CO129-175 - Sir Kennedy - 1876 [9-12] — Page 250

If any director, manager, or proposer make default in adding such statement, or if any promoter, director, manager, or secretary, make default in giving such notice, he shall be liable to a penalty not exceeding five hundred dollars, and shall also be liable for any damage which the person so elected or appointed may sustain from such default, but the liability of the person elected or up- pointed shall not be affected by such default.

VIII. Any limited company under the principal Ordinance, Existing whether formed before or after the commencement of this Ordi- united com-

pany may, by nance, may, by a special resolution, if authorised so to do by its special resolu regulations, as originally framed, or as altered by special resolution, make tion, from time to time modify the conditions contained in its liability of memorandum of association so far as to render unlimited the directors

ulimited, liability of its directors or managers, or of the managing director; fee. 81. and such special resolution shall be of the same validity as if it' had been originally contained in the memorandum of association, and a copy thereof shall be embodied in or annexed to every copy of the memorandum of association which is issued after the passing of the resolution, and any default in this respect shall be deemed to be a default in complying with the provisions of the fifty-third section of the principal Ordinance, and shall be punished accord- ingly.

Reduction of Capital and Shares.

IX. Any company limited by shares may, by special resolu- Power to tion, so far modify the conditious contained in its toemorandum company to

reduce capital. of association, if authorised so to do by its regulations as originally (see. 91. framed, or us altered by special rosolution, as to reduce its capital; but no such resolution for reducing the capital of any company shall come into operation until an order of the court is registered

by the Registrar of Companies, as is hereinafter mentioned.

reducal" to

X. The company shall, after the date of the passing of any Company to special resolution for reducing its capital, add to its name, until add such date as the court may fx, the words "and reduced," as the its name for a last words in its name, and those words shall, until such date, be limited period. deemed to be part of the name of the company within the mean-sec. 10]. ing of the principal Ordinance.

order confirm-

XI. A company which has passed a special resolution for re- Company to ducing its capital, may apply to the court by petition for an order apply to the confirming the reduction, and on the hearing of the petition, the Court for an court, if sütisfied that with respect to every creditor of the com- ing reduction. pany who, under the provisions of this Ordinance, is entitled to see. 11), object to the reduction, either his consent to the reduction has been obtained, or his debt or claim has been discharged or has determined, or has been secured as hereinafter provided, may make an order confirming the reduction on such terms and subject to such conditions as it deems fit.

object to

reduction, and

XII. Where a company proposes to reduce its capital, every Creditors may creditor of the company who, at the date fixed by the court, is! entitled to any debt or claim which, if that date were the com-ist of objcating mencement of the winding-up of the company, would be admissi- creditors to be ble in proof against the company, shall be entitled to object to settled by the

[sea, 13]. the proposed reduction, and to be entered in the list of creditors cert who are so entitled to object.

The court shall settle a list of such creditors, and for that purpose shall ascertain, as far us possible, without requiring un application from any creditor, the matues of such creditors and the nature and amount of their debts or claims, and may publish notices fixing a certain day or days within which creditors of the company who are not entered on the list are to claim to be so entered or to be excluded from the right of objecting to the pro- posed reduction.

consent of

XIII. Where a creditor whors name is entered on the list of Court may, creditors, and whose debt or claim is not discharged or determined, dispense with does not consent to the proposed reduction, the court may (if it rotter on think fit) dispense with such consent on the company securing security being the payment of the debt or claim of such creditor by setning apart giveo for his and appropriating in such manner as the court may direct, a sum debt. of such amount as is hereinafter mentioned; that is to say:---

(1.) If the full amount of the debt or claim of the creditor

is admitted by the company, or, though not admitted, is such as the company are willing to set apart and ap propriate, then the full amount of the debt or claim shall be set apart and appropriated.

(2.) If the full amount of the debt or claim of the creditor is not admitted by the company, and is not such as the company are willing to set apart and appropriate, or if the amount is contingent or hot ascertained, then the court may, if it think fit, inquire into and adjudicate upon the validity of such debt or claim, and the amount for which the company may be liable in respect thereof,

[sec. 14].

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