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43. Where a company has passed and confirmed a re- Application solution for reducing share capital it may apply by petition to court for to the court for an order confirining the reduction.
confirming order.
8 Bw. 7 c. 69 s. 47.
of and
49. On and from the confirmation by a company of a re- Addition to solution for reducing sharo capital, or where the reduction name of does not involve either the diminution of any liability in any respect of unpaid share capital or the payment to any share reduced." holder of any paid-up share capital, then on and from the 77.8. 48. presentation of the petition for confirming the reduction, the company shall add to its name, until such date as the court may fix, the words "and reduced," as the last words in its name, and those words shall, until that date, be deemed to be part of the name of the company!
Provided that, where the reduction does not involve 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 it thinks expedient, dispense altogether with the addition of the words "aud reduced."
and settle-
60-(1) Where the proposed reduction of share capital Objections involves either diminution of liability in respect of unpaid by creditors, share capital or the payment to any shareholder of any paid- ment of list up share capital, and in any other ense if the court so directs, of objecting every creditor of the company who at the date fixed by the creditore. court is entitled to any debt or claim which, if that date 75. s. 19. were the commencement of the winding up of the company, would be admissible in proof against the company, shall be entitled to object to the reduction.
(2) The court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain, as far as possi- ble without requiring an application from any creditor, the names of those ere liters 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 ro be excluded from the right of objecting to the reduction.
(3) Where a creditor entered on the list whose debt or elaini is not discharged or 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 pay- ment of his debt or claim by appropriating, as the court may direct, the following amount; (that is to say,)--
(If the company admirs the full amount of his debt or claim, or, though not admitting it, is willing to provide for it, then the fall amount of the debt or claim;
(2) If the company does not admit or is not willing to provide for the full amount of the debt or etaim, or if the amount is contingent or not ascertained, then an amount fixed by the court after the like inquiry and adjudication as if the company were being wound up by the court.
61. The court, if satisfied, with respect to every creditor Order
of the company who under this Ordinance is entitled to ob- confirming ject to the reduction, that either his consent to the reduction reduction. has been obtained or his debt or claim has been discharged . 8. 59. or has determined, or has been secured, may make an order confirming the reduction ou such terms and conditions as it thinks fit.
52.-(1) The registrar of companies on production to Registration him of an order of the court confirming the reduction of the of order and sbare capital of a company, and the delivery to him of a minute of reduction. copy of the order and of a minate (approved by the court),
Ib. s. 51. showing with respect to the share capital of the company, as altered by the order, the amount of the share capital, the number of shares into which it is to be divided, and the amount of each share, and the amonut (if any) at the date of the registration deemed to be paid up on each shore, shall register the order and minute.
(2) On the registration, and not before, the resolution for reducing share capital as confirmed by the order so registered shall take effect.
Mloure to
memoran) -
dum.
(3) Notice of the registration shall be published in such manner as the court may direct.
(4) The registrar shall certify mader his hand the regis tration of the order and minute, and his certficate shall be courlusive evidence that all the requirements of this Or- dinance with respect to reduction of share capital luve heen complied with, and that the share capital of the company is such as is stated in the minute.
58.-1) The minute when registered shall be deemed form part of to be substituted for the corresponding part of the mentor. andum of the company, and shall be valid and alterable as if it had been originally contained therein; amt must be emtalied in every copy of the memorandum issued after its registration.
8 Ew. 7 c.
69 s. 52.
Liability of members in respect of
reduced shares.
Ib. s. 33.
of name of creditar.
JA, s. 51.
(2) If a company makes default in complying with the requirements of this section it shall be liable to a fine nor exceeding teu dollars for each copy in respect of which default is made, and every director and manager of the company who knowingly and wilfully authorises or permite the default shall be liable to the like penalty.
54. A member of the company, pust or present, shall not be liable in respect of any share to any call or contri Intion exceeding in amour the difference (if any) between the amount paid, or (ne the case may he) the reduced amount, if any, which is to be deemed to have been paid, on the share and the amount of the share as fixed by the mi-
nure:
Provided that if any creditor, entitied in respect of any debt or claim to object to the reduction of share capital, is, hy reason of his ignorance of the proceedings for reduction, or of their nature and effect with respect to his claim, not entered on the list of creditors, aual, after the reduction, the company is unable, within the meaning of the provisions of this Ordinance with respect to winding up by the court, to pay the amount of his debt or claim, then-
(i) every person who was a member of the company at the date of the registration of the order for reduction and minute, shall be liable to contri- bute for the payment of that debt or clabo T amount not exceeding the amount which he would have been able to contribute if the com- pany had commenced to be wound up on the day before that registration; nud
(i) if the company is wonni up the court, on the application of any such creditor,, and proof of his ignorance as aforesaid may, if it thinks fit, settle accordingly a list of persons s0 liable to contribute, and make and enforce calls and orders on the contriintories settled on the list as if they were ordinary contributories in a winding up.
Nothing in this section shall alert the rights of the contributories among themselves,
Penalty ou
55. If any director, manager, or other of the company concealment wilfully concenis the uame of any creditor entitled to objeét to the reduction, or wilfully misrepresents the nature or amount of the debt or claim of any creditor, or if any director or manager of the company aids or abets in or is privy to any such encealment or disrepresentation as aforesaid, every such director, manager, or officer shall be guilty of a misdemeanor,
Publication
of reasons
for
ratuction.
16. g. 55.
56. In any case of reduction of shume capital, the court may require 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 give proper information to the public, and, if the court thinks fit, the causes which led to the reduction.
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