58
Power to
issue ré. deemable preference shares.
19 & 20 Geo.
5, c. 23,
8. 46.
18
Provided that nothing in this section shah be taken to prohibit
(a) where the lending of money is part of the ordinary business of a company, the lending of money by the company in the ordinary course of its business;
(b) the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase by trustees of fully-paid shares in the company to be held by or for the benefit of employees of the company, including any director holding a salaried employment or office in the company; (c) the making by a company of loans to persons, other than directors, bonâ fide in the employ- ment of the company with a view to enabling those persons to purchase fully-paid shares in the company to be held by themselves by way of beneficial ownership.
(2) The aggregate amount of any outstanding loans made under the authority of provisos (b) and (c) to subsection (1) of this section shall be shown as a separate item in every balance sheet of the company.
(3) If a company acts in contravention of this sec- tion, the company and every officer of the company who is in default shall be liable to a fine not exceeding one thousand dollars,
Issue of Redeemable Preference Shares and Shares at Discount.
48.—(1) Subject to the provisions of this section, a company limited by shares may, if so authorised
by its articles, issue preference shares which are, or
at the option of the company are to be liable, to be redeemed:
Provided that-
(a) no such shares shall be redeemed except out of profits of the company which would other-
wise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption;
(b) no such shares shall be redeemed unless they
are fully paid;
(c) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend be trans- ferred to a reserve fund, to be called "the capital redemption reserve fund," a sum equal to the amount applied in redeeming the shares, and the provisions of this Ordin- ance relating to the reduction of the share capital of a company shall, except as provided in this section, apply as
if the capital redemption reserve fund were paid-up share capital of the company;
(d) where any such shares are redeemed out of
the proceeds of a fresh issue, the premium,
if any, payable on redemption, must have been provided for out of the profits of the company before the shares are redeemed
(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 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, the company and every officer of the company who is in default shall be liable to a fine not exceeding one thousand dollars.
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(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 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 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, 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 suance of the last foregoing subsection, the capital redemption reserve fund may, notwithstanding any- thing 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 be issued to members of the company as fully paid bonus shares
49.-(1) Subject as provided in this section, it Power to shall be lawful for a company to issue at a discount issue shares shares in the company of a class aiready issued:
Provided that-
(a) the issue of the shares at a discount must be authorised by resolution passed in general meeting of the company, and sanctioned by the court;
must be
(b) the resolution must specify the maximum rate of discount at which the shares are to be issued;
(c) not less than one year must at the date of the issue have elapsed since the date on which the company was entitled to business;
commence
(d) the shares to be issued at a discount must be issued within one month after the date on which the issue is sanctioned by the court or within such extended time as the court may allow.
(2) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the court for an order sanctioning the issue, and on any such application the court, if, having regard to all the circumstances of the case, it thinks proper so to do, may make an order sanctioning the issue on such terms and conditions as it thinks fit.
(8) Every prospectus relating to the issue of the shares and every balance sheet issued by the company subsequently to the issue of the shares must contain particulars of the discount allowed on the issue of the shares or of so much of that discount as has not been written off at the date of the issue of the docu- ment in question.
If default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine.
at a dis-
Count. 19 & 20 Geo.
5, c. 23,
3. 47.
59