The Companies Ordinance, 1984






68.    Restriction as to allotment.- 


(1)    No allotment shall be made of any share capital of a company offered to the public for subscription unless the amount stated in the prospectus as the minimum amount, which in the opinion of the directors must be raised by the issue of shares capital in order to provide for the matters specified in clause 5 of section 1 of Part I of the Second Schedule has been subscribed, and the full amount there of has been paid to and received in cash by the company.


(2)    The amount referred to in sub-section (1) as the amount stated in the prospectus shall be reckoned exclusively of any amount payable otherwise than in cash and is in this Ordinance referred to as the minimum subscription.


(3)    All moneys received from applicants for shares shall be deposited and kept in a separate bank account in a scheduled bank until returned in accordance with the provisions of sub-section (5) or until the certificate to commence business is obtained under section 146.


(4)    The amount payable on application on each share shall be the full nominal amount of the share.


(5)    If the conditions aforesaid have not been complied with on the expiration of forty days after the first issue of the prospectus, all money received from applicants for share shall be forthwith repaid to them without surcharge and if any such money is not so repaid within fifty days after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay that money with surcharge at the rate of one and a half per cent for every month or part thereof from the expiration of the fiftieth day:


Provided that a director shall not be liable if he proves that the default in repayment of the money was not due to any misconduct or negligence on his part.


(6)    Any condition purporting to require or bind any applicant for shares to waive compliance with any requirement of this section shall be void.


(7)    This section, except sub-section (4) thereof, shall not apply to any allotment of shares subsequent to the first allotment of shares offered to the public for subscription.


(8)    In the case of the first allotment of share capital payable in cash of a company which does not issue any invitation to the public to subscribe for its shares, no allotment shall be made unless the minimum subscription, that is to say, -


(a)    the amount, if any, fixed by the memorandum or articles and specified in the statement in lieu of prospectus as the minimum subscription ref-red to in sub-section (1) upon which the directors may proceed to allotment; or


(b)    if no amount is so fixed and specified, the whole amount of the share capital other than that issued or agreed to be issued as paid up otherwise than in cash;


has been subscribed and the full nominal amount of each share payable in cash has been paid to and received by the company.


(9)    Sub-section (8) shall not apply to a private company.


(10)  In the event of any contravention of any provisions of this section, every promoter, director or other person knowingly responsible for such contravention shall be liable to a fine not exceeding ten thousand rupees and in the case of a continuing contravention to a further fine not exceeding two hundred rupees for every day after the first during which the contravention continues.


(11)   For the purpose of this section, the expression "promoter" has the same meaning as in section 59.