244
245
Rights of
holders of
special classes of shares.
19 & 20 Geo. 5, c. 23,
s. 61.
Nature of shares.
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26
Variation of Shareholders' Rights.
63.-(1) If in the case of a company, the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorising the variation of the rights altached 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 OT the sanction of a resolution passed at a separate 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 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.
(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 share- holders entitled to make the application by such one or more of their 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 to all the circumstances of the case, that the variation would unfairly prejudice the share- holders 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 applica- tion shall be final
(5) The company shall within fifteen days after the making of an order by the court on any such applica- tion forward a copy of the order to the registrar of companies, and, if default is made in complying with this provision, the company and every officer of the company who is in default shall be liable to a default fine.
(6) The expression "variation" in this section includes abrogation and the expression "varied" shall be construed accordingly.
Transfer of Shares and Debentures, Evidence of Title &c.
64. (1) The shares or other interest of any mem ber in a company shall be personal estate, transferable
19 & 20 Gec. in manner provided by the articles of the company,
and shall not be of the nature of real estate
5, c..23,
3. 62.
Transfer not to be
registered except on production of instru. ment of
transfer.
19 & 20 Geo.
5, c. 23,
3. 63.
(2) Each share in a company having a share capital shall be distinguished by its appropriate number.
65. Notwithstanding anything in the articles of company, it shall not be lawful for the company to register a transfer of shares in or debentures of the company unless a proper instrument of transfer has been delivered to the company:
Provided that nothing in this section shall prejudice any power of the company to register as shareholder or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted by operation of law,
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66. A transfer of the share or other interest of e Transfer by lecensed member of a company made by his personal personal representative shall, although the personal representa- representa- tive is not himself a member of the company, be a8 19 & 20 Geo. valid as if he had been such a member at the time 5, c. 27 of the execution of the instrument of transfer.
tive.
8. 64.
67. On the application of the transferor of any Registration share or interest in a company, the company shall of transfor enter in its register of members the name of the at request transferee in the same manner and subject to the of trans-
feroz. same conditions as if the application for the entry 19 & 20 Geo. were made by the transferee.
5, c. 23, 3. 65.
68. (1) If a company refuses to register a transfer Notice of of any shares or debentures, the company shall, within refusal to two months after the date on which the transfer was register lodged with the company, send to the transferee notice 19 & 20 Geo. of the refusal.
5, c. 23, 3. 66.
(2) If default is made in complying with this section, the company and every director, manager, secretary
or other officer of the company who is knowingly a party to the default shall be liable to a fine not exceeding fifty dollars for every day during which the default continues.
transfer.
69. (1) Every company shall, within two mouths Duties of after the allotment of any of its shares, debentures, company
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or debenture stock, and within two months after the with respect
to issue of date which transfer of any such shares, certificates. debentures, or debenture stock, is lodged with the 19 & 20 Geo, company, complete and have ready for delivery the 5, c. 23, certificates of all shares, the debentures, and the 5. 67. certificates of all debenture stock allotted or trans- ferred, unless the conditions of issue of the shares, debentures, or debenture stock otherwise provide.
1921.
The expression "transfer" for the purpose of this Ordinance subsection means a transfer duly stamped and other- No. 8 of wise valid, and does not include such a transfer as the company is for any reason entitled to refuse to register and does not register.
(2) If default is made in complying with this section, the company and every director, manager, secretary or other officer of the company who is knowingly a party to the default shall be able to a fine not exceeding fifty dollars for every day during which the default continues,
(3) If any company on whom a notice has been served requiring the company to make good any default in complying with the provisions of subsection (1) of this section fails to make good the default with- in ten days after the service of the notice, the court may, on the application of the person entitled to have the certificates or the debentures delivered to him, make an order directing the company and any officer of the company to make good the default within such time as may be specified in the order, and any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of the company responsible for the default.
70. A certificate, under the common seal of the Certificate to company, specifying any shares held by any member, be evidence
of title. shall be prima facie evidence of the title of the mem- 19 & 20 Geo. ber to the shares.
5, c. 23,
■. 68.
19 & 20 Geo.
71. The production to a company of any document Evidence of which is by law sufficient evidence of probate of the grant of will, or letters of administration of the estate, or probate. confirmation as executor, of a deceased person having 5, c. 23. been granted to some person shall be accepted by the s. 69. company, notwithstanding anything in its articles as sufficient evidence of the grant.
for "five pounds"
for "five pounds"