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Provision as to payments received by directors for loss of office or on retire-
ment.
19 & 20 Geo.
5, c. 23, 8. 150.
contract which may, after the date of the notice, be made with that company or firm shall be deemed to be a sufficient declaration of interest in relation to any contract so made.
(4) Any director who fails to comply with the pro- visions of this section shall be liable to a fine not exceeding one thousand dollars.
(5) Nothing in this section shall be taken to pre- judice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.
149.-(1) It is hereby declared that it is not lawful in connection with the transfer of the whole or any part of the undertaking or property of a company for any payment to be made to any director of the com- pany by way of compensation for loss of office, or as consideration for or in connection with his retire. ment from office, unless particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company and the proposal approved by the company.
(2) Where a payment which is hereby declared to be illegal is made to a director of the company, the amount received shall be deemed to have been received by him in trust for the company.
(3) Where a payment is to be made as aforesaid to a director of a company in connection with the transfer to any persons, as a result of an offer made to the general body of shareholders, of all or any of the shares in the company, it shall be the duty of that director to take all reasonable steps to secure that particulars with respect to the proposed pay- ment, including the amount thereof, shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders.
(4) If any such director fails to take reasonable steps as aforesaid, or if any person who has been properly required by any such director to include the said particulars in or send them with any such notice fails so to do, he shall be liable to a fine not exceed- ing two hundred and fifty dollars, and if the require- ments of the last foregoing subsection are not complied with in relation to any such payment as is mentioned in the said subsection, any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made.
(5) If in connection with any such transfer aforesaid the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any such director, the excess or the money value of the consideration, as the case may be, shall, for the purposes of this section, be deemed to have been a pay- ment made to him by way of compensation for loss of office or as consideration for or in connection with his retirement from office.
(6) Nothing in this section shall be taken to pre- judice the operation of any rule of law requiring disclosure to be made with respect to any such pay- ments as are mentioned in this section or with respect to any other like payments made or to be made to the directors of a company.
150. If in the case of any company provision is Provisions made by the articles or by any agreement entered into as to assign. between any person and the company for empowering ment of office by a director or manager of the company to assign bis
directors, office as such to another person, any assignment of 19 & 20 Geo, office made in pursuance of the said provision shall, 5, c. 23, notwithstanding anything to the contrary contained s. 151, in the said provision, be of no effect unless and until
it is approved by a special resolution of the company.
Avoidance of Provisions in Articles or Contracts relieving Officers from Liability.
151. Subject as hereinafter provided, any provi- Provisions sion, whether contained in the articles of a company as to lia- or in any contract with a company or otherwise, for bility of
officers and exempting any director, manager or officer of the com- auditora. pany, or any person (whether an officer of the 19 & 20 Geo. company or not) employed by the company as auditor 5, c. 23, from, or indemnifying him against, any liability 3. 152. which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may
be guilty in relation to the company shall be void:
Provided that
(a) in relation to any such provision which is in force at the date of the commencement of this Ordinance, this section shall have effect only on the expiration of a period of six months from that date; and
(b) nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of any- thing done or omitted to be done by him while any such provision was in force; and
(c) notwithstanding anything in this section, a such company may, in pursuance of any provision as aforesaid, indemnify any such director, manager, officer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section three hundred and forty-five of this Ordinance in which relief is granted to him by the court.
Arrangements and Reconstructions.
tors and
152. (1) Where a compromise or arrangement is Power to proposed between a company and its creditors or any compromise class of them, or between the company and its with credi- members or any class of them, the court may, on the members. application in a summary way of the company or of 19 & 20 Geo. any creditor or member of the company, or, in the 5, c. 23, case of a company being wound up, of the liquidator, s. 153. order a meeting of the creditors or class of creditors,
or of the members of the company or class of members, as the case may be, to be summoned in such manner as the court directs.
(2) If a majority in number representing three- fourths in value of the creditors or class of creditors, or members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the court, be binding on all the creditors or the class of creditors, or on the members or class of members, as the case may be, and also on the com pany or, in the case of a company in the course of being wound up, on the liquidator and contributories of the company.
(3) An order made under subsection (2) of this section shall have no effect until an office copy of the order has been delivered to the registrar of companies for registration, and a copy of every such order shall be annexed to every copy of the memorandum of
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