18
www....
time to time exceeds the amount of calls subsequently made on the shares in respect of which it has been retained, the company shall pay the interest received from time to time on the securities].
(4) The amout retained and invested shall be held to represent the future calls which may be undo to replace the share capital so reduced on those shares, whether the amonut obtained on sale of the whole or such proportion thereof us represents the amount of any call when made produces nuore or less than the amount of the call.
(5) On a redaction of paid-up share capital in pursuance of this section, the powers vested in the directors of waking calls on shareholders in respect of the amount unpaid on their shares shail extend to the amount of the unpaid share capital as augmented by the reduction.
(6) After any reduction of share expital under this section the company shall specify in the annual list of members required by this Ordinance the amounts retained at the request of any of the shareholders in pursuance of this section, and shall specify in the statements of acconut Jail before any general meeting of the company the amount of undivided profits returned in reduction of paid-up share capital under this section.
deposits
42.-(1) A company limited by shares, if so authorised Power of by its articles, may alter the conditions of its memorandum company as follows (that is to say), it may
limited by shares to
(a) increase its share capital by the issue of new alter its
shares of such amount as it thinks expedient; 8 Edw. 7 e.
sbare capital.
(6) consolidate and divide alt or any of its share 69 a. 11.
capital into shares of larger amount than its existing shares ;
(e) convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination
(4) subdivide its shares, or any of them, into shares of smaller amount than is fixed by the mnemor- audum, so, however, that in the subdivision the proportion between the amouut paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; (2) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.
(2) The powers couferred by this section with respect to subdivision of shares must be exercised by special resolution.
(3) Where any alteration has been made under this section in the memorandum of a company, every copy of the memorandum issued after the dare of the alteration shall be in accordance with the alteration.
If a company makes default in complying with this provision it shall be liable to a fine not exceeding ten dollars for each copy in respect of which default is made; and every director and manager of the company who knowingly and wilfully authorises or permits the default shalf be liable to the like penalty.
(4) A cancellation of shares in pursuance of this section shall not be deemed to be a reduction of share capital with in the meaning of this Ordinace,
of share
43. Where a company having a share capital has con- Notice to solidated and divided its simre capital into shares of larger registrar of amount than its existing shares, or converted any of its consolidation shares into stock, or reconverted stock into shares, it shall
capital, con- give notice to the registrat of companies of the consolida- version of rion, division, conversion, or reconversion specifying the shares into shares consolidated, divided, or converted, or the stock re- stock, &e.
th. 9. 12.
converted.
Effect of conversion of shares into stock.
s Edw. 7 c.
69 s. 13.
Notice of increase of
oy of mem- bers.
Ib. 3. 44.
GT
44. Where a empany having a share capital has con- verted any of its shares into stock, and given notice of the conversion to the registrar of companies, all the provisions of this Ordinance which are applicable to shares only shall cense as to so much of the share capital us is converted into stock; and the register of members of the company, and the list of members to be forwarded to the registrar, shall show the amount of stock held by each nieber in- stead of the amount of shares and the particulars relating to abares herein before required by this Ordinance.
45.-) Where a company having a share capital, whether its shares bave or have not been converted into stock, share capital has increased its share capital beyond the registered capital, and where a company not having a share capital has in- creased the number of its members beyond the registered number, it shall give to the registrar of companies, in the ense of an increase of share capital, within twenty-eight days after the passing, or in the case of a special resolution the confirmation, of the resolution authorising the inercase, and in the case of an increase of members within fifteen days after the increase was resolved on or took place, notice of the increase of capital or members, and the registrar shall record the increase.
Reorgani- sation of share capital, Ib. s. 15.
Special resolution
(2) If a company makes default in complying with the requirements of this section it shall be liable to a fine not exceeding fifty dollars for every day during which the default continues, and every director and manager of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.
46.-(1) A company limited by shares may, by special resolution confirmed by an order of the court, modify the conditions contained in its memorandum so as to reorganise its share capital, whether by the consolidation of shares of different classes or by the division of its shares into shares of different classes:
Provided that no preference or special privilege attached to or belonging to any class of shares shall be interfered with except by a resolution passed by a unjority in num- ber of shareholders of that class hokling three-fourths of the share capital of that class and confirmed at a meeting of shareholders of that class in the same manner as á special resolution of the company is required to be con- firmed, and every resolution so passed shall bind all simre- holders of the class.
(2) Where an order is made under this section an office copy thereof shall be filed with the registrar of companies within seven days after the making of the order, or within such further time as the court may allow, and the resolution shall not take effect until such a copy has been so filed.
Reduction of Share Capital,
47.-(1) Subject to confirmation by the court, a com- pany limited by shares, if so wuthorised by its articles, may for reduction by special resolution reduce its share capital in any way. and in particular (without prejudice to the generality of the foregoing power) may--
of share
capital.
Įb, s. 46.
(a) Extinguish or reduce the liability on any of its
shares in respect of share capital not paid up;
or
(6) Either with or without extinguishing or redue. ing liability on any of its shares, cancel any paid-up share capital which is lost or unrepre- sented by available assets; or
() Either with or without extinguishing or redue- ing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the company,
and tuny, if and so far as is necessary, alter its memoran- dum by reducing the amount of its sliare capitul and of its shares accordingly.
(2) A special resolution under this section is in this Or- dinance called a resolution for reducing share capital,
310