A.D. 1927. knowingly and wilfully authorises or permits the contravention shall be liable to the like penalty. Rights of 13. (1) If in the case of any company, the share capital of which is divided into different classes of shares, provision is made by the memorandum 5 or articles for authorising the variation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate 10 meeting of the holders of those shares, and in pursuance of the said provision the rights attached to any such class of shares are at any time varied, the holders of not less in the aggregate than fifteen per cent. of the issued shares of that class, being persons who did not consent 15 to, or vote in favour of the resolution for, the variation, may apply to the court to have the variation cancelled, and where any such application is made the variation shall not have effect unless and until it is confirmed by the court. 20 (2) An application under this section must be made. within seven days after the date on which the consent was given or the resolution was passed, as the case may be, and may be made on behalf of the shareholders entitled to make the application by such one or more of their 25 number as they may appoint in writing for the purpose. (3) On any such application the court, after hearing the applicant and any other persons who apply to the court to be heard and appear to the court to be interested in the application, may, if it is satisfied, having regard 30 to all the circumstances of the case, that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation. (4) The decision of the court on any such application 35 shall be final. (5) The company shall within fifteen days after the making of an order by the court on any such application forward a copy of the order to the registrar of companies, and if the company fails to comply with this provision 40 it shall be liable to a fine not exceeding five pounds for every day during which the default continues, and every director, manager, secretary or other officer of the company who knowingly and wilfully authorises or A.D. 1927. permits the default shall be liable to the like penalty. (6) The expression "variation" in this section includes abrogation and the expression "varied" shall 5 be construed accordingly. 10 15 20 25 30 14. (1) Subject to the provisions of this section, a Power to company limited by shares may, if so authorised by its issue rearticles, issue preference shares which are, or at the deemable option of the company are to be liable, to be redeemed: preference Provided that— (a) no such shares shall be redeemed except out (b) no such shares shall be redeemed unless they (c) where any such shares are redeemed otherwise (2) There shall be included in every balance sheet of a company which has issued redeemable preference shares a statement specifying what part of the issued capital of the company consists of such shares and the 35 date on or before which those shares are, or are to be liable, to be redeemed. If a company fails to comply with the provisions of this subsection it shall be liable to a fine not exceeding one hundred pounds, and every director, manager, secre40 tary or other officer of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty. shares. A.D. 1927. Reduction of capital. [R. 21.] (3) Subject to the provisions of this section, the redemption of preference shares thereunder may be effected on such terms and in such manner as may be provided by the articles of the company. (4) Where in pursuance of this section a company 5 has redeemed or is about to redeem any preference shares, it shall have power to issue shares up to the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued, and accordingly the share capital of the company shall not 10 for the purposes of any enactments relating to stamp duty be deemed to be increased by the issue of shares in pursuance of this subsection: Provided that where new shares are issued before the redemption of the old shares, the new shares shall not, 15 so far as relates to stamp duty, be deemed to have been issued in pursuance of this subsection unless the old shares are redeemed within one month after the issue of the new shares. (5) Where new shares have been issued in pur- 20 suance of the last foregoing subsection, the capital redemption reserve fund may, notwithstanding anything in this section, be applied by the company, up to an amount equal to the nominal amount of the shares so issued, in paying up unissued shares of the company to 25 be issued to members of the company as fully paid bonus shares. 15.-(1) The following section shall be substituted for section forty-eight of the principal Act (which provides for the addition to the name of a company of 30 the words "and reduced ") :— 66 : Where the court makes an order confirming a reduction of the share capital of a company it may, if for any special reason it thinks proper so to do, direct that the company shall, during 35 such period (commencing on or at any time after the date of the order) as is specified in the order, add to its name as the last words thereof the words ' and reduced,' and those words shall, until the expiration of the period specified, be deemed 40 to be part of the name of the company." (2) Where an application has been made to the A.D. 1927. court for the confirmation of a reduction of share capital which involves either the diminution of any liability in respect of unpaid share capital or the payment to any 5 shareholder of any paid-up share capital, the court may, if having regard to any special circumstances of the case it thinks proper so to do, direct that section forty-nine of the principal Act (which makes provision with respect to objections by creditors and the settlement of a list of 10 the objecting creditors in cases of reduction of capital), shall not, as regards any class or any classes of creditors, apply in relation to the reduction to which the application relates, and, where the court so directs, the consent of the creditors of that class or those classes to the 15 reduction shall not be required. (3) Section forty of the principal Act (which gives power to return accumulated profits in reduction of paid-up share capital), shall cease to have effect. 16. Section sixty-two of the principal Act (which Amendment 20 relates to the registered office of a company) shall be of s. 62 of amended as follows: 25 30 35 40 principal Act. (a) In subsection (1) after the word "shall" there [M.A., p.53.] shall be inserted the words "as from the day 66 on which it begins to carry on business or as "from the fourteenth day after the date of its incorporation, whichever is the earlier": 66 66 (b) In subsection (2) after the word "given" there (c) The following shall be substituted for subsection "(3) If a company makes default in complying with the requirements of this section it shall be liable to a fine not exceeding five pounds for every day during which the default continues, and every director, manager, secretary or other officer of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.” A.D. 1927. 17. Section sixty-five of the principal Act (which relates to the first statutory meeting of a company) shall Amendment be amended as follows: of s. 65 of Act. pp. 53, 54.] Amendment of s. 66 of principal Act. [M.A., p.54.] (a) For the words in subsection (1) from the (b) The following shall be substituted for sub- 10 66 (10) Nothing in this section shall apply (c) At the end of the section there shall be inserted 66 15 (11) In the event of any default in 18. Section sixty-six of the principal Act (which 66 25 (a) In subsection (1) for the words "the holders of 66 66 (b) The following shall be substituted for sub- 66 35 (3) If the directors do not within twenty- H |
