COMMONS AMENDMENTS (Hansard, 27 October 1981)

§ Lord Lyell

My Lords, with Amendments Nos. 90 and 91 I should like to speak also to Amendments Nos. 93, 94 and 95, 105, 114 and 115, and, finally, 995 Amendment No. 222. All these amendments attempt to refine the clauses which deal with purchases or redemptions out of capital without substantially changing their essential provisions. All these amendments are proposed in the light of representations to the Government that greater clarity of expression was desirable in certain key respects. The purpose of Amendments Nos. 90, 91, 105 and 114 is to revise the drafting of Clause 49 to give a clear and easily understood definition of what constitutes a payment out of capital for the purposes of the clauses relating to purchase or redemption of shares.

Amendment No. 95 is a crucial amendment. It replaces subsections (7) and (8) of Clause 49. They deal with Part III of the 1980 Act, some aspects of which were found to be difficult. We consider that a reference to the proper aspects of Part III would impose too onerous a requirement, bearing in mind that the amount of available profit spelled out there must be confirmed by the auditor under Clause 51 of the Bill. Also, Amendment No. 95 provides that the accounts by which available profits can be determined must be drawn up within the three months preceding the date of the making of the statutory declaration by the directors rather than the date of the resolution to make the payment out of capital. We hope that this is more logical, as the amount of the company's available profits must be determined before the directors can make their statutory declaration. The rest of the amendments are technical and I hope they are not complicated. I hope that the House will bear with me, and that I have given a reasonable explanation of Amendments Nos. 90 and 91.