(c) that he was competent to make the statement and that 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. (4 ) Where— (a ) the prospectus contains the name of a person as a director of the company, or as having agreed to become a director thereof, and he has not consented in writing to become a director or has in writing wit hdrawn his consent before the issue of the prospectus and has not authorized or consented to the issue thereof; or (b ) the consent of a person is required under section fifty-five to the issue of the prospectus and he either has not given that consent or has withdrawn it before the issue of the prospectus; the directors of the company, except any without whose knowledge or consent the prospectus was issued, and any other person who authorized the issue thereof shall be liable, jointly and severally, to indemnify the person named as aforesaid or whose consent was required as aforesaid, as the case may be, against all damages, costs and expenses to which he may be made liable by reason of his name having been inserted in the prospectus or of the inclusion therein of a statement purporting to be made by him as an expert, as the case may be, or in defending himself against any action or legal proceeding brought against him in respect thereof: Provided that a person shall not be deemed for the purposes of this subsection to have authorized the issue of a prospectus by reason only of his having given the consent required by section fifty-five to the inclusion therein of a statement purporting to be made by him as an expert. 59 Criminal liability for mis-statements in prospectus (1 ) Where a prospectus issued after the 1st April, 1952, includes any untrue statement, any person who a uthorized the issue of the prospectus shall be guilty of an offence and liable to a fine not exceeding level twelve or to imprisonment for a period not exceeding five years or to both such fine and such imprisonment unless he proves either that the statement was immaterial or that he had reasonable grounds to believe and did, up to the time of the issue of the prospectus, believe that the statement was true. (2 ) A person shall not be deemed for the purposes of subsection (1) to have authorized the issue of a prospectus by reason only of his having given the consent required by section fifty-five to the inclusion therein of a statement purporting to be made by him as an expert. [Section as amended by Act No. 22 of 2001] 60 Underwriting contract and affidavit to be delivered to Registrar (1 ) If the whole or portion of the share capital or debentures of a company being offered for subscription has been or is being underwritten, the company shall deliver to the Registrar, not later than the date of the proposed offer of shares or debentures, a copy of the underwriting contract and an affidavit sworn by the person named as underwriter or, if such underwriter be a company, by two directors of such company, stating that to the best of the deponent’s knowledge and belief the underwriter is and will be in a position to carry out his obligations even if no shares or debentures, as the case may be, are applied for. (2 ) The underwriter shall furnish the company within seven days of a written request by the company with the affidavit required by subsection (1). (3 ) If the underwriter fails to comply with subsection (2), he shall be guilty of an offence and liable to a fine not exceeding level five or to imprisonment for a period not exceeding six months or to both such fine and such imprisonment. (4 ) In the event of any underwriter, if such an affidavit is sworn, being unable, when duly called upon, to carry out his obligations under the underwriting contract, the affidavit shall be deemed to have been sworn wit hout reasonable ground for belief that the person named as underwriter was or would be in a position to carry out his obligations under that contract; and the person swearing such affidavit, unless he proves that he did so believe and had reasonable ground for the belief, shall be guilty of an offence and liable to a fine not exceeding level seven or to imprisonment for a period not exceeding one year or to both such fine and such imprisonment. (5 ) If default is made in complying with subsection (1) the company shall be guilty of an offence and liable to a fine not exceeding level three. [Section as amended by Act No. 22 of 2001] 61 Document containing offer of shares or debentures for sale to be deemed prospectus (1 ) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and this Act shall apply and have effect accordingly, as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof.