Victorian Repealed Acts

This legislation has been repealed.

Companies Act 1961 - SECT 127

General duty to make disclosure

127. General duty to make disclosure





(1) A director of a company shall give notice in writing to the company-

   (a)  unless the director is the holding company of the company, of such
        particulars relating to shares debentures participatory interests
        rights options and contracts as are necessary for the purposes of
        compliance by the first-mentioned company with the provisions of
        section 126;

   (b)  of particulars of any change in respect of the particulars referred to
        in paragraph (a) of which notice has been given to the company
        including the consideration (if any) received as a result of the event
        giving rise to the change;

   (c)  of such events and matters affecting or relating to himself as are
        necessary for the purposes of compliance by the company with any of
        the provisions of section 134 or 184 (as in force immediately before
        the commencement of Part VI of the Companies Act 1971) or Part VIB or
        the Tenth Schedule or the Companies (Acquisition of Shares) (Victoria)
        Code that are applicable in relation to him; and



   (d)  if he is a director of a public company or of a subsidiary of a public
        company of the date when he attained or will attain the age of 72
        years.

Penalty: $1000.  Default penalty:    $200.


(2) A person required to give a notice under subsection (1) shall give the
notice-

   (a)  in the case of a notice under paragraph (a) of that subsection, within
        fourteen days after-

   (i)  the commencement of Part III of the Companies Act 1971;

   (ii) the date on which the director became a director; or

   (iii) as the case may require, the date on which the director became aware
        that he had a relevant interest in the shares, debentures or
        participatory interests or the date on which the director became aware
        that he had acquired the rights or options or the date on which the
        director entered into the contracts- whichever last occurs;

   (b)  in the case of a notice under paragraph (b) of that subsection, within
        fourteen days after that person becomes aware of the occurrence of the
        event giving rise to the change referred to in that paragraph; and

   (c)  in the case of a notice under paragraph (d) of that subsection, within
        fourteen days after-

   (i)  the commencement of Part III of the Companies Act 1971; or

   (ii) the date on which the director became a director- whichever last
        occurs.
Penalty: $1000.  Default penalty:    $200.


(3) A company shall within seven days after the receipt by it of a notice
given under subsection (1) send a copy of the notice to each of the other
directors of the company.

Penalty: $1000.  Default penalty:    $200.


* * * * *



(4) In any proceedings under this section a person shall in the absence of
proof to the contrary be presumed to have been aware at a particular time of a
fact or occurrence of which a servant or agent of the person, being a servant
or agent having duties or acting in relation to his master's or principal's
interest or interests in a share in or a debenture of or a participatory
interest made available by the company concerned, was aware at that time.

(5) In this section-

   (a)  a reference to a participatory interest is a reference to an interest
        within the meaning of section 76; and

   (b)  a reference to a person who has or acquires shares, debentures or
        participatory interests or a relevant interest in shares, debentures
        or participatory interests includes a reference to a person who, under
        an option, has or acquires the right to acquire a share debenture or
        participatory interest or a relevant interest in a share, debenture or
        participatory interest.

(6) In determining, for the purposes of this section whether a person has a
relevant interest in a debenture or participatory interest the provisions of
section 6A, except paragraphs (a) and (c) of subsection (1) of that section,
have effect and in applying those provisions a reference to a share shall be
read as a reference to a debenture or participatory interest.