A.D. 1927. manager to make good the default within such time as may be specified in the order. Amendment of s. 102 of principal Act. [M.A.,p. 57.] Amendment of s. 104 of principal Act. [R. 66, V.] (2) The court may, on an application made to the court by the liquidator of a company, by order fix the amount to be paid by way of remuneration to any 5 person who, under the powers contained in any instrument, has been appointed as receiver or manager of the property of the company, and may from time to time, on an application made either by the liquidator or by the receiver or manager, vary or amend any order so 10 made. 41. Section one hundred and two of the principal Act (which confers on debenture holders the right to inspect the register of debenture holders and of requiring copies of the trust deed) shall be amended as follows:- 15 (a) For the words "with the articles" there shall be substituted the words "with the provisions "contained in the articles or in the debentures 66 or, in the case of debenture stock, in the (b) At the end of subsection (3) there shall be 25 66 register or direct that the copies required "shall be sent to the persons requiring them." 42.-(1) Section one hundred and four of the 30 principal Act (which gives power to re-issue redeemed debentures in certain cases) shall have effect as though the following subsections were substituted for subsections (1) and (2) thereof : 66 "(1) Where either before or after the passing of this 35 5 10 15 manifested its intention that the debentures A.D. 1927. (2) Where a company has power to re-issue deben- (2) Subsection (5) of the said section one hundred and four from the words " or (b) any power to the end thereof shall be repealed. (3) Where any debentures which have been redeemed 20 before the date of the commencement of this Act are re-issued subsequently to that date, the re-issue of the debentures shall not prejudice any right or priority which any person would, if this section had not passed, have had under or by virtue of any mortgage or charge created 25 before the date of the commencement of this Act. 30 35 40 43.-(1) Section one hundred and nine of the Amendprincipal Act (which relates to the investigation of the ments as to affairs of companies by Board of Trade inspectors) shall investigabe amended as follows: tions of companies' (a) In subsection (2) after the word "security" there affairs by (b) The following subsection shall be substituted inspectors. [R. 60, I.] "(5) If any officer or agent of the company [M.A., p.57.] refuses to produce to the inspectors any book or document which it is his duty under this section so to produce, or refuses to answer any question which is put to him by the inspectors with respect to the affairs of the A.D. 1927. [R. 60, I.] refusal under their hand to the court, and the court may thereupon enquire into the case, and after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any state- 5 ment which may be offered in defence, punish the offender in like manner as if he had been guilty of contempt of the court: " (c) Subsection (7) shall cease to have effect : (d) There shall be added to the section the following 10 new subsections : 66 (7) If from the report it appears to the Board of Trade that any person has been guilty of any offence in relation to the company for which he is criminally liable and 15 that the case is one in which the prosecution ought to be undertaken by the Director of Public Prosecutions, the Board shall refer the matter to him. (8) If where any matter is referred to the 20 Director of Public Prosecutions under this section he considers that the case is one in which a prosecution ought to be instituted and, further, that it is desirable in the public interest that the proceedings in the prosecution 25 should be conducted by him, he shall institute proceedings accordingly, and it shall be the duty of all officers and agents of the company, past and present (other than the defendant in the proceedings), to give to him all assistance 30 in connection with the prosecution which they are reasonably able to give. For the purposes of this subsection the expression "agents" in relation to a company shall be deemed to include the bankers and 35 solicitors of the company and any persons employed by the company as auditors, whether those persons are or are not officers of the company. (9) The expenses of and incidental to an 40 investigation under this section [shall, in any case in which as a result of the investigation a prosecution is instituted by the Director of Public Prosecutions, be defrayed by the 5 Board of Trade, and] in any case in which a A.D. 1927. [(2) Subsection (3) of section thirteen of the Economy 16 & 17 Geo. (Miscellaneous Provisions) Act, 1926 (which provides 5. c. 9. for the issue out of the Bankruptcy and Companies 10 Winding-up (Fees) Account of sums towards meeting the charges estimated by the Board of Trade in respect of salaries and expenses under the principal Act in relation to the winding-up of companies in England) shall have effect as if expenses incurred by the Board 15 under the said section one hundred and nine were expenses incurred by the Board under the principal Act in relation to the winding-up of companies in England. (3) The following shall be substituted for sub- [M.A.,p. 57.] section (3) of section one hundred and ten of the principal 20 Act: "(3) If any officer or agent of the company refuses to produce to the inspectors any book or document which it is his duty under this section so to produce, or refuses to answer any question which is put to him by 25 the inspectors with respect to the affairs of the company, he shall be liable to be proceeded against in the same manner as if the inspectors had been inspectors appointed by the Board of Trade." 44.-(1) Where a company registered in Scotland Amendment 30 carries on business in England the process of any court as to service of process. in England may be served on the company by leaving it at or sending it by post to the principal place of business of the company in England addressed to the manager or other head officer in England of the company. 35 (2) Where process is served on a company under this section, the person issuing out the process shall send a copy thereof by post to the registered office of the company. 45.-(1) Where a scheme or contract involving the Power to 40 transfer of shares or any class of shares in a company acquire (in this section referred to as "the transferor company") shares of to another company, whether a company within the dissentin shareholders from approved by A.D. 1927. meaning of the principal Act or not (in this section referred to as "the transferee company"), has within four months after the making of the offer in that behalf by the transferee company been approved by the holders of not less than nine-tenths in value of the shares 5 affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and where such a notice is given the transferee company 10 shall, unless on an application made by the dissenting shareholder within one month after the date on which the notice was given the court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which under the scheme or contract the 15 shares of the approving shareholders are to be transferred to the transferee company: Provided that, where any such scheme or contract has been so approved at any time before the commencement of this Act, the court may by order, on an applica- 20 tion made to it by the transferee company within two months after the commencement of this Act, authorise notice to be given under this section at any time within fourteen days after the making of the order, and this section shall apply accordingly, except that the terms 25 on which the shares of the dissenting shareholder are to be acquired shall be such terms as the court may by the order direct instead of the terms provided by the scheme or contract. (2) Where a notice has been given by the trans- 30 feree company under this section and the court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of fourteen days from the date on which the notice has been given, or, if an application to the 35 court by the dissenting shareholder is then pending, after that application has been disposed of, transmit a copy of the notice to the transferor company and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee 40 company for the shares which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares. |