590 SECRETARIAL PRACTICE
(4) A vendor to, promoter of, or other person who receives
payment in money or shares from, a company shall have and shall
be deemed always to have had power to apply any part of the
money or shares so received in payment of any commission, the
payment of which, if made directly by the company, would have
been legal under this section.

(5) If default is made in complying with the provisions of
this section relating to the delivery to the registrar of the statement
in the prescribed form, the company and every officer of the company
who is in default shall be liable to a fine not exceeding twenty-five
pounds.

Statement in
balance sheet as
to commissions
and discounts.

Prohibition of
provision of
financial
assistance by
company for
purchase of its
own shares.

44.—(1) Where a company has paid any sums by way of com-
mission in respect of any shares or debentures, or allowed any sums
by way of discount in respect of any debentures, the total amount
so paid or allowed, or so much thereof as has not been written off,
shall be stated in every balance sheet of the company until the
whole amount thereof has been written off.

(2) If default is made in complying with this section, the
company and every officer of the company who is in default shall
be liable to a default fine.
45.—(1) Subject as provided in this section, it shall not be lawful
‘or a company to give, whether directly or indirectly, and whether
by means of a loan, guarantee, the provision of security or otherwise,
any financial assistance for the purpose of or in connection with a
purchase made or to be made by any person of any shares in the
company:

Provided that nothing in this section shall be taken to pro-
hibit—

(a) where the lending of money is part of the ordinary business
of a company, the lending of money by the company in
the ordinary course of its business;
the provision by a company, in accordance with any
scheme for the time being in force, of money for the purchase
by trustees of fully-paid shares in the company to be held
by or for the benefit of employees of the company, including
any director holding a salaried employment or office in the
company;
the making by a company of loans to persons, other than
directors, bond fide in the employment of the company
with a view to enabling those persons to purchase fully-
paid shares in the company to be held by themselves by
way of beneficial ownership.

(2) The aggregate amount of any outstanding loans made
under the authority of provisos (b) and (¢) to subsection (1) of this
section shall be shown as a separate item in every balance sheet
of the company.

(3) If a company acts in contravention of this section, the
company and every officer of the company who is in default shall
be liable to a fine not exceeding one hundred pounds.