Clause 22

by inserting, immediately after the word “liquidation” in the second line of subsection (1)(b), the words “(whether while he was a director or at any time within 3 years of his ceasing to be a director)”;

by inserting, immediately after the word “shall” where it first occurs in the seventeenth line of subsection (1), the words “, subject to subsections (6) and (7),”;

by deleting subsection (3) and substituting the following subsection:“(3) For the purposes of this section —

“company” does not include an unregistered company as defined in section 350(1);

a company has gone into liquidation —

if it is wound up by the Court, on the date of the presentation of the winding up petition;

where a provisional liquidator was appointed under section 291(1), at the time when the declaration made under that subsection was lodged with the Registrar; and

in any other case, on the date of the passing of the resolution for voluntary winding up; and

“insolvent”, in relation to a company, means that a company is unable to pay its debts and in determining whether a company is unable to pay its debts the contingent and prospective liabilities of the company shall be taken into account.”; and

by inserting, immediately after subsection (5), the following subsections:“(6) It is a defence to a prosecution under subsection (1) if the defendant proves —

that, at the time he resigned as a director from a company to which subsection (1) applies, the company had not commenced business or exercised any borrowing power from the date of incorporation of the company; or

that he was not aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —

he was not so aware on the date of the summons; or

he became so aware before the date of the summons and within 4 weeks thereafter he applied to the court for leave under this section.(7) For the purposes of subsection (6)(b), a person shall conclusively be presumed to have been aware of a fact or occurrence at a particular time of which he would, if he had acted with reasonable diligence, have been so aware at that time.(8) Nothing in this section shall apply to the directors of a prescribed company.(9) In subsection (8), “prescribed company” means a company or a company of a class which carries on business, as a principal activity, in such venture capital industries as the Minister may by notification in the Gazette prescribe for the purposes of this section.(10) The Minister may by notification in the Gazette —

specify terms and conditions subject to which subsection (8) shall have effect in relation to a company specified in subsection (9); or

vary or revoke any notification made under subsection (9).”.