Right of de- benture holders to inspect the register of debenture holders and to have copies of
frust deed.
8 Edw. 7 c.
69A, 102.
Perpetual debentures. Fb. s. 108.
Power to re-issue re- deemed de- bentures inA certain cases. 7. A. 14
12
(2) If inspection of the said copies or register is refused, any officer of the company refusing inspection, and every director and manager of the company authorising or know- ingly and wilfully permitting the refusal, shall be liable to a fine not exceeding fifty dollars, and a further fine not exceeding twenty dollars for every day during which the refusal continues; and, in addition to the above penalty any judge of the Court sitting in chambers may by order compel an immediate inspection of the copies or register.
(3) If such inspection cannot be obtained at the registered office of the company with the exercise of a reasonahie amount of diligence, the company shall be liable to the same penalties as if such inspection had been actually refused.
104.-(1) Every register of holders of debentures of a company shall, except when closed in accordance with the articles during such period or periods (not exceeding in the whole thirty days in any year) as may be specified in the articles, be open to the inspection of the registered holder of any such debentures, and of any holder of shares in the company, but subject to such reasonable restrictions as the company may in general meeting impose, so that at least two hours in each day are appointed for inspection, and every such holder may require a copy of the register or any part thereof on payment of twenty-five cents for every one hundred words required to be copied.
(2) A copy of any trust deed for securing any issue of debentures shall be forwarded to every holder of any such debentures at his request on payment in the case of a printed trust decl of the sum of one dollar or such less som us may be prescribed by the company, or, where the trust deed has not been printed, on payment of twenty-five rents for every one hundred words required to be copied.
(3) If inspection is refused, or a copy is refused or not forwarded, the company shall be liable to a fine not ex- ceeding fifty dollars, and to a further fine not exceeding twenty dollars for every day during which the refusal continues, and every director, manager, secretary, or other officer of the company who knowingly authorises or permits such refusal shall incur the like penalty.
(4) If such inspection enunot be obtained at the regis tered office of the company with the exercise of a reason- able amount of diligence, the company shall be able to the same penalties as if such inspection had been actually refused.
Debentures and Floating Charges.
105. A condition contained in any debentures or in any deed for securing any debentures, whether issued or executed before or after the passing of this Ordinance, shall not be invalid by reason only that thereby the deben- tures are made irredeemable, or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long, any rule of equity to the contrary notwithstanding,
100-() Where either before or after the passing of this Ordinance a company has redeemed any debentures pre- viously issued, the company, unless the articles or the conditions of issue expressly otherwise provide, or unless the debentures have been redeemed in pursuance of any obligation on the company so to do (not being au obliga- tion enforceable only by the person to whom the redeemed debentures were issued or his assigns), shall have power, and shall be deemed always to have had power, to keep the debentures alive for the purposes of re-issue, and where company has purported to excreise such a power the company shall have power, and shall be deemed always to have had power, to re-issue the debentures either by re-issuing the same debentures or by issuing other debeu- tures in their place, and upon such a re-issue the person entitled to the debentures shail have, and shall be deemed always to have had, the same rights and priorities as if the debentures had not previously been issued.
43
(2) Where with the object of keeping debentures alive for the purpose of re-issue they have cirler before or after the passing of this Ordinance been transferred to a nominee of the company, a transfer from that nominee shall be deemed to be a re-issue for the purposes of this section.
(3) Where a company has either before or after the passing of this Ordinance deposited any of its debentures to seeuro advances from time to time on citrent account or otherwise, the debentures shall not be deemed to have been redeemed by reason only of the account of the company having ceased to be in debit whilst the debentures remained
so deposited.
(4) The re-issue of a debenture or the issue of another debenture in its place under the power by this section, given to, or deemed to have been possessed by, a company, whether the re-issue was made before or after the passing of this Ordinance, shall be treated as the issue of a new debenture for the purposes of stamp duty, but it shall not be so treated for the purposes of any provision limiting the amount or number of debentures to be issued:
Provided that any person lending money on the security of a debenture re-issued under this section which appears
to be duly stumped may give the debenture in evidence in any proceedings for enforcing his security without payment of the stamp duty or sny penalty in respect thereof, unless he had notice or, but for his negligence, might have dis- covered, that the debenture was not duly stamped, bat in any such case the company shall be liable to pay the proper stamp duty and penalty.
(5) Nothing in this section shall prejudice-
(4) the operation of any judgment or order of a court of competent jurisdiction pronounced or made before the date of the coming into operation of this Ordinance as between the parties to the proceedings in which the judg- ment was pronounced or the order male, and any appeal from any such judgment or order shall be decided as if this Ordinance had not been passed; or
(6) any power to issue debentures in the place of any debentures paid off or otherwise satisfied
or extinguished, reserved to a company by
its debentures or the securities for the same.
107. A contract with a company to take up and pay Specific per for any debentures of the company may be enforced by an formance of order for specific performance.
contract to subscribe for debentures.
8 Edw. 7 c. 69 s. 105.
108.-(1) Where either & receiver is appointed on Payments of behalf of the holders of any debentures of a company certain debts secured by a floating charge, or possession is taken by or out of assets
subject to on behalf of those debenture holders of any property com- iloating prised in or subject to the charge, then, if the company charge in is not at the time in course of being wound up, the debts priority to which in every winding-up are under the provisions of claim under Part IV of this Ordinance relating to preferential pay- b. 2. 107.
ments to be paid in priority to all other debts, shall be paid forthwith out of any assets coming to the hands of the receiver or other person taking possession as aforesaid in priority to any claim for principal or interest in respect
of tho debentures,
(2) The periods of time mentioned in the said provisions of Part IV of this Ordinacce shall be reckoned from the date of the appointment of the receiver or of possession being taken as aforesaid, as the case may be.
(3) Any payments made under this section shall be recouped as far as may be out of the assets of the company available for payment of general creditors.
Statement to be published by Banking and certain other Companies.
the charge.
109.-(1) Every company being a limited banking com- Certain pany or an insurance company or a deposit, provident, or companies benefit society shall, before it commences business, and also to publish
schedule. on the first Monday in February and the first Tuesday in statement in August in every year during which it carries on business, b. 6. 108. make a statement in the form marked C in the First Schedule to this Ordinance as near thereto as circumstances will admit.
432
No comments yet.
Private notes are available after approval.