COMPANIES ACT - 1963 (ACT 179)

    Section - 227 - Power to require Information as to Persons Interested in Shares or Debentures

    (1) Where it appears to the Registrar that there is good reason to investigate the ownership of any shares in or debentures of a company or where the directors of a company so request in writing he may himself carry out such investigation or by written order appoint one or more inspectors to carry out such investigation in manner hereinafter appearing. [As amended by the the Companies Code (Amendment) Act 1994 (Act 474) s.3]

    (2) The Registrar or any inspector appointed by him may require any person whom he has reasonable cause to believe,

    (a) to be or to have been interested in those shares or debentures, or

    (b) to act or to have acted in relation to those shares or debentures as the agent or adviser of someone interested therein,

    to give him any information which such person has or can reasonably be expected to obtain as to the present and past interests in those shares or debentures and the names and addresses of the persons interested and of any persons who act or have acted on their behalf in relation to the shares and debentures.

    (3) For the purposes of this section a person shall be deemed to have an interest in a share or debenture if he has any right to acquire or dispose of the share or debenture or any interest therein or to vote in respect thereof, or if his consent is necessary for the exercise of any of the rights of other persons interested therein, or if other persons interested therein can be required or are accustomed to exercise their rights in accordance with his instructions.

    (4) Any person who fails to give any information required of him under this section, or who in giving any such information makes any statement which is false in any material particular shall be liable to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both, unless, in the case of a false statement, he proves that he believed on reasonable grounds that such statement was true.

    (5) Where it appears to the Registrar that there is difficulty in finding out the relevant facts about any such shares or debentures, whether issued or to be issued, and that the difficulty is due wholly or mainly to the unwillingness of the persons concerned or any of them to give accurate information as required by this section, the Registrar may by order direct that the shares or debentures shall, until further order, be subject to the restrictions imposed by the next succeeding subsection.

    (6) So long as any shares or debentures are directed to be subject to the restrictions imposed by such direction as is referred to in the immediately preceding subsection,

    (a) any transfer of those shares or debentures or of the right to be issued therewith and any issue thereof shall be void;

    (b) no voting rights shall be exercisable in respect thereof;

    (c) no further shares or debentures shall be issued in right of those shares or debentures or in pursuance of an offer made to the holders thereof;

    (d) except in a liquidation, no payment shall be made of any sums due from the company on those shares or debentures.

    (7) Where the Registrar makes an order directing that shares or debentures shall be subject to the said restrictions, or refuses to make an order directing that they shall cease to be subject thereto, any person having any interest in such shares or debentures may apply to the Court and the Court may, if it sees fit, direct that the shares or debentures shall cease to be subject to the said restrictions or any of them.

    (8) Any person who,

    (a) exercises or purports to exercise any right to dispose either of any shares or debentures which, to his knowledge, are for the time being subject to the said restrictions or any of them, or of any right to be issued with any such shares or debentures, or

    (b) votes, whether as holder or proxy, or appoints a proxy to vote in respect of any shares or debentures which, to his knowledge, are for the time being subject to the restriction that no voting rights shall be exercisable in respect thereof, or

    (c) being the holder of any shares or debentures fails to notify of the said restrictions any other holder or proxy for any holder whom he does not know to be aware thereof,

    shall be liable to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both, and where shares or debentures in any company are issued in contravention of the said restrictions, the company and every officer of the company who is in default shall be liable to a fine not exceeding five hundred pounds.

    (9) A prosecution shall not be instituted under the immediately preceding subsection except by, or with the consent of, the Attorney-General.

    (10) Where an inspector has been appointed to carry out an investigation under this section he shall report in writing to the Registrar on the result of his investigation.

    (11) The Registrar may, in his discretion,

    (a) cause to be furnished to such person or persons as he shall think fit a copy of such report as is referred to in the immediately preceding subsection or of part or parts thereof and may cause the same or any parts thereof to be printed and published;

    (b) may divulge to such person or persons as he shall think fit any information obtained by him as a result of his or the inspector's investigation and may cause any such information to be published.

    (12) The expenses of any investigation under this section shall be defrayed by the Registrar out of moneys provided by Parliament.