584 
SECRETARIAL PRACTICE 
(6) Nothing in this section shall limit or diminish any liability 
which any person may incur under the general law or this Act apart 
from this section. 
Restriction on 36.—(1) A company limited by shares or a company limited by 
Sltorailon of cod guarantee and having a share capital shall not previously to the 
in prospectus or Statutory meeting vary the terms of a contract referred to in the 
et ny! prospectus, or statement in lieu of prospectus, except subject to 
the approval of the statutory meeting. 
(2) This section shall not apply to a private company. 
Liability for 37.—(1) Where a prospectus invites persons to subscribe for 
prospectus. shares in or debentures of a company— 
(a) every person who is a director of the company at the time 
of the issue of the prospectus; and 
(b) every person who has authorised himself to be named and 
is named in the prospectus as a director or as having 
agreed to become a director either immediately or after 
an interval of time; and 
(c) every person being a promoter of the company; and 
(d) every person who has authorised the issue of the prospectus, 
shall be liable to pay compensation to all persons who subscribe 
for any shares or debentures on the faith of the prospectus for the 
loss or damage they may have sustained by reason of any untrue 
statement therein, or in any report or memorandum appearing on 
the face thereof, or by reference incorporated therein or issued 
therewith, unless it is proved— 
(i) that having consented to become a director of the company 
he withdrew his consent before the issue of the prospectus, 
and that it was issued without his authority or consent; or 
that the prospectus was issued without his knowledge or 
consent, and that on becoming aware of its issue he forth- 
with gave reasonable public notice that it was issued 
without his knowledge or consent; or 
that after the issue of the prospectus and before allotment 
thereunder, he, on becoming aware of any untrue statement 
therein, withdrew his consent thereto, and gave reasonable 
public notice of the withdrawal, and of the reason therefor; 
or 
(iv) that— 
(a) as regards every untrue statement not purporting 
to be made on the authority of an expert or of a public 
official document or statement, he had reasonable 
ground to believe, and did up to the time of the allotment 
of the shares or debentures, as the case may be, believe, 
that the statement was true; and 
(b) as regards every untrue statement purporting to 
be a statement by an expert or contained in what purports 
to be a copy of or extract from a report or valuation of