Companies and Securities Legislation (Miscellaneous Amendments) Act 1983 (Cth)

Companies and Securities Legislation (Miscellaneous Amendments) Act 1983

No. 108 of 1983

TABLE OF PROVISIONS

PART I—PRELIMINARY Section 1. Short title 2. Commencement

PART II—AMENDMENTS OF COMPANIES (ACQUISITION OF SHARES) ACT 1980

3. Principal Act 4. Other interpretative and evidentiary provisions 5. Take-over offers 6. Part B statement 7. Offeror connected with target company 8. Provisions relating to dissenting shareholders 9. Rights of remaining shareholders and holders of options and notes 10. Liability for mis-statements 11. Orders where prohibited acquisitions take place 12. Orders where offers not dispatched pursuant to Part A statement 13. Orders to protect rights under take-over schemes or announcements 14. Miscellaneous provisions relating to orders 15. Power to exempt from compliance with Act 16. Power to declare that Act applies as if modified 17. Repeal of section 60 and substitution of new section— 60. Power of Commission to declare acquisition of shares or other conduct to be unacceptable

Section 18. Power of Commission to make certain orders 19. Schedule

PART III—AMENDMENTS OF COMPANIES ACT 1981

20. Principal Act 21. Interpretation 22. Relevant interests in shares 23. Insertion of Subdivision heading 24. Registration of auditors 25. Registration of liquidators 26. Register of Auditors 27. Registers of Liquidators and Official Liquidators 28. Notification of certain matters 29. Repeal of section 27 30. Certain persons not to apply for registration as auditor or liquidator 31. Insertion of new Subdivision- Subdivision B—Cancellation or Suspension of Registration 30a. Interpretation 30b. Cancellation at request of registered person 30c. Official liquidators 30d. Powers of Board in relation to auditors and liquidators 30e. Hearings 30f. Power to summon witnesses and take evidence 30g. Proceedings at hearings 30h. Failure of witnesses to attend and answer questions 30j. Contempt of Board 30k. Protection of members, &c. 30l. Hearings deemed to be judicial proceedings 30m. Notice of Board's decision 30n. Time when Board's decision comes into effect 30p. Effect of suspension 30q. Costs 30r. Appeal from decision of Board 30s. Operation of section 27 32. Registers 33. Requirements as to memorandum 34. Repeal of sections 67 and 68 and substitution of new sections— 67. Powers 68. Restrictions on companies 68a. Persons having dealings with companies, &c. 68b. Certain assumptions not to be made 68c. Lodgment of documents, &c., with Commission not to constitute constructive notice 68d. Effect of fraud 35. General provisions as to alteration of memorandum 36. Alterations of provisions of memorandum 37. Confirmation of contracts and authentication and execution of documents 38. Certificate authorizing application for transfer of incorporation 39. Application by foreign company for registration under Division 40. Establishment of registers and minute books 41. Interpretation 42. Forms of application for shares or debentures to be attached to prospectus 43. Invitations or offers in relation to borrowings by a corporation 44. Certain notices, &c., not to be published 45. Certain reports referring to prospectuses not to be published 46. Registration of prospectuses 47. Repeal of section 109 48. Restriction on application of capital of company 49. Power to make certain payments 50. Power of company to alter its share capital Section 51. Special resolution for reduction of share capital 52. Substantial shareholdings and substantial shareholders 53. Insertion of new section— 144a. Civil remedy where failure or default under Division 54. Knowledge of employee or agent imputed to employer or principal 55. Powers of Court with respect to defaulting substantial shareholder 56. Register of debenture holders and copies of trust deed 57. Branch registers 58. Compliance with laws of State or other Territory sufficient compliance for certain companies 59. Interpretation 60. Approved deeds 61. Approval of deeds 62. Approval of trustees 63. Covenants to be included in deeds 64. Statement to be issued 65. Register of holders of prescribed interests 66. Power to exempt from compliance with Division and non-application of Division in certain circumstances 67. Duties of company with respect to issue of certificates 68. Insertion of new Division— Division 10—Exemption from, and modification of the application of, Divisions of this Part 215b. Banking business 215c. Powers of Commission 69. Vacation of office 70. Insertion of new section— 227a. Court may order persons not to manage corporations 71. Duty and liability of officers 72. Loans to directors 73. Insertion of new section — 238a. Register of Disqualified Company Directors and Other Officers 74. Convening of general meeting on requisition 75. Circulation of members' resolutions, &c. 76. Repeal of section 261 and substitution of new sections— 261. Power of company to obtain information as to beneficial ownership of its shares 261a. Powers of Court 77. Exemption of certain companies 78. Interpretation 79. Insertion of new sections— 266a. Dormant corporations 266b. Approved accounting standards 266c. Application of approved accounting standards 266d. Board to have regard to possibility of disallowance 266e. Interpretation, &c., of accounting standards 266f. Power of Board to require copy of accounts or group accounts 80. Profit and loss account, balance-sheet and group accounts 81. Directors' reports 82. Repeal of section 272 and substitution of new section— 272. Directors of holding company to obtain all necessary information 83. Failure to comply with this Division 84. Removal and resignation of auditors 85. Powers and duties of auditors as to reports on accounts 86. Examination of officers 87. Power of Commission to make certain orders 88. Application for winding up 89. Remedy in cases of oppression or injustice 90. Repeal of section 321 and substitution of new section— 321. Interpretation 91. Disqualification for appointment as receiver, &c. Section 92. Liability of receiver 93. Insertion of new sections— 324a. Powers of receiver 324b. Duties of receiver with respect to bank accounts and accounting records 324c. Reports by receiver 324d. Prosecution of delinquent officers and members 324e. Supervision of receivers 324f. Receiver may apply to Court 94. Power of Court to fix remuneration of receivers 95. Insertion of new section— 325a. Receiver to enjoy qualified privilege in certain circumstances 96. Notification of appointment of receiver 97. Statement that receiver appointed 98. Provisions as to information where receiver appointed 99. Receiver may require reports 100. Insertion of new section— 329a. Receiver may inspect books 101. Lodging of accounts of receiver 102. Payment of certain debts out of property subject to floating charge in priority to claims under charge 103. Enforcement of duty of receiver to make returns 104. Notice of appointment and address of official manager 105. Effect of resolution 106. Six-monthly meetings of creditors and members 107. Circumstances in which company may be wound up by Court 108. Repeal of section 380 109. Final meeting and dissolution 110. Reports by liquidator 111. Supervision of liquidators 112. Insertion of new section— 421a. Regulations relating to money, &c., received by liquidator 113. Prosecution of delinquent officers and members 114. Power of Commission to deregister defunct company 115. Special requirements as to articles and prospectus 116. Notice to be lodged where documents, &c., altered 117. Cessation of business, &c. 118. Location of registers 119. Interpretation 120. Court may disqualify person from being a director, &c., in certain circumstances 121. Insertion of new section— 570a. Penalty notices 122. Continuing offences 123. Injunctions 124. Regulations 125. Repeal of Schedule 2 126. Amendment of Schedule 3 127. Amendment of Schedule 5 128. Further amendments PART IV—AMENDMENT OF COMPANIES (TRANSITIONAL PROVISIONS) ACT 1981 129. Principal Act 130. Registered auditors and liquidators PART V—AMENDMENTS OF COMPANIES AND SECURITIES (INTERPRETATION AND MISCELLANEOUS PROVISIONS) ACT 1980 131. Principal Act 132. Insertion of new section— 5a. Regard to be had to purpose or object of relevant Act