193704-1932-Supplementary-Bill-read-a-second-time--Companies — Page 67

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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 a director or manager of the company to assign his

office by directors. office as such to another person, any assignment of 19 & 20 Gec. 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.

officers and

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 exempting any director, manager or officer of the com- auditors. pany, or any person (whether an officer of the 19 & 20 Gec. company or not) employed by the company as auditor 5, c. 23, from, or indemnifying him against, any liability s. 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

or

(b) nothing in this section shall operate to deprive any person of any exemption 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 company may, in pursuance of any such 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.

members.

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 tors and application in a summary way of the company or of 19 & 20 Gec. 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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