed to be related to the first-mentioned corporation;
(c)	a person who has an agreement, arrange­ ment or undertaking whether formal or informal and whether express or implied with the offeror by reason of which he or the offeror may exercise, or directly or indirectly control the exercise of, the voting power attached to a share in the company to which the take-over scheme relates; or

(d) a person in accordance with whose direc­ tions, or under whose authority, the offeror is under an obligation, whether formal or informal, to act in relation to the take-over scheme,

shall not, except in pursuance of a variation made in accordance with section 180L, give, offer to give or agree to give to a person whose shares may be

acquired

acquired under the take-over scheme any benefit (whether by payment of cash or otherwise) not pro­ vided for in the particulars of the take-over scheme as set out in the Part A statement given in respect of the take-over scheme under section 180c.

(2) For the purposes of this section, where two or more persons constitute an offeror, a reference in subsection (1) of this section to the offeror shall be read as a reference to each of those persons.

(3) Nothing in this section prevents the acquisition of shares in a company at an official meeting of a stock exchange in the ordinary course of trading on the stock exchange.

18ON. (1) Where two or more take-over offers that, disregarding the persons who are the offerees and the number of shares to which the offers relate, are the same are subject to a particular condition, the offeror may not declare any of the take-over offers to be free from the condition unless it is a term of each offer that he may do so not less than seven days before the end of the period during which it is open.

(2) If the offeror declares one of the
offers to be free from the condition, he shall forth­

with declare the other offers to be free from the

condition and shall forthwith cause to be published
a notice—
(a)	stating that the offers are free from the condition; and

(b) specifying—

(i)   the proportion that the number of shares to which, to his knowledge, he is entitled at the time of lodging

the

the notice for publication bears to the number of issued shares in the company; or

(ii)  if offers were made in respect of shares included in one or more classes of shares—the proportion that the number of shares included in that class or in each of those classes to which he is so entitled bears to the number of issued shares included in that class, or in each of those classes, as the case may be.

(3) The offeror shall, whether or not he has caused a notice to be published under subsection (2) of this section, cause to be published, on the date specified in the take-over offer in accordance with subsection (5) of section 180E, a notice—

(a)	stating whether the offeror has declared the offers to be free from the condition; or
(b)	stating whether, to his knowledge, the con­ dition was, at the time of lodging the notice for publication, fulfilled or not.

(4) Where a notice under subsection (3) of this section states that the offeror has declared the offers to be free from the condition or that the condition has been fulfilled, the notice shall also specify—

(a)	the proportion that the number of shares to which, to his knowledge, he is entitled at the	time of lodging the notice for publication
bears to the number of issued shares in the
company; or
(b)	if offers were made in respect of shares included in one or more classes of shares— the proportion that the number of shares included in that class or in each of those classes to which he is so entitled bears

to

P 63469—28

to the number of issued shares included in that class, or in each of those classes, as the case may be.

(5) A notice under subsection (2) or (3) of this section shall be published in a newspaper circulating generally in the State and, if shares in the offeree company are listed for quotation on the official list of a stock exchange in another State or in a Territory of the Commonwealth and that news­ paper does not circulate generally in that State or Territory, in a newspaper that does so circulate.

(6) On the first day on which a notice under subsection (2) or (3) of this section is lodged for publication, the offeror shall send, by telegraph, a message to the effect of the notice to each stock exchange on the official list of which shares in the offeree company are listed for quotation.

(7) Where by this section an offeror is required to cause a notice to be published and, due to circumstances beyond the control of the offeror, the notice is not published in accordance with that requirement, the requirement shall be deemed to have been complied with if the offeror—

(a)	did all things that would, but for those circumstances, have resulted in publication of the notice in accordance with that requirement; and
(b) causes the notice to be published on the first

practicable date after those circumstances

cease to exist.

(8) Where a condition referred to in sub­ section (1) of this section has not been fulfilled and a notice has not been published as required by sub­ section (3) of this section, all contracts formed by the acceptance of take-over offers under the take­ over scheme are void.

1 8 0 P .

180P . Notwithstanding anything in the articles of a company, or in the document by which a company is constituted, the directors of the company are entitled to have refunded to them by the company any expenses reasonably incurred by them in the interest of the members of the company in relation to a take-over scheme involving the acquisition of shares in the company.

180Q. ( 1 ) A person who does not intend to make an offer in the nature of a take-over offer shall not give notice or publicly announce that he intends to make a take-over offer or an offer in the nature of a take-over offer whether under this Act or otherwise.

(2) Persons who do not intend to make an offer in the nature of a take-over offer shall not give notice or publicly announce that they intend to make together a take-over offer or an offer in the nature of a take-over offer whether under this Act or otherwise.

(3) A person shall not make a take-over offer or an offer in the nature of a take-over offer, or give notice or publicly announce that he intends to make such an offer, if he has no reasonable or probable grounds for believing—

(a) that he will be able to perform his obliga­

(b) in the case of a take-over offer, or an offer tions if the offer is accepted; or in the nature of a take-over offer, that is constituted by an invitation—that he will be able to perform his obligations if he accepts some or all of the offers that may be made to him in consequence of the invitation.

f4)

(4) Persons shall not together make a take-over offer or an offer in the nature of a take­ over offer, or give notice or publicly announce that they intend to make together such an offer, if they have no reasonable or probable grounds for believing—

(a)	that they will be able to perform their obligations if the offer is accepted; or
(b)	in the case of a take-over offer, or an offer in the nature of a take-over offer, that is constituted by an invitation—that they will be able to perform their obligations if they accept some or all of the offers that may be made to them in consequence of the invitation.

180R. (1) Where two or more take-over offers that constitute a take-over scheme have been made, the Court may, on the application of the Commis­ sion or of the offeree company, where the Court is satisfied that a provision of this Part has not been complied with, make such orders as it thinks neces­ sary or expedient to protect the rights of a person affected by the take-over scheme, including, but without limiting the generality of the foregoing, one or more of the following orders :—

(a)	an order restraining the registration of
transfers of shares in the offeree company;
(b)	an order restraining the disposal of any interest in shares in the offeree company;
(c)	an order cancelling a contract, arrangement or offer relating to the take-over scheme;
(d)	an order declaring a contract, arrangement or offer relating to the take-over scheme to be voidable; and

(e)

(e) for the purpose of securing compliance with any other order under this section, an order directing a person to do or refrain from doing a specified act.

(2) A person shall not contravene or fail to comply with an order under subsection (1) of this section that is applicable to him.

(3) Subsection (2) of this section does not affect the powers of the Court in relation to the punishment of contempts of the Court.

180s. (1) Where a person has failed to comply < with a provision of this Part and the Court is ' satisfied that the non-compliance was due to • inadvertence, mistake or circumstances beyond his; control and that the failure ought to be excused, or is satisfied on any other grounds that the failure ought to be excused, the Court may, on the application of an interested person, make such order as it thinks fit declaring any act or matter not to be invalid by reason of the failure to comply and declaring any act or matter to have force or effect as if there had been no such failure.

(hi) by omitting from paragraph (c) of the same subsection the words "not exceeding in any particular case two thousand dollars";

(iv)   by omitting from the same paragraph the words "the commencement of the winding up" and by inserting in lieu thereof the words "the

relevant date" ;

(v) by omitting paragraph (d) of the same sub­ section and by inserting in lieu thereof the

following paragraph :—

(d) sixthly, all amounts due on or before the relevant date to or in respect of an employee of the company (whether remunerated by way of salary, wages, commission or otherwise) by virtue of—

(a) a contract of employment; or

(b )

(b) a law of the Commonwealth, or of a State, or of a Territory of the Commonwealth,

relating to long service leave, extended leave, annual leave, recreation leave or sick leave;

(vi)   by omitting from paragraph (e) of the same subsection the words "date of the commence­ ment of the winding u p " wherever occurring and by inserting in lieu thereof the words

"relevant date" ;

(vii)   by omitting from the same paragraph the word "mining." and by inserting in lieu thereof the following words :—

mining; and

(f) eighthly, any amount that, pursuant to an order under subsection (2) of section one hundred and seventy-nine, or under section 5DB of the Securities Industry Act, 1970, the company was, at the relevant date, under an obligation to pay.

(viii) by inserting next after the same subsection the

following new subsection :—

(1A) Where, after the relevant date, an order is made under section one hundred and seventy-nine of this Act or under section 5DB of the Securities Industry Act, 1970, against a company that is being wound up, the winding up shall, for the purposes of subsection (1) of this section, be deemed to have commenced,

and

and the assets and liabilities of the company shall, for those purposes, be deemed to be those existing, immediately after the making of the order.

(ix)   by omitting from subsection two of the same section the words "The debts in each class specified in subsection (1) of this section" and by inserting in lieu thereof the words "After provision is made for the costs and expenses referred to in paragraph (a) of subsection (1) of this section, the debts of a class referred to in a paragraph of that subsection, paragraph (a) excepted,";

(x)   by omitting from subsection three of the same section the words "to any employee of" and by inserting in lieu thereof the word "by";

(xi)   by omitting from the same subsection the words "wages salary annual leave or long service leave out of money advanced by a person" and by inserting in lieu thereof the following words :—

wages or salary or by virtue of—

(a) a contract of employment; or

(b) the law of the Commonwealth, or of a State, or of a Territory of the Commonwealth,

relating to long service leave, extended leave, annual leave, recreation leave or sick leave and the payment was made out of money advanced by a person;

( « i )

(xii)   by omitting from the same subsection the word "employee" where secondly and thirdly occurring and by inserting in lieu thereof the words "person who received the payment";

(xiii)   by inserting next after subsection ten of the same section the following new subsection : —

(11) In this section—

(a) "floating charge" includes a charge conferring a floating security at the time of its creation which has become a fixed or specific charge; and

(b) "the relevant date" means—

(i)   in the case of a company ordered to be wound up by the Court which has not previously commenced to be wound up voluntarily—the date of the winding up order; and

(ii)   in any other case—the date of

the commencement of the

winding up.

(p) by omitting from subsection one of section two hundred and ninety-three the words "transfer, mortgage" and by inserting in lieu thereof the words "conveyance, transfer, charge";

(q) by inserting in subsection four of section two hundred and ninety-five after the word "shares" the words "in the company";

( r )

(r) (i) by omitting from subsection one of section three hundred and six the words "either himself to prosecute the offender or" ;

(ii)    by omitting from subsection four of the same section the words ", if he thinks expedient,";

(iii)   by inserting in the same subsection after the word "offender" the words "and for that purpose the Minister shall be deemed to have given his written consent to the proceedings being taken by the liquidator";

(iv)    by omitting subsection six of the same section and by inserting in lieu thereof the following subsections : —•

(6) If, where any matter is reported or referred to the Commission under this section, the Commission is of the opinion that an offence may have been committed and that the case is one in which a prosecution ought to be instituted, the Commission may institute a prosecution accordingly.

(6A) Where the Commission has formed the opinion referred to in subsection (6) of this section the Commission may, by notice in writing given before or after ihe institution of

a prosecution in accordance with that subsec­ tion, require an officer of the company to

which the matter reported or referred to the Commission relates (not being an officer who is or, in the opinion of the Commission, is likely to be, a defendant in the proceedings) to give all assistance in connection with the prosecution or proposed prosecution that he is reasonably able to give.

(v)

(v)   by omitting subsection seven of the same section and by inserting in lieu thereof the following subsection : —

(7) For the purposes of subsection (6A) of this section "officer" in relation to a company means officer as defined in subsection (1) of section five and includes—

(a)	a person who has at any time been an officer, as so defined; and
(b)	a person who acts or has at any time acted as banker, solicitor, auditor or in any other capacity for the company

(vi)   by omitting subsection eight of the same section and by inserting in lieu thereof the following subsections: —

(8) Where a person to whom a notice has been given under subsection (6A) of this section fails to comply with a requirement specified in the notice the Court may, on the application of the Commission, direct that person to comply with the requirement.

(8A) Where an application is made under subsection (8) of this section with respect to a liquidator the Court may, unless it appears that the failure to comply was due to the liquidator not having in his hands sufficient assets of the company to enable him so to do,

be borne by the liquidator personally. direct that the costs of the application shall

(s) by omitting from subsection (1A) of section three hundred and ten the word "eleven" and by inserting in lieu thereof the word "thirteen";

( 2 )

(2 ) A person who, immediately before the

commencement of paragraph (e) of subsection one of this section, was an official liquidator appointed under the Prin­ cipal Act shall be deemed to be an official liquidator appointed under subsection one of section two hundred and thirty-one of that Act, as amended by that paragraph, and a security given by such a liquidator under the Principal Act shall be deemed to have been given by him under subsection two of that section of that Act, as so amended.

(3 ) Notwithstanding the amendments made by subsection one of this section, where the winding up of a company commenced before the commencement of a provi­ sion of that subsection, the winding up shall continue after that commencement as if that provision had not been enacted.

(4) The amendment made by paragraph (s) of sub­ section one of this section shall be deemed to have taken effect on the first day of June, one thousand nine hundred and seventy-one.

21. The Principal Act is further amended by omitting paragraph (a ) of subsection five of section three hundred and forty-eight and by inserting in lieu thereof the following paragraph :—

(a) which is an unlimited private company under the law of the United Kingdom relating to companies and is exempt under that law from lodging accounts with the Registrar of Companies holding office under that law.

22.       The Principal Act is further amended—

(a) by omitting from the matter relating to Division 1 of Part XII in section three the words "Enforcement of Act" and by inserting in lieu thereof the word "Proceedings"';

(b)

(b)	by omitting from the heading to Part XII the words-
"Enforcement of Act" and by inserting in lieu
thereof the word "Proceedings";

(c) (i) by inserting next after subsection two of section three hundred and sixty-two the following new subsection : —

(2A) Where a liquidator of a company has- been appointed, a document may be served on the company by leaving it at, or by sending it by post to, the last address of the office of the liquidator notice of which has been lodged with the Commission.

(ii)   by inserting at the end of the same section the following new subsection : —

(4) The situation of the registered office of a company shall be deemed to be the address notified under subsection one of sec­ tion one hundred and twelve or, where notice of change of address has been given under subsection (1A) of that section, the address specified in that notice from the date specified in that notice as the date on which the change of address occurs.

(d)	by omitting section three hundred and sixty-four and by inserting in lieu thereof the following section :—
364. (1 ) Where a person has been shown in the register of members of a company as a member of the company for a period of not less than ten years
and the company has for a period of not less than ten years—

(a) had reasonable grounds for believing that that person had not during that last- mentioned period resided at the address shown in the register as his address; and

(b)

(b) had, on each occasion during that last- mentioned period when, whether or not in accordance with a provision of this Act, it sought to communicate with that person, been unable after the exercise of reasonable diligence so to do,

the company may cause an advertisement to be published in a daily newspaper circulating in the place shown in the register of members as the address of the shareholder stating that the company intends after the expiration of one month from the date of the advertisement to apply to the Treasurer for permission to transfer to the Treasurer the shares held by the shareholder in the company and any rights to subscribe for shares held in right of those shares.

(2) If after the expiration of one month from the date of the advertisement, the whereabouts of the shareholder remain unknown, the company may apply to the Treasurer for permission to transfer to the Treasurer the shares held by the shareholder in the company and any rights to subscribe for shares held in right of those shares.

(3 ) The application shall be accompanied by a statutory declaration by a director or secretary or manager of the company in the prescribed form and a copy of the advertisement referred to in

subsection (1) of this section.

(4) Where the Treasurer grants permission for the shares and rights (if any) to be transferred, the company may transfer the shares and any rights to the Treasurer and for that purpose may execute for and on behalf of the shareholder a transfer of the shares and rights (if any) to the Treasurer.

( 5 )

(5) The Treasurer shall sell or dispose of any shares or rights transferred to him under subsection (4) of this section or any shares or other property received by him in exchange for any shares or rights so transferred in such manner and at such time as he thinks fit and shall deal with the proceeds of the sale as if they were moneys paid to him pursuant to the provisions of the Unclaimed Moneys Act, 1917.

(6 ) The Treasurer shall not be liable for any loss or damage suffered by any person arising out of the transfer, sale or disposal of any shares,, rights or other property under this section or a corresponding previous enactment.

(7 ) The Treasurer shall not be subject to-

any obligation—

(a ) to pay any call;

(b) to make any contribution to the debts and liabilities of the company; or

(c) to discharge any other liability,

in respect of any shares transferred to him under this section, whether the obligation arises before or after the date of the transfer, and shall not be liable to be sued for any calls or contribution or other liability, but this subsection does not affect the right of any company to forfeit any share upon

which any call or contribution remains unpaid or	any liability undischarged.
(8) A reference in this section to any period of not less than ten years is a reference to a period that commenced before or after the com­ mencement of paragraph (d) of section twenty-two of the Companies Amendment) Act, 1971.

( e )

(e) by omitting paragraph (a) of subsection four of section three hundred and seventy-four and by inserting in lieu thereof the following paragraph :—

(a)	where the shares to which the offer relates are shares of a class which are quoted on a prescribed stock exchange in a State or a Territory of the Commonwealth, and the offer so states, specifying the stock exchange;
(f)	by inserting next after section three hundred and seventy-eight the following new section :—

378A. (1) If, in the State, a person does an act or omits to do an act and that person would, if he had done that act, or had omitted to do that act, in another State or in a Territory of the Common­ wealth, have been guilty of an offence against the law of that State or Territory that corresponds to a provision of this Act, that person is guilty of an offence against that provision of this Act.

(2) Where an act or omission constitutes an offence both under this Act and under the law of another State or of a Territory of the Common­ wealth and the offender has been punished for the

punished in respect of the offence against this Act. offence under that law, he is not liable to be

23.       (1) Where a proprietary company that has only one

director was incorporated before the commencement of para­ graph (c) of section fifteen of this Act, the amendment made by subparagraph (i) of that paragraph shall be deemed

not

not to take effect in respect of that company until it has two> directors or until the expiration of the period of six months- next succeeding that commencement, whichever first occurs.

(2 ) A person who is the sole director of a company that, before the commencement of paragraph (c) of section fifteen of this Act, was not required to have more than one director may, until the company has two directors or until the expiration of six months after that commencement, which­ ever last occurs, exercise a duty or perform a function required under the Principal Act, as amended by this Act, to be exercised or performed by directors notwithstanding, that the Principal Act, as so amended, requires that duty or function to be exercised or performed by two or more directors.

24. Where a proprietary company was incorporated before the commencement of subparagraph (i) of paragraph (a ) of section seventeen of this Act, the amendment made by that paragraph shall be deemed not to take effect in respect of that company until the expiration of the period of six months, next succeeding that commencement.

25.       ( 1 ) Notwithstanding the provisions of section one

this Act, the directors of a company incorporated before the hundred and sixty-six of the Principal Act, as amended by	commencement of paragraph (h) of subsection one of section
six of this Act that does not have an auditor oi auditors at that commencement shall, within three months after that commencement, appoint (unless the company at a general' meeting has appointed) a person or persons or a firm as- auditor or auditors of the company.

( 2 )

(2) If a director referred to in subsection one of this •section fails to take all reasonable steps to comply with or secure compliance with that subsection, he shall be guilty of .an offence against this Act.

Penalty : One hundred dollars. Default penalty : Ten

dollars.

(3) An auditor of a company appointed under sub­ section one of this section shall, for the purposes of and subject to the Principal Act, as amended by this Act, be •deemed to have been appointed under subsection one of section one hundred and sixty-six of that Act, as so amended.

(4) Notwithstanding subsection one of this section, an exempt proprietary company incorporated before the commencement of paragraph (h) of subsection one of section six of this Act is not required to appoint a person or persons or a firm as auditor or auditors of the company within the period of three months next succeeding that commencement af—

(a) before the expiration of that period all the members of the company have agreed that it is not necessary for the company to appoint an auditor; and

(b)	if the company is an unlimited company, no member of the company is, at the expiration of that period, a person other than a natural person or an exempt proprietary company that is an unlimited company or a corporation that, under the law of another State or of a Territory of the Common­ wealth, is an exempt proprietary company that is an unlimited company.
I	( 5 )

(5 ) Where a company does not, pursuant to subsec­ tion four of this section appoint an auditor, the secretary of the company shall record a minute to that effect in the book containing the minutes of proceedings of general meetings- of the company.

(6) Subject to this section, the provisions of Division 3 of Part VI of the Principal Act, as amended by this Act, apply to and in relation to an exempt proprietary company.

(7) Notwithstanding the Eighth Schedule to the Principal Act, as amended by this Act, a company that, during the whole of the financial year to which the return relates was an exempt proprietary company that was not an unlimited company is not required to include with its annual return a balance sheet or profit and loss account which has, pursuant to subsection three of section six of this Act, been prepared in accordance with Division 1 of, and the Ninth Schedule to, Part VI of the Principal Act as in force immediately before the commencement of section six of this- Act.

26. The Public Accountants Registration Act, 1945, is amended—

(a) by inserting next after the definition of "Chairman" in section two the following new definition :—

"Court" has the same meaning as in the Companies Act, 1961.

( b )

(b)	by omitting subsections three and four of section twenty-three and by inserting in lieu thereof the following subsections : —
(3) Where a registered public accountant fails to comply with subsection one or two of this section, the Board may remove his name from the register.

(3A) Where the name of a registered public accountant is removed from the register under sub­ section three of this section, the removal shall be deemed to have taken effect as on and from the prescribed day next preceding the removal.

(c) (i) by omitting from subsection seven of section twenty-five the words "district court" where firstly and secondly occurring and by inserting in lieu thereof the word "Court";

(ii)   by omitting from the same subsection the words "district court to which the appeal is made" and by inserting in lieu thereof the word "Court";

(d) (i) by omitting from subsection one of section

inserting in lieu thereof the words "the Court"; twenty-six the words "a district court" and by

(ii) by omitting subsection two of the same section;

(iii)   by omitting subsection three of the same section.

27. The Companies (Transfer of Domicile) Act, 1968, is amended—•

(a) by omitting section nineteen and by inserting in lieu thereof the following section :—

19. The directors of a company registered pur­ suant to this Act shall comply with section 161B of the Companies Act within twelve months after the registration of the company pursuant to this Act.

(b) by omitting section twenty.

28.      (1 ) The Business Names Act, 1962, is amended—

(a)	by omitting from subsection one of section thirteen the word "him" and by inserting in lieu thereof the words "the Commission";
(b)	by omitting from subsection two of section twenty- one the words "together with his initials";

(c) by inserting next after subsection two of section twenty-two the following new subsection :—

(3) The Commission may, on receiving the prescribed fee, issue to a person an uncertified reproduction or transparency or extract from a document or transparency forming part of the register.

(2)

(2 ) The amendments made by paragraphs (a) and (b) of subsection one of this section shall be deemed to have taken effect on the first day of June, one thousand nine hundred and seventy-one.

29. (1 ) The Securities Industry Act, 1970, is amended— (a) (i) by omitting from the definition of "exempt dealer" in subsection one of section four the word "Governor" and by inserting in lieu thereof the word "Commission";

(ii)   by inserting at the end of the same section the following new subsection :—

(4) Where in, or at the foot of, a section or part of a section of this Act there appears the expression "Default penalty" it shall indi­ cate that a person who is convicted of an offence against this Act in relation to that section or part shall be guilty of a further offence against this Act if the offence continues after he is so convicted and liable to an addi­ tional penalty for each day during which the offence continues of not more than the amount expressed in the section or part as the amount of the default penalty or, if an amount is not so expressed, of not more than twenty dollars.

(b)

(i) by omitting subsection seven of section 5 D ;

(ii)	by omitting subsection eight of the same section;
(iii)	by omitting subsection nine of the same section;

(c)

(c) by inserting next after the same section the following new sections : —

5DA. (1) In this section—

"inspector" means inspector appointed under subsection two of this section;

"investigation" means investigation made

under this section by an inspector;

"prescribed person" means person suspected or believed by an inspector, on reasonable grounds, to be capable of giving informa­ tion concerning any matter to be investigated by the inspector pursuant to this section.

(2 ) Notwithstanding anything in section

5D of this Act, the Minister may, where it appears

to him to be in the public interest so to do, by

instrument in writing—

(a) appoint a person as an inspector to investi­ gate any matters concerning trading or dealing in securities and to report thereon in such manner as the Minister directs; and

(b) revoke any such appointment,

and any such investigation shall be deemed to be

a legal proceeding within the meaning of Part IV	of the Evidence Act, 1898.
(3 ) The Minister shall, in an instrument appointing an inspector, specify full particulars of the appointment including—
(a)	the matters into which the investigation is to be made; and

(b)

(b) the terms and conditions of the appointment including terms and conditions relating to remuneration.

(4) An inspector may require a prescribed person by notice in the prescribed form given in the prescribed manner—

(a)	to produce to the inspector such books relat­ ing to a matter to which his investigation relates as are in the custody or under the control of that person;
(b)	to give to the inspector all reasonable assis­ tance in connection with the investigation; and
(c)	to appear before the inspector for

examination on oath,

and may administer the oath referred to in
paragraph (c) of this subsection.

(5) Where books are produced to an inspector under this section the inspector may take possession of the books for such period as he considers necessary for the purposes of his investiga­ tion and during that period he shall permit a person who would be entitled to inspect any one or more of those books if they were not in the possession of the inspector to inspect at all reasonable times such

to inspect. of those books as that person would be so entitled (6) A prescribed person shall not—

(a) refuse or fail to comply with a requirement of an inspector under subsection four of this section to the extent to which he is able to comply with it ;

P 63469—35 ( b )

(b)	in purported compliance with such a requirement knowingly furnish information that is false or misleading in a material particular; or
(c)	when appearing before an inspector for
examination in pursuance of such a

requirement—

(i)   make a statement that is false 01 misleading in a material particular; or

(ii) refuse or fail to take an oath.

Penalty : One thousand dollars.

(7) A duly qualified legal practitioner

acting for a prescribed person—

(a)	may attend an examination of that person; and
(b)	may, to the extent that the inspector permits—

(i) address the inspector; and

(ii) examine that person,

in relation to matters in respect of which

the inspector has questioned him.

inspector on the ground that the answer might tend

from answering a question put to him by an (8) A prescribed person is not excused

to incriminate him but, where that person claims, before answering the question, that the answer might tend to incriminate him, neither the question nor the answer is admissible in evidence against him in criminal proceedings other than proceedings under subsection six of this section or in relation to a charge of perjury in respect of the answer.

(9)

(9) A person who complies with the requirement of an inspector under subsection four of this section shall not incur any liability to any person by reason only of that compliance.

(10) A person required to attend for examination under this section is entitled to such allowances and expenses as are from time to time prescribed for the purposes of subsection five of section one hundred and seventy-four of the Companies Act, 1961.

(11) Where a prescribed person fails to comply with a requirement of an inspector to the extent to which he is able to comply with it, the inspector may, unless that person proves that he had a lawful excuse for his failure, certify the failure by writing under his hand to the Court.

(12) Where an inspector gives a certificate under subsection eleven of this section the Court may inquire into the case and—

(a)	order the prescribed person to whom the certificate relates to comply with the require­ ment of the inspector within such period as is fixed by the Court; or
(b)	if the Court is satisfied that that person failed without lawful excuse to comply with the requirement of the inspector, punish him
in the same manner as if he had been guilty of contempt of the Court.

(13) The provisions of sections one

hundred and seventy-six, one hundred and seventy- seven, one hundred and seventy-eight (subsections

one,

one, two, three and ten excepted) and three hundred and sixty-seven of the Companies Act, 1961, apply with such modifications as may be necessary to and in respect of an inspector appointed under this section, the investigation made by him and an examination made by him in the course of that investigation and to and in respect of his report and, without limiting the generality of the foregoing shall so apply as if—

(a)	the inspector were an inspector appointed under Part V I A of that Act;
(b)	the investigation, examination and report were an investigation, examination and report under that Part of that Act;
(c)	a reference in those sections to an officer of a company were a reference to a prescribed person;
(d)	a reference in those sections to affairs of a company were a reference to matters required to be investigated by the inspector;
(e)	a reference in those sections to subsection one of section one hundred and seventy-four were a reference to subsection six of this section; and
(f)	the words ", affairs of which were investi­ gated by the inspector," had been omitted from subsection nine of section one hundred
5DB. (1) Subject to this section, the expenses of and incidental to an investigation by an inspector appointed under section 5DA of this Act (including the expenses incurred and payable by the Minister in any proceedings brought by him in the name of a company) shall be paid out of moneys provided by Parliament.	and seventy-eight of that Act.

(2)

(2) An application referred to in subsec­ tion three of this section may be made to a court by or on behalf of the Minister—

(a)	in the course of proceedings in that court instituted by the Minister in the name of a company under subsection nine of section one hundred and seventy-eight of the Companies Act, 1961, as applied by subsection thirteen of section 5DA of this Act; or
(b)	upon, or within fourteen days after, a convic­ tion by the court in proceedings certified by the Minister, for the purposes of the applica­ tion, to have been instituted as a result of an investigation by an inspector appointed under section 5DA of this Act,

and the court may make such order with respect to the application and its subject-matter as it thinks fit.

(3) The application that may be made under subsection two of this section is an application for one or more of the following orders :—

(a) that a specified person pay the whole, or a specified part of, the expenses of and incidental to the investigation that led to the proceedings;

(b)	where expenses have been paid under subsection one of this section, that a specified person reimburse the Crown to the extent of the payment;
(c)	that a specified person reimburse the Crown in respect of the remuneration of any servant of the Crown concerned with the investigation.

5DC.

5DC. (1) A person who—

(a)	conceals, destroys, mutilates or alters a book relating to a matter the subject of investiga­ tion by an inspector under section 5DA of this Act ; or
(b)	sends, causes to be sent or conspires with another person to send, out of the State such a book,

is guilty of an offence against this Act. Penalty : Four thousand dollars or imprisonment

for two years.

(2) It is a defence to a prosecution under subsection one of this section to prove that the person charged did not act with intent to defeat the purposes of section 5DA of this Act or to delay or obstruct the carrying out of an investigation under that section.

5DD. (1) Where an investigation is being made under section 5DA of this Act and it appears to the Minister that facts concerning securities to which the investigation relates cannot be ascertained because a prescribed person referred to in that section has failed or refused to comply with a requirement of an inspector under that section, the Minister may, by order published in the Gazette, make one or more of the following orders :—

(a)	an order restraining a specified person from
disposing of any interest in specified
securities;
(b)	an order restraining a specified person from acquiring specified securities;
(c)	an order restraining the exercise of any voting or other rights attached to specified securities;

(d )

(d)	an order directing a person who is registered as the holder of securities in respect of which an order under this section is in force to give notice in writing of that order to any person whom he knows to be entitled to exercise a right to vote attached to those shares;
(e)	an order directing a company not to make payment, except in the course of winding up, of any sum due from the company in respect of specified securities;
(f)	an order directing a company not to register the transfer or transmission of specified securities;
(g)	an order directing a company not to issue shares to a person who holds shares in the company by reason of his holding shares in the company nor in pursuance of an offer made to such a person by reason of his holding shares in the company.

(2 ) A copy of an order under subsection one of this section and of any order by which it is rescinded, revoked, altered or varied shall be served—

(a)	where it relates to specified securities, on the	authority or body that issued them or made
them available or, where the securities are
rights or options, on the authority or body against whom the right is, or would be, enforceable, or that issued or made avail­ able, or will issue or make available, the securities to which the option relates; and
(b)	where it relates to a corporation, on the corporation.

( 3 )

(3) Where an order made under subsec­ tion one of this section is in force, a person aggrieved by the order may apply to the Court for revocation of the order and the Court may, if it is satisfied that it is reasonable to do so, revoke the order and any order by which it has been altered or varied.

(4) A person who contravenes or fails to comply with an order under subsection one of this section is guilty of an offence against this Act.

Penalty : One thousand dollars. Default penalty : Two hundred dollars.

(5) Where an offence under subsection four of this section is committed by a corporation, an officer of the corporation who is in default is guilty of an offence against this Act.

Penalty : One thousand dollars. Default penalty : Two hundred dollars.

(6 ) A prosecution under this section shall not be instituted without the consent in writing of the Minister.

(2) Where an inspector was, before the commence­

ment of this section, appointed under subsection seven of

section 5D of the Securities Industry Act, 1970, to investigate
any matters concerning trading or dealing in securities and

the investigation was not completed before that commence­ ment, sections 5DA, 5DB, 5DC and 5DD of that Act, as amended by this section, apply to and in relation to the inspec­ tor and the investigation and related matters as if the inspector had, under section 5DA of that Act, as so amended, been appointed after that commencement to investigate those matters.

(3)

(3 ) Where, before the commencement of this section, an act, matter or thing had been done, or had arisen, in the course of an investigation by an inspector appointed under subsection seven of section 5D of the Securities Industry Act, 1970, to make the investigation, the act, matter or thing shall, if the investigation had not been completed before that commencement, have the same status, operation and effect in relation to the completion of the investigation after that commencement as it would have if it were done or had arisen after that commencement.

(4) Without affecting the generality of subsection three of this section, an order, application, examination, deposition, writ, summons, proceeding, record, note or report made, effected, issued, taken or given in relation to an investi­ gation by an inspector appointed under subsection seven of section 5D of the Securities Industry Act, 1970, to make the investigation shall, if the investigation had not been completed before that commencement, have the same status, operation and effect in relation to the completion of the investigation as it would have if it were made, effected, issued, taken or given after that commencement.

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