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outside the aid district) the delivery to and the receipt by the re gistrar of a copy verified in the prescribed manner of the instrument by which the charge is created or evidenced, shall have the same effect for the purposes of this section as the delivery and receipt of the instrument itself, and five weeks after the date on which the instrument or copy could, in due course of post, and if despatched with due diligence, have been received in the Colony (or Shanghai, in the case of a China company) shall be substituted for five weeks after the date of the creation of the charge, as the time within which the particulars and to be delivered to the
Colony (or, in the case of a China company,
instrument or registrar.
copy
are
(4) Where a charge is created in the Colony but comprises property outside the Colony (or where, in the case of a China company, it is created within the limits of the China Orders in Council but comprises property outside the said limits) the instrument creating or purporting to create the charge may be sent for registration under this section notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situate.
(5) Where a negotiable instrument has been given to secure the payment of any book debts of a com- pany the deposit of the instrument for the purpose of securing an advance to the company shall not for the purposes of this section be treated as a charge on those book debts.
(6) The holding of debentures entitling the holder to a charge on land shall not for the purposes of this section be deemed to be an interest in land.
(7) Where a series of debentures containing, r giving by reference to any other instrument, any charge to the benefit of which the debenture holders of that scries are entitled pari passu is created by a company, it shall for the purposes of this section be sufficient if there are delivered to or received by the registrar within five weeks after the execution of the deed containing the charge or, if there is no such deed, after the execution of any debentures of
the series, the following particulars :-
(a) the total amount secured by the whole series;
and
(b) the dates of the resolutions authorising the issue of the series and the date of the covering deed, if any, by which the security is created or defined; and
(c) a general description of the property charged;
and
(d) the names of the trustees, if any, for the
debenture holders;
together with the deed containing the charge, or, if there is no such deed, one of the debentures of the series:
Provided that, where more than one issue is made of debentures in the series, there shall be sent to the registrar for entry in the register particulars of the date and amount of each issue, but an omission to do this shall not affect the validity of the deben- tures issued.
(8) Where any commission, allowance, or discount has been paid or made either directly or indirectly by a company to any person in consideration of bis subscribing or agreeing to subscribe, whether absolute. ly or conditionally, for any debentures of the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any such deben. tures, the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per cent, of the commission, discount,
31
or allowance so paid or made, but omission to do this shall not affect the validity of the debentures issued:
Provided that the deposit of any debentures as security for any debt of the company shall not for the purposes of this subsection be treated as the issue of the debentures at a discount.
(9) In this Part of this Ordinance—
(a) the expression "charge" includes mortgage; (b) the expression "the fixed date" means in relation to the charges specified in paragraphs (a) to (f), both inclusive, of subsection (2) of this section, the first day of January, nineteen hundred and twelve, and in relation to the charges specified in paragraphs (g) to (i), both inclusive, of the said subsection, the com- mencement of this Ordinance.
80.-(1) It shall be the duty of a company to send Duty of to the registrar of companies for registration the parti- company culars of every charge created by the company and to register of the issues of debentures of a series, requiring regis- created by
charges tration under the last foregoing section, but registra- company. tion of any such charge may be effected on the 19 & 20 Geo. application. of any person interested therein.
5, c. 23, s. 80.
(2) Where registration is effected on the application of some person other than the company, that person shall be entitled to recover from the company the amount of any fees properly paid by him to the registrar on the registration.
(3) If any company makes default in sending to the registrar for registration the particulars of any charge created by the company, or of the issues of debentures of a series, requiring registration as afore- said, then, unless the registration has been effected on the application of some other person, the company and every director, manager, secretary or other person, who is knowingly a party to the default shall be liable to a fine not exceeding five hundred dollars for every day during which the default continues.
81. (1) Where after the commencement of this Duty of Ordinance a company registered under this Ordinance company acquires any property which is subject to a charge of to register
chargea any such kind as would, if it had been created by the existing on company after the acquisition of the property, have property been required to be registered under this Part of this acquired. Ordinance, the company shall cause the prescribed 19 & 20 Geo. particulars of the charge, together with a copy s. 81.
5, c. 23, (certified in the prescribed manner to be a correct copy) of the instrument, if any, by which the charge was created or is evidenced, to be delivered to the registrar of companies for registration in manner required by this Ordinance within five weeks after the date on which the acquisition is completed:
Provided that, if the property is situate and the charge was created outside the Colony (or, in the case of a China company, outside the district of the British Consulate at Shanghai), five weeks after the date on which the copy of the instrument could in due course of post, and if despatched with due diligence. have been received in the Colony (or in such district, in the case of a China company) shall be substituted for five weeks after the completion of the acquisition as the time within which the particulars and the copy of the instrument are to be delivered to the registrar.
(2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine of five hundred dollars.
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