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.