HL Deb 11 July 1927 vol 68 cc313-7

Order of the Day for the Third Reading read.

THE LORD CHANCELLOR (VISCOUNT CAVE)

My Lords, your Lordships will see that there are some Amendments on the Paper. Some of them are drafting Amendments, and others are Amendments to give effect to the promises which I made on the Report stage. There is also one other Amendment—namely, an Amendment by Lord Younger of Leckie. I beg to move that the Bill be now read 3a.

Moved, That the Bill be now read 3a.—(The Lord Chancellor.)

On Question, Bill read 3a.

Clause 4:

Index of members of company.

4.—(1) Every company having more than fifty members shall keep an index of the names of the members of the company and shall, within fourteen days after the date on which any alteration is made in the register of the members, make any necessary alteration in the index.

THE LORD CHANCELLOR moved, after the first "shall" in subsection (1), to insert "unless the register of members is in such a form as to constitute in itself an index." The noble and learned Viscount said: My Lords, this Amendment is little more than formal. The Bill provides that a company shall keep not only a register of members but also an index. The effect of the Amendment is to make it clear that a company which already keeps its register of members in alphabetical order, so as to constitute in itself an index, need not go to the unnecessary expense and labour of drawing up a separate index.

Amendment moved— Page 3, line 10, after ("shall") insert ("unless the register of members is in such a form as to constitute in itself an index").—(The Lord Chancellor.)

On Question, Amendment agreed to.

Clause 26 [Giving of professional advice not to constitute person a director of a company]:

THE LORD CHANCELLOR

My Amendments to this clause are drafting.

Amendments moved—

Page 22, transpose Clause 26 to follow Clause 86.

Page 22, line 12, leave out the second ("the") and insert ("a")

Page 22, line 14, leave out ("the").—(The Lord Chancellor.)

On Question, Amendments agreed to.

Clause 34 [Amendment of s. 89 of principal Act]:

THE LORD CHANCELLOR

This Amendment is drafting.

Amendment moved— Page 29, line 37, leave out ("who").—(The Lord Chancellor.)

On Question, Amendment agreed to.

Clause 36:

Form of balance sheet.

36.—(1) Every balance sheet of a company shall contain a summary of the share capital of the company, its liabilities and its assets, together with such particulars as are necessary to disclose the general nature of the liabilities and the assets of the company, and to explain how the values of the fixed assets have been arrived at.

(2) There shall be stated under separate headings in the balance sheet— (b) if it is shown as a separate item in or is otherwise ascertainable from the books or papers of the company, the present amount of the goodwill as so shown or ascertained.

THE LORD CHANCELLOR moved, in subsection (2) (b), to leave out "or papers." The noble and learned Viscount said: My Lords, the clause provides that the good will of a company shall be stated under a separate heading in the balance sheet where it is ascertainable from the books or papers of the company. It was thought that it was too much to expect a company to go through all its papers for many years back for this purpose and I have therefore tried to find a way out. My proposal is that we should say that the present amount of the good will should be shown in the balance sheet if it is ascertainable from the books of the company "or from any contract for the sale or purchase of any property to be acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the conveyance of any such property." I think that is a fair compromise.

Amendment moved— Page 32, line 41, leave out ("or papers").—(The Lord Chancellor.)

On Question, Amendment agreed to.

Amendment moved— Page 32, line 42, after ("company") insert ("or from any contract for the sale or purchase of any property to be acquired by the company, or from any documents in the possession of the company relating to the stamp duty payable in respect of any such contract or the conveyance of any such property").—(The Lord Chancellor.)

On Question, Amendment agreed to.

Amendment moved— Page 33, line 8, leave out ("due") and insert ("owing").—(The Lord Chancellor.)

On Question, Amendment agreed to.

Clause 43:

Amendment of s. 104 of principal Act.

(3) Where any debentures which have been redeemed before the date of the commencement of this Act are re-issued subsequently to that date, the re-issue of the debentures shall not prejudice any right or priority which any person would, if this section had not passed, have had under or by virtue of any mortgage or charge created between the date of the redemption of the debentures and the date of the commencement of this Act.

VISCOUNT YOUNGER OF LECKIE moved, in subsection (3), to leave out "between the date of the redemption of the debentures and," and to insert "before." The noble Viscount said: My Lords, this Amendment is intended to protect the priority of banks and others who may have given loans to a company before the passing of the Act. There are many of these unsatisfied now. It is only loans which are given after the passing of the Act in which the priority is protected in the Bill. I understand that the Lord Chancellor will accept the Amendment.

Amendment moved— Page 41, lines 25 and 26, leave out ("between the date of the redemption of the debentures and") and insert ("before").—(Viscount Younger of Leckie.)

On Question, Amendment agreed to.

Clause 73 [Provisions as to liability of directors, etc.]:

Amendment moved— Page 71, line 19, after ("and") insert ("forthwith").—(The Lord Chancellor.)

On Question, Amendment agreed to.

Clause 75 [Statement as to remuneration of directors to be furnished to shareholders]:

THE LORD CHANCELLOR moved to add to subsection (1):— Provided always that it shall be sufficient to state the total aggregate of all sums paid to or other emoluments received by all the directors in each year without specifying the amount received by any individual.

The noble and learned Viscount said: My Lords, this is merely a transposition.

Amendment moved— Page 73, line 4, at end insert the said proviso.—(The Lord Chancellor.)

On Question, Amendment agreed to.

Amendment moved— Page 73, leave out lines 12 to 15.—(The Lord Chancellor.)

On Question, Amendment agreed to.

Clause 78 [Companies, etc., disqualified for acting as liquidator, auditor or receiver of a company]:

Amendment moved— Page 74, line 9, leave out ("appointed so to act") and insert ("acting under an appointment made").—(The Lord Chancellor.)

On Question, Amendment agreed to.

Clause 86:

Restrictions on offering of shares for sale or for subscription.

86.—(1) It shall not be lawful for any person to go from house to house offering shares for subscription or purchase to the public or any member of the public. House" in this section means "private residence.

THE LORD CHANCELLOR moved to omit from subsection (1), the words "'House' in this section means 'private residence,'" and insert "In this subsection the expression 'house' shall not include an office used for business purposes." The noble and learned Viscount said: My Lords, this Amendment is to leave out words which were inserted on the Report stage—"'House' in this section means 'private residence.'" Your Lordships will remember that this is a clause which forbids house-to-house hawking of shares, and one of your Lordships—I think Lord Halsbury—said that the clause as drafted would prevent dealers in shares going to offices for the purpose of selling shares, and that it was not desirable to interfere with that practice. I agreed and accepted his Amendment that "house" should mean "private residence," but on reflection I think that goes too far, because under it a hawker could go to a small shop, from small shop to house, and from house to shop again, and the whole clause might be evaded. I propose, therefore, to omit the words inserted on Report and to insert the words I have moved. I think that effects the object which my noble friend had in mind, and will interfere less with the operation of the clause.

Amendment moved— Page 78, leave out line 38 and insert: ("In this subsection the expression 'house' shall not include an office used for business purposes").—(The Lord Chancellor.)

On Question, Amendment agreed to.

THE LORD CHANCELLOR moved to insert the following new clause after Clause 87:—

Saving for privileged communications.

". Where proceedings are instituted under this Act against, any person by the Director of Public Prosecutions, nothing in this Act shall be taken to require any person who has acted as solicitor for the defendant to disclose any privileged communication made to him in that capacity."

The noble and learned Viscount said: My Lords, this new clause is proposed to fulfil a promise I gave on Report.

Amendment moved— Page 81, line 27, insert the said new clause.—(The Lord Chancellor.)

On Question, Amendment agreed to.

CLAUSE 98 [Application to Scotland of certain provisions]:

Amendment moved—

Page 86, line 25, at end insert the following new subsection:— (5) In the application to Scotland of subsection (9) of Section one hundred and nine of the principal Act as amended by Section forty-three of this Act, and in Section eighty-eight of this Act, references to a prosecution or to proceedings instituted by the Director of Public Prosecutions shall be construed as references to a prosecution or proceedings by or on behalf of the Lord Advocate").—(The Lord Chancellor.)

On Question, Amendment agreed to.

Privilege Amendments agreed to.

Bill passed, and sent to the Commons.