Companies and Securities Legislation (Miscellaneous Amendments) Act 1985 (Cth)

Companies and Securities Legislation (Miscellaneous Amendments) Act 1985

No. 192 of 1985

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. Definitions 5. Acquisition and disposal of, and entitlement to, shares, and associated persons 6. Other interpretative and evidentiary provisions 7. Insertion of new section— 8a. Approved manner of dispatch 8. Relevant interests in shares 9. Acquisition of shares permitted in certain circumstances 10. Acquisition of not more than 3% of voting shares permitted in each 6 months 11. Take-over offers 12. Take-over announcements 13. Registration of Part A statements and offers 14. Repeal of section 21 and substitution of new section— 21. Withdrawal of offers TABLE OF PROVISIONS—continued Section 15. Variation of take-over offers 16. Declaration where take-over offers are conditional 17. Repeal of section 29 18. Insertion of new section— 39a. Notification of offeror's entitlement 19. Provisions relating to dissenting shareholders 20. Orders where prohibited acquisitions take place 21. Orders where offers not dispatched pursuant to Part A statement 22. Orders to protect interests of certain persons 23. Miscellaneous provisions relating to orders 24. Repeal of section 52 and substitution of new section— 52. Announcements of proposed take-over bids 25. Offences 26. Repeal of sections 54, 63 and 64 27. Schedule 28. Further amendments relating to securities exchanges PART III—AMENDMENTS OF COMPANIES ACT 1981 29. Principal Act 30. Interpretation 31. Affairs of a corporation 32. Relevant interests in shares 33. Associated persons 34. Power of Commission to require production of books 35. Repeal of section 16a and substitution of new section— 16a. Investigation of certain matters 36. Registration of auditors 37. Registration of liquidators 38. Notification of certain matters 39. Powers of Board in relation to auditors and liquidators 40. Proceedings at hearings 41 Notice of Board's decision 42. Time when Board's decision comes into effect 43. Appeal from decision of Board 44. Registers 45. Formation of companies 46. Amendment of Division heading 47. Insertion of new sections— 66a. Commencement of certain provisions 66b. Interpretation 66c. Object of sections 67 and 68 48. Legal capacity 49. Restrictions on companies 50. Repeal of section 68b 51. Alterations of memorandum 52. Repeal of section 78 and substitution of new section— 78. Operation of memorandum and articles 53. Contents of prospectuses 54. Certain notices, &c., not to be published 55. Application and interpretation 56. Substantial shareholdings and substantial shareholders 57. Repeal of section 141 and substitution of new section— 141. Copy of notice to be served on securities exchanges 58. Powers of Court with respect to defaulting substantial shareholder 59. Approval of deeds 60. Repeal of section 186 and substitution of new section— 186. Remedy for refusal to register transfer or transmission 61. Interpretation 62. Insertion of new section— 205a. Charges in favour of certain persons void in certain cases TABLE OF PROVISIONS—continued Section 63. Insertion of new section— 215d. Retirement village schemes 64. Publication of name 65. Vacation of office 66. Insertion of new section— 229a. Liability of directors for debts, &c., incurred by corporation acting as trustee 67. Loans to directors 68. General duty to make disclosure 69. Benefits for loss of, or retirement from, office 70. Register of directors, principal executive officer and secretaries 71. Register of Disqualified Company Directors and Other Officers 72. Insertion of new section— 255a. Notices relating to non-beneficial and beneficial ownership of shares 73. Register and index of members 74. Trustee, &c., may be registered as owner of shares 75. Power of company to obtain information as to beneficial ownership of its shares 76. Powers of Court 77. Insertion of new Division— Division 6—Inspection of Records 265b. Inspection of records 265c. Disclosure of information 78. Interpretation 79. Insertion of new section— 266g. Annual Report 80. Profit and loss account, balance-sheet, group accounts, &c. 81. Directors' reports 82. Relief from requirements as to accounts and reports 83. Members of company entitled to balance-sheet, &c. 84. Accounts and reports to be laid before annual general meeting 85. Appointment of auditors 86. Powers and duties of auditors as to reports on accounts 87. Interpretation and application 88. Record of examination 89. Admissibility of record of examination in evidence in proceedings against person examined 90. Admissibility in other proceedings of statements at an examination 91. Weight of evidence 92. Credibility of person who made statements 93. Determination of objection to admissibility of statement 94. Power to compromise with creditors and members 95. Powers of receiver 96. Reports by receiver 97. Prosecution of delinquent officers and members 98. Receiver to enjoy qualified privilege in certain circumstances 99. Payments of certain debts out of property subject to floating charge in priority to claims under charge 100. Certain provisions applicable to official management 101. Avoidance of dispositions of property, attachments, &c. 102. Powers of liquidator 103. Reports by liquidator 104. Expenses of winding up where property insufficient 105. Priority payments 106. Debts due to employees 107. Debts of a class to rank equally 108. Advances in respect of wages, retrenchment payments and leave of absence 109. Priority of employees' claims over floating charges 110. Provisions relating to injury compensation 111. Priority where security given for payment of taxes 112. Prosecution of delinquent officers and members 113. Publication of name, &c., of recognised company or recognised foreign company 114. Unregistered foreign company not to establish place of business or carry on business in the Territory TABLE OF PROVISIONS—continued Section 115. Notice to be lodged where documents, &c., altered 116. Balance-sheets and other documents 117. Publication of name, &c., of foreign company 118. Service of documents on recognised company or recognised foreign company 119. Offences by officers of certain companies 120. Offences relating to incurring of debts or fraudulent conduct 121. Falsification of books 122. Court may disqualify person from acting as director, &c., in certain circumstances 123. Insertion of new section— 562a. Commission may order persons not to manage corporations 124. False or misleading statements 125. Repeal of section 564 and substitution of new section— 564. False information, &c. 126. Dividends payable from profits only 127. General penalty provisions 128. Repeal of section 571 and substitution of new section— 571. Continuing offences 129. Officers and other persons in default 130. Regulations 131. Operation of certain Ordinances 132. Schedule 4 133. Further amendments relating to securities exchanges PART IV—AMENDMENTS OF COMPANIES AND SECURITIES (INTERPRETATION AND MISCELLANEOUS PROVISIONS) ACT 1980 134. Principal Act 135. Regard to be had to purpose or object of relevant Act 136. Insertion of new section— 5b. Use of extrinsic material for interpretation of relevant Act 137. Definitions 138. Insertion of new section— 11a. References to persons, things and matters 139. References to writing, printing and documents 140. Insertion of new section— 13a. Production of records kept by means of computers, &c. 141. Insertion of new section— 14a. Service of documents on certain persons 142. Mention of officer in general terms 143. Insertion of new sections— 20a. Alterations of names and constitutions 20b. Compliance with forms 20c. Contents of statements of reasons for decisions 20d. Attainment of particular age 144. Conferral of power to make, grant or issue an instrument 145. Power to appoint 146. Insertion of new section— 23a. Delegations 147. References to amended, re-enacted or remade laws 148. Heading to Part III 149. Insertion of Division heading 150. Insertion of new section— 36a. Effect of alterations of penalties 151. Insertion of new Division— Division 2—Civil Proceedings 38b. Standard of proof PART V—AMENDMENT OF COMPANIES AND SECURITIES LEGISLATION (MISCELLANEOUS AMENDMENTS) ACT 1983 152. Principal Act 153. Schedule 1 TABLE OF PROVISIONS—continued Section PART VI—AMENDMENTS OF NATIONAL COMPANIES AND SECURITIES COMMISSION ACT 1979 154. Principal Act 155. Interpretation 156. Membership of Commission 157. Acting appointments 158. Meetings of Commission 159. Divisions of Commission 160. Engagement of consultants 161. Proceedings at hearings 162. Delegation by Commission 163. Repeal of section 50 PART VII—AMENDMENTS OF SECURITIES INDUSTRY ACT 1980 164. Principal Act 165. Interpretation 166. Relevant interests in securities 167. Associated persons 168. Power of Commission to require production of books 169. Disclosure to Commission 170. Repeal of section 13 and substitution of new section— 13. Investigation of certain matters 171. Power of Court to make certain orders 172. Interpretation 173. Record of examination 174. Record to accompany report 175. Admissibility of record of examination in evidence in proceedings against person examined 176. Admissibility in other proceedings of statements at an examination 177. Weight of evidence 178. Credibility of person who made statements 179. Determination of objection to admissibility of statement 180. Provisions relating to reports 181. Power of Commission to make certain orders 182. Heading to Part III 183. Establishment, &c., of stock markets 184. Power of Ministerial Council to approve stock exchange 185. Insertion of new sections— 38a. Power of Ministerial Council to approve body corporate as approved securities organisation 38b. Publication of instruments executed under section 37, 38 or 38a 186. Securities exchanges to provide assistance to Commission 187. Power of Court to order observance or enforcement of business rules or listing rules of securities exchange 188. Insertion of new section— 42a. Certain laws not applicable to option contracts to which this Act applies 189. Further provisions relating to revocation and suspension of licences 190. Issue of contract notes 191. Insertion of new section— 65a. Recommendations 192. Short selling 193. Insertion of new section— 68a. Power of Commission to prohibit short selling in certain cases 194. Dealers' trust accounts 195. Certain matters to be reported to Commission 196. Fraudulently inducing persons to deal in securities 197. Restrictions on use of titles "stockbroker", "sharebroker" and "stock exchange" 198. Repeal of section 142 and substitution of new section— 142. Continuing offences 199. Offences by bodies corporate 200. Further amendments relating to securities exchanges