Amendment of reston 148.
$.
Addition i
new weption
16
he may himself bring such proceedings in the name of and on behalf of the body corporate.
(4) The Government shall indemnify the body corporate against any costs or expenses incurred by it in or in con- nexion with any proceedings brought by vittue of subacction (3).".
Section 148 of the principal Ordinance is amended-
(a) in subsection (la), by deleting 147(4), to such extent as,
either case," and substituting the following-
"147(3), or who is ordered to pay the whole or any part of the costs of any such proceedings, to such exient us";
(b) in subsection (3) by deleting "147(4), including expenses incurred
by virtue of subsection (5)" and substituting the following-
"1147(3), including expenses incurred by virtue of sub- section (4)".
6. The principal Ordinance is amended by adding after section 168 the following
Allerballve feeds 19 wiedlog up un
tack of wallstr prejudice.
17. 1949 c. 39.
.210.1
"Minorities
1684. (1) Any member of a company who complains that the affairs of the company are being conducted" in a manner unfairly prejudicial to the interests of some part of the members (including himself) or, in a case falling within section 147(2)(b), the Financial Secretary, may make an application to the court by petition for an order under thin rection.
(2) If on any pelition under this section the court is of opinion that the company's affairs are being conducted in a manner unfairly prejudicial to the interests of some part of the members, whether or not such conduct consists of an isolated act or a series of acts, the court may, with a view to bringing to an end the matters complained of-
(a) make an order restraining the commission of any
such act or the continuance of such conduct, (b) order that such proceedings as the court may think fit shall be brought in the name of the company against such person and on such terms as the court may so order;
(c) make such other order as it thinks fit, whether for regulating the conduct of the company's affairs in future, or for the purchase of the shares of any members of the company by other members of the company or by the company and, in the case of a purchase by the company, for the reduction accord- ingly of the company's capital, or otherwise.
(3) Where an order under this section makes any altera- tion in or addition to the memorandum or articles of a company, then, gotwithstanding anything in any other provi- sion of this Ordinance but subject to the provisions of the order, the company shall not have power without the loave of the court to make any further alteration in or addition to the memorandum or articles inconsistent with the provisions of the order; but, subject to the provisions of this subsection. the alterations or additions made by the order shall be of the same effect as if duly made by resolution of the company
7.
5
and the provisions of this Ordinance shall apply to the memorandum or articles as so altered or added to accord- ingly,
(4) An office copy of any order under this section altering or adding to, or giving leave to alter or add to, a company's memorandum or articles shall, within 14 days after the making thereof, be delivered by the company to the Registrar for registration; and if a company makes" default in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine of $50.
(5) The personal representative of a person who, at the date of his death. was a member of a company, or any trustee of, or person beneficially interested in, the shares of a company by virtue of the will or intestacy of any such person, may apply to the court under subsection (1) for an order under this section and, accordingly, any reference in that subsection to a member of a company shall be con- strued as including a reference to any such personal repre- sentative, trustee or person beneficially interested.
(6) Section 296 shall apply in relation to a petition under this section as it applies in relation to a winding-up petition.".
Section 180 of the principal Ordinance is amended by insecting Assendment of after subsection (1) the following-
"(IA) Where the petition is presented by members of the company as contributories on the ground" that it is just and equitable that the company should be wound up, the court shall not refuse to make a winding-up order on the ground only that some other remedy Is available to the petitioners unless it is also of opinion that they are acting unreasonably in speking to have the company wound up instead of pursuing that other remedy.".
B.
Section 345 of the principal Ordinance is amended-
(a) by being renumbered as subsection (1); and
(5) by inserting the following-
15
(Cap. 50.)
"(2) This section shall not apply to formed-
a partnership
(a) for the purpose of carrying on practice as solicitors and consisting of persons cach of whom is a solicitor qualified to act as such under the Legal Practitioners Ordinance,
(5) for the purpose of carrying on practice as account- ants and consisting of persons" each of whom is registered as a professional accountant and holds a practising certificate under the Professional Account- ants Ordinance;
(c) for the purpose of carrying on business at a member of a recognized stock exchange and consisting of persons each of whom is a member of that exchange; (d) for the purpose of carrying on a profession, voca- tion or business specified in regulations made by the Governor in Council and consisting of persons who satisfy any conditions imposed by those regulations.
section. 180.
Amendment of BACUUM 343.