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do.
do.
Fower to acquire
shares of shareholders dissenting from
scheme or contract
approved by majority. 19 & 20 Geo. 5, c. 23, *. 165.
70
S
days after the making of the order, and if default made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine.
in-
(4) In this section the expression "property cludes property, rights and powers of every descrip- tion, and the expression "liabilities" includes duties.
(5) Notwithstanding the provisions of subsection (5) of the last foregoing section, the expression "com. pany in this section does not include any company other than a company within the meaning of this Ordinance.
154.--(1) Where a scheme or contract involving the transfer of shares or any class of shares in a com- pany (in this section referred to as "the transferor company') to another company, whether a company within the meaning of this Ordinance or not (in this section referred to us "the transferee company"), has within four months after the making of the offer in that behalf by the transferee company been approved by the holders of not less than nine-tenths in value of the shares affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and where such a notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given the court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders are 10 be trans- ferred to the transferee company:
Provided that, where any such scheme or contract has been so approved at any time before the com- mencement of this Ordinance, the court inay by order, on an application made to it by the transferee company within two months after the commencement of this Ordinance, authorise notice to be given under this section at any time within fourteen days aftur the making of the order, and this section shall apply accordingly, except that the terms on which the shares of the dissenting shareholder are to be acquired shall be such terms as the court may by the order direct instead of the terms provided by the scheme or contract.
(2) Where a notice has been given by the transferee company under this section and the court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shail, on the expiration of one month from the date on which the notice has been given, or, if an application to the court by the dissenting shareholder is then pending, after that application has been disposed of, transmit a copy of the notice to the transferor com- pany and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares which by virtue of this section that
company is entitled to acquire, and the transferor company shall thereupon register the transferee company ន the holder of those shares.
(8) Any sums received by the transferor company under this section shall be paid into a separate bank account, and any such sums and any other considera- tion so received shall be held by that company on trust for the several persons entitled to the shares in respect of which the said sums or other considera- tion were respectively received.
(4) In this section the expression "dissenting share- holder" includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance with the scheme or
contract.
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PART V.
WINDING UP.
(i) PRELIMINARY.
Modes of Winding Up.
155.-() The winding up of a company may be Modes of
either-
(a) by the court; or
(b) voluntary: or
(c) subject to the supervision of the court.
(2) The provisions of this Ordinance with respect to winding up apply, unless the contrary appears, to the winding up of a company in any of those modes.
Contributories,
winding up.
19 & 20 Geo.
5, c. 23,
s. 156.
156. (1) In the event of a company being wound Liability as
members.
up, every present and past member shall be liable to contributories contribute to the assets of the company to an amount of present sufficient for payment of its debts and liabilities, and and past the costs, charges, and expenses of the winding up, 19 & 20 Geo. and for the adjustment of the rights of the tributories among themselves, subject to the provi. s. 157. sions of subsection (2) of this section and the following qualifications:-
con- 5, c. 23,
(a) a past member shall not be liable to contribute if he has ceased to be a member for one year
or upwards before the commencement of the winding up:
(b) a past member shall not be liable to contribute in respect of any debt or liability of the com- pany contracted after he ceased to be a
member:
(c) a past member shall not be liable to contribute unless it appears to the court that the existing members are unable to satisfy the con- tributions required to be made by them in pursuance of this Ordinance:
(d) in the case of a company limited by shares no contribution shall be required from ary member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a present or past member:
(e) in the case of a company limited by guarantee, no contribution shall, subject to the provisions of subsection (3) of this section, be required from any member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up:
(f) nothing in this Ordinance, shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted, or whereby the funds of the company are alone made liable in respect of the policy or contract : (g) a sum due to any member of a company, in bis character of member, by way of dividends, profits or otherwise, shall not be deemed to be a debt of the company, payable to that member in a case of competition between himself and any other creditor not a member of the company, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the con- tributories among themselves,
►
(2) In the winding up of a limited company. any director or manager, whether past or present, whose liability is, under the provisions of this Ordmauce unlimited, shall, in addition to his liability (if any) to contribute as an ordinary member, be able to make a further contribution as if he were at the cornmence- ment of the winding up a member of an unlimited company:
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