(1)Every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, shall state—(a)the contents of the memorandum, with the names, descriptions and addresses of the signatories and the number of shares subscribed for by them respectively ; and the number of founders or management or deferred shares (if any) and the nature and extent of the interest of the holders in the property and profits of the company; and(b)the number of shares (if any) fixed by the articles as the qualification of a director, and any provision in the articles as to the remuneration of the directors; and(c)the names, descriptions and addresses of the directors or proposed directors and of the managers or proposed managers (if any); and(d)the minimum subscription on which the directors may proceed to allotment, and the amount payable on application and allotment on each share; and in the case of a second or subsequent offer of shares the amount offered for subscription on each previous allotment made within A the two preceding years, and the amount actually allotted, and the amount (if any) paid on the shares so allotted; and(e)the number and amount of shares and de-bentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case » ' the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or agreed to be issued; and(f)the names and addresses of the vendors of any property purchased or acquired by the company, or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus, or the purchase or acquisition of which has not been completed at the date of issue of the prospectus, -and the amount parable in cash, shares or debentures to the vendor, and where there is more than one separate vendor: or the company is a sub-purchaser, the amount so payable to each vendor : Provided that where the vendors or any of them are a firm, the members of the firm shall not be treated as separate vendors; and(q)the amount (if any) paid or payable as purchase-money in cash, shares or debentures for any such property as aforesaid, specifying the amount (if any) payable for goodwill; and(h)the amount (if any) paid within the two' preceding years or payable, as commission for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in, or debentures of,- the company, or the rate of any such commission :Provided that it shall not be necessary to state the commission payable to sub-underwriters ; and(i)the amount or estimated amount of preliminary expenses ; and(k)the amount paid within the two preceding years or intended to be paid to any promoter, and the consideration for any such payment; and(l)the dates of, and parties to, every material contract, and a reasonable time and place at which any material contract or a copy thereof may be inspected: Provided that tins requirement shall not apply to a contract entered into in the ordinary course of the business carried on intended to be carried on by the company, or to any contract entered in more than two years before the date of issue of the prospectus; and(m)the names and addresses of the audit (if any) of the company ; and(n)full particulars of the nature and extent of the interest (if any) of every director in the promotion of, or in the proper" proposed to be acquired by, the company, or, where the interest of such director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or the firm in cash or shares or otherwise by any person either to induce him become, or to qualify him as, a director or otherwise for services rendered ' him or by the firm in connection with the promotion or formation of the company; and(o)where the company is a company having shares of more than one class, the rig" of voting at meetings of the company conferred by the several classes of share respectively.
