538 SECRETARIAL PRACTICE
the holding of the statutory meeting, within one month after the
date of the allotment, and not later, and shall be so voidable notwith-
standing that the company is in course of being wound up.

(2) If any director of a company knowingly contravenes, or
permits or authorises the contravention of, any of the provisions
of the said sections with respect to allotment, he shall be liable
to compensate the company and the allottee respectively for any
loss, damages, or costs which the company or the allottee may have
sustained or incurred thereby:

Provided that proceedings to recover any such loss, damages,
or costs shall not be commenced after the expiration of two years
from the date of the allotment,

Return as to
allotments.

54 & 5° Vic
c. 39.

42.—(1x) Whenever a company limited by shares or a company
limited by guarantee and having a share capital makes any allotment
of its shares, the company shall within one month thereafter deliver
to the registrar of companies for registration—
1a) a return of the allotments, stating the number and nominal
amount of the shares comprised in the allotment, the
names, addresses, and descriptions of the allottees, and
the amount, if any, paid or due and payable on each
share; and
in the case of shares allotted as fully or partly paid up
otherwise than in cash, a contract in writing constituting
the title of the allottee to the allotment together with
any contract of sale, or for services or other consideration
in respect of which that allotment was made, such contracts
being duly stamped, and a return stating the number and
nominal amount of shares so allotted, the extent to which
they are to be treated as paid up, and the consideration
for which they have been allotted.

)

(2) Where such a contract as above mentioned is not reduced
to writing, the company shall within one month after the allotment
deliver to the registrar of companies for registration the prescribed
particulars of the contract stamped with the same stamp duty as
would have been payable if the contract had been reduced to writing,
and those particulars shall be deemed to be an instrument within
the meaning of the Stamp Act, 1891, and the registrar may, as a
condition of filing the particulars, require that the duty payable
thereon be adjudicated under section twelve of that Act.

(3) If default is made in complying with this section, every
director, manager, secretary, or other officer of the company,
who is knowingly a party to the default, shall be liable to a fine
not exceeding fifty pounds for every day during which the default
continues:

Provided that, in case of default in delivering to the registrar
of companies within one month after the allotment any document
required to be delivered by this section, the company, or any person
liable for the default, may apply to the court for relief, and the