62
Special resolution
for reduction
of share capital.
19 & 20 Geo.
5, c. 23,
3. 55.
Application
to court for confirming order, objections
by creditors, and settle-
ment of list of objecting
creditors.
19 & 20 Geo.
5, c. 23,
8. 56.
22
(d) The payment shall be made only for such period as may be determined by the court, and that period shall in no case extend beyond the close of the half year next after the haif year during which the works or buildings have been actually completed or the plant provid- ed:
(e) The rate of interest shall in no case exceed four per cent. per annum or such other rate as may for the time being be prescribed by the court:
(f) The payment of the interest shall not operate as a reduction of the amount paid up on the shares in respect of which it is paid:
(g) The accounts of the company shall show the share capital on which, and the rate at which, interest has been paid out of capital during the period to which the accounts relate:
(2) If default is made in complying with proviso (g) to subsection (1) of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding five hundred dollars.
Reduction of Share Capital.
57.-(1) Subject to confirmation by the court, company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles, by special resolution reduce its share capital in any way, and in particular, with- out prejudice to the generality of the foregoing power, may-
(a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up: or
(b) either with or without extinguishing or reduc- ing liability on any of its shares, cancel any paid-up share capital which is lost or un- represented by available assets; or
or
(c) either with or without extinguishing
reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the company,
and may, if and so far as is necessary, alter its memo. randum by reducing the amount of its share capital and of its shares accordingly.
(2) A special resolution under this section is in this Ordinance referred to as "a resolution for reducing share capital."'
58. (1) Where a company has passed a resolution for reducing share capital, it may apply by petition to the court for an order confirming the reduction.
(2) Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, and in any other case if the court so directs, the following provisions shall have effect, subject nevertheless to the next following subsection:-
(a) Every creditor of the company who at the date fixed by the court is entitled to any debi or claim which, if that date were the com- mencement of the winding up of the company, would be admissible in proof against the company, shall be entitled to object to the reduction :
(b) The court shali settle a list of creditors ac entitled to object, and for that purpose shali ascertain, as far as possible without requiring an application from any creditor, the nameş
23
of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a day or days within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction : (c) Where a creditor entered on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of his debt or claim by appropriating, as the court may direct, the following amount:-
(i) If the company
full admits the amount of the debt or claim, or, though not admitting it, is willing to provide for it. then the full amount of the debt or claim;
(ii) If the company does not admit and is not willing to provide for the full amount of the debt or claim, or if the amount is contingent or not ascertained, then amount fixed by the court after the like inquiry and adjudication as if the company were being wound up by the court.
an
(3) Where a proposed reduction of share capital involves either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, the court may, if having regard to any special circums- tances of the case it thinks proper so to do, direct that subsection (2) of this section shall not apply as regards any class or any classes of creditors.
59.-(1) The court, if satisfied, with respect to Order every creditor of the company who under the last confirming foregoing section is entitled to object to the reduction, reduction
and powers that either his consent to the reduction has been of court obtained or his debt or claim has been discharged or on making has determined, or has been secured, may make an such order. order confirming the reduction on such terms and 19 & 20 Geo.
5, c. 23, conditions as it thinks fit.
5. 57.
(2) Where the court makes any such order, it may-
(a) if for any special reason it thinks proper so to do, make an order directing that the com- pany shall, during 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
(b) make an order requiring the company to publish as the court directs the reasons for reduction or such other information in regard thereto as the court may think expedient with a view to giving proper information to the public, and, if the court thinks fit, the causes which led to the reduction.
(3) Where a company is ordered to add to its name the words "and reduced," those words shall, until the expiration of the period specified in the order, be deemed to be part of the name of the company.
reduction.
60. (1) The registrar of companies, on production Registra to him of an order of the court confirming the tion of reduction of the share capital of a company, and the order and delivery to him of a copy of the order and of a minute minute of approved by the court, showing with respect to the 19 & 20 Geo. share capital of the company, as altered by the order, 5, c. 23, the amount of the share capital, the number of shares s. 58. into which it is to be divided, and the amount of each share, and the amount, if any, at the date of the registration deemed to be paid up on cach share, shall register the order and minute.
63