HL Deb 27 March 1980 vol 407 cc1177-82

315 Schedule 3, page 104, line 36, leave out from "following" to end of line 47 and insert"subsections—

(3) For the purposes of this section an offer of shares in or debentures of a private company or an invitation to subscribe for such shares or debentures shall, if it is of any of the following descriptions—

  1. (a) an offer or invitation made to any member of a relevant class;
  2. (b) an offer or invitation to subscribe for shares or debentures to be held under an employees' share scheme;
  3. (c) an offer or invitation falling within paragraph (a) or (b) above and made on terms which permit the person to whom the offer or invitation is made to renounce his right to the allotment of shares or issue of debentures, but only in favour of a member of a relevant class or, where there is an employees' share scheme, of a person entitled to hold shares or debentures under the scheme;
be regarded, unless the contrary is proved, as being a domestic concern of the person or persons making and receiving the offer or invitation.

(4) In this section— employees' share scheme" has the same meaning as in the Companies Act 1980; family" means, in relation to a person, that person's husband or wife, widow or widower and children (including step-children) and their descendants and any trustee (acting in his capacity as such) of a trust the principal beneficiary of which is that person or any of those relatives; and member of a relevant class" means an existing member of the company making the offer or invitation, or an existing employee of that company, or a member of the family of such a member or employee, or an existing debenture holder.

316 Schedule 3, page 104, line 36, after the words last inserted, insert—

"11A. In section 56(2) (application of share premium account in paying up bonus shares, etc.) for the word "issued" there shall be substituted the word "allotted".

317 Schedule 3, Page 105, line 4, at end insert— 12A. In section 58(5) (application of capital reverse redemption in paying up bonus shares) for the word "ssued" there shall be substituted the word "allotted".

318 Page 105, line 20, at end insert—

"15A. In section 149(6) (accounts not complying with requirements of Act)

  1. (a) for the words "this Act" there shall be substituted the words "the Companies Acts 1948 to 1980"; and
  2. (b) for paragraphs (a) and (b) there shall be substituted the following paragraphs:—

"(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum (within the meaning of the Companies Act 1980) "."

319 Page 105, line 23, after the words last inserted—

"16A. In section 150(3) (group accounts not complying with requirements of Act)—

  1. (a) after the word "Act" there shall be inserted the words "and with the other requirements of the Companies Acts 1948 to 1980 as to the matters to be stated in group accounts"; and
  2. (b) for paragraphs (a) and (b) there shall be substituted the following paragraphs:—
  1. "(a) on conviction on indictment, to a fine;
  2. (b) on summary conviction, to a fine not exceeding the statutory maximum (within the meaning of the Companies Act 1980)".

320 Page 105, line 23, after the words last inserted—

"16B. In section 165 (circumstances in which Secretary of State may appoint inspectors to investigate affairs of company)—

  1. (a) at the beginning there shall be inserted the word "(1)";
  2. (b) for paragraph (b)(i) there shall be substituted the following sub-paragraph:—

"(i) that its affairs are being or have been conducted with intent to defraud its creditors or the creditors of any other person or otherwise for a fraudulent or unlawful purpose or in a manner which is unfairly prejudicial to some part of its members, or that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial, or that it was formed for any fraudulent or unlawful purpose; or "; and

(c) at the end there shall be added the following subsection— (2) The power conferred by subsection (1)(b) above shall be exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up; and the reference in sub-paragraph (i) of that paragraph to the members of a company shall have effect as if it included a reference to any person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.".

321Page 105, line 37, at end insert—

'"19A. In section 199(3) (general notice of director's interest in contract made with a specified company or firm) for all the words before the proviso there shall be substituted the following provision—

"For the purposes of this section, a general notice given to the directors of a company by a director to the effect that—

  1. (a) he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm; or
  2. (b) he is to be regarded as interested in any contract which may after the date of the notice be made with a specified person who is connected with him (within the meaning of section (Interpretation of Part IV) of the Companies Act 1980);
shall be deemed to be a sufficient declaration of interest in relation to any such contract.".'

322Page 105, line 37, after the words last inserted, insert— 19B. In section 205(b) (exclusion of prohibition on indemnifying officers of company against liabilities) after the words "this Act" there shall be inserted the words or section 36 of the Companies Act 1980".

323 Page 105, line 38, leave out paragraph 20 and insert.— 20. In section 222 (grounds for winding up), for paragraph (b) there shall be substituted the following paragraphs—

"(b) being a public company which was registered as such on its original incorporation, the company has not been issued with a certificate under section 4 of the Companies Act 1980 and more than a year has expired since it was so registered;

(bb) after the end of the transitional period, within the meaning of that Act, the company is an old public company within the meaning of that Act".

21. In section 224(1) (persons who may apply for winding up), for paragraph (b) of the proviso, there shall be substituted the following paragraph— (b) if the ground of the petition is that in section 222(6) or (bb) of this Act, a winding up petition may be presented by the Secretary of State; and".

324Schedule 3, page 106, line 37, leave out or add to"

325Schedule 3, page 107, line 26, at end insert— (8) In the proviso to regulation 128 (power to apply reserve funds in paying up bonus shares) for the word "issued there shall be subtsituted the word "allotted".

(9) The following regulation is added after regulation 128: 128A. The company in general meeting may on the recommendation of the directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company's reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the company who would have been entitled to that sum if it were distributed by way of dividend (and in the same proportions), and the directors shall give effect to such resolution.

(10) In regulation 129 (duties of directors on resolutions under regulation 128) for the words from the beginning to "have been passed" there shall be substituted the words "Whenever a resolution is passed in pursuance of regulation 128 or 128A above."."

326 Schedule 3, page 107, line 46, leave out from "a" to first "or" in line 3, on page 108 and insert "public company, other than an old public company within the meaning of the Companies Act 1980 (the "1980 Act") are acquired by the company by forfeiture or surrender in lieu of forfeiture or in pursuance of section 35(1A) of the 1980 Act or are acquired by another person in circumstances where paragraph (c) or (h) of section 37(1) of the 1980 Act applies"

327 Schedule 3, page 108, line 5, leave out "the Companies Act 1979" and insert "the 1980 Act"

328 Schedule 3, page 108, line 7, leave out "such a person" and insert "another person in such circumstances"

329 Schedule 3, page 108, line 11, leave out "such a person" and insert "another person in such circumstances"

330 Schedule 3, page 108, line 13, after "company" insert "or that other person"

331 Schedule 3, page 108, line 15, leave out "such a person" and insert "another person in such circumstances"

332 Schedule 3, page 108, line 17, after "of" insert "by the company or that other person"

333 Schedule 3, page 108, line 27, leave out "such a person" and insert "the person who acquired them in such circumstances"

334 Schedule 3, page 109, line 12, at end insert—

" 33A. In section 23(1) (penalties for default in relation to directors' report) for paragraphs (a) and (b) there shall be substituted the following paragraphs:—

  1. "(a) on conviction on indictment, to a fine;
  2. (b) on summary conviction, to a fine not exceeding the statutory maximum (within the meaning of the Companies Act 1980)."."

335 Schedule 3, page 109, line 15, at end insert—

"34A. In section 44 (unlimited companies may be re-registered as limited), for subsection (2) there shall he substituted the following subsection—

"(2) The said requirement is that the resolution must state whether the company is to be limited by shares or by guarantee and—

  1. (a) if it is to be limited by shares, must state what the share capital is to be and provide for the making of such alterations in the memorandum as are necessary to bring it, both in substance and in form, into conformity with the requirements of this Act with respect to the memorandum of a company so limited, and such alterations in the articles as are requisite in the circumstances;
  2. (b) if it is to be limited by guarantee, must provide for the making of such alterations in its memorandum and articles as are necessary to bring them, both in substance and in form, into conformity with the requirements of this Act with respect to the memorandum and articles of a company so limited."."

336 Schedule 3, page 110, line 4, leave out "certified as such under section 41(7)" and insert "within the meaning of Part III"

337 Schedule 4, page 111, line 6, column 3, at end insert—

"In section 10, in subsection (1) the words "or add to" and in subsection (2) the words "or addition"."

338 Schedule 4, page 111, line 29, at end insert—

"Section 190.

Section 197.

In section 198, in subsection (1) the words from "and of" to the end, and in subsection (3), paragraph (a) and in paragraph (6) the words "and the last foregoing section"."

339 Schedule 4, page 111, line 31, leave out "paragraph (b) and"

340 Schedule 4, page 111, line 43, leave out and paragraph (b)"

341 Schedule 4, page 111, line 47, column 3, at end insert—

"In section 454(2)(b) the words "or add to"."

342 Schedule 4, page 112, line 25, column 3, at end insert—

"Section 16(1)(c).

Section 26(8)(a)."

343 Schedule 4, page 112, line 25, column 3, leave out lines 26 to 29 and insert—

"Section 35(2).

Section 38.

In section 43, in subsections (2)(b) and (3)(d) the words "and additions thereto" and in subsection (4)(b) the words "and additions" and or added to"."

344 Schedule 4, page 112, line 33, column 3, at end insert—

"In Schedule 4, the entry relating to section 149(6) of the Companies Act 1948."

345 Schedule 4, page 113, line 8, at end insert—

"(bb the repeal by this Schedule of section 197 of the 1948 Act and section 16(1)(c) of the 1967 Act shall have effect subject to the saving in section (Consequential repeals and savings) (2) above."

Lord LYELL

My Lords, I beg to move that this House doth agree with the Commons in their amendments.

Moved, That this House doth agree with the Commons in the said amendments.—(Lord Lyell.)

On Question, Motion agreed to.

House adjourned at seven minutes past eleven o'clock.