Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company.

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....y, alters its articles in such a manner that they no longer include the provisions which, under clause (iii) of sub-section (1) of section 3, are required to be included in the articles of a company in order to constitute it a private company, the company,      (a) shall, as on the date of the alteration, cease to be a private company; and      (b) shall, ....

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....ve effect subject to the provisions contained in Part III of that Schedule.      (c) Where the persons making any such report as is referred to in clause (a) or (b) have made therein, or have, without giving the reasons indicated therein, any such adjustments as are mentioned in clause 32 of Schedule II or clause 5 of Schedule IV, as the case may be, the prospectus or statemen....

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....ess he proves either that the statement was immaterial or that he had reasonable ground to believe, and did up to the time of the filing of the prospectus or statement believe, that the statement was true. (5) For the purposes of this section___      (a) a statement included in a prospectus or a statement in lieu of prospectus shall be deemed to be untrue if it is misleading ....