57 Restriction on alteration of terms mentioned in prospectus or in statement in lieu of prospectus A company not being a private company shall not previously to the statutory meeting vary in any material respect the terms of a contract referred to in the prospectus, or statement in lieu of prospectus, except subject to the approval of the statutory meeting. 58 Civil liability for mis-statements in prospectus (1 ) Subject to this section, where a prospectus invites persons to subscribe for shares in or debentures of a company, the following persons 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 included therein, that is to say— (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 in writing authorized 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 authorized the issue of the prospectus: Provided that— (i) where, under section fifty-five, the consent of a person is required to the issue of a prospectus and he has given that consent, he shall not by reason of his having given it be liable under this subsection as a person who has authorized the issue of the prospectus except in respect of an untrue statement purporting to be made by him as an expert; (ii) no person whose ordinary business or part of whose ordinary business it is to do secretarial or administrative work, shall be liable under this subsection as a person who has authorized the issue of the prospectus by reason only that he is employed by the company to perform on its behalf the secretarial and administrative work of the issue o f shares or debentures to which the prospectus relates and is named in the prospectus as secretary or manager for the issue. (2 ) No person shall be liable under subsection (1) if he proves— (a ) that, having consented to become a director of the company, he withdrew his consent in writing before the issue of the prospectus and that it was issued without his authority or consent; or (b ) 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 (c) that, after the issue of the prospectus and before allotment thereunder, he, on becoming aware of the untrue statement, made an immediate written withdrawal of his consent thereto and gave reasonable public notice of such withdrawal and of the reason therefor; or (d ) that— (i) 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 grounds 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 (ii) 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 an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and he had reasonable grounds to believe and did up to the time of the issue of the prospectus believe that the person making the statement was competent to make it and had given the consent required by section fifty-five to the issue of the prospectus and had not withdrawn that consent before delivery of a copy of the prospectus for registration or, to the defendant’s knowledge, before allotment thereunder; and (iii) as regards every untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document: Provided that this subsection shall not apply in the case of a person liable, by reason of his having given a consent required of him by section fifty-five, as a person who has authorized the issue of the prospectus in respect of an untrue statement purporting to be made by him as an expert. (3 ) A person who apart from this subsection would under subsection (1) be liable, by reason of his ha ving given the consent required of him by section fifty-five, as a person who has authorized the issue of a prospectus in respect of an untrue statement purporting to be made by him as an expert shall not be so liable if he proves— (a ) that, having given his consent under section fifty-five to the issue of the prospectus, he withdrew it in writing before delivery of a copy of the prospectus for registration; or (b ) that, after delivery of a copy of the prospectus for registration and before allotment thereunder, he, on becoming aware of the untrue statement, made an immediate written withdrawal of his consent and gave reasonable public notice of such withdrawal and of the reason therefore; or