1964_COMPANIES_ORDINANCE — Page 329

1984 Ed.]

Companies

[CAP. 32

71

(9) Nothing in subsection (4) shall be construed as derogating from the powers of the court under section 166, 167 or 168A.

(Added, 6 of 1984, s. 31)

64. (1) If in the case of a company, the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorizing the variation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and in pursuance of the said provision the rights attached to any such class of shares are at any time varied, the holders of not less in the aggregate than 10 per cent in nominal value of the issued shares of that class may apply to the court to have the variation cancelled, and, where any such application is made, the variation shall not have effect unless and until it is confirmed by the court. (Amended, 6 of 1984, s. 32)

(1A) Nothing in this section shall affect the right of any member of the company to apply to the court by petition under section 168A. (Added, 6 of 1984, s. 32)

(2) An application under this section must be made within 28 days after the date on which the consent was given or the resolution was passed, as the case may be, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they may appoint in writing for the purpose. (Amended, 6 of 1984, s. 32)

(3) On any such application the court, after hearing the applicant and any other persons who apply to the court to be heard and appear to the court to be interested in the application, may, if it is satisfied, having regard to all the circumstances of the case, that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation.

(4) The decision of the court on any such application shall be final.

(5) The company shall within 21 days after the making of an order by the court on any such application forward a copy of the order to the Registrar, and, if default is made in complying with this provision, the company and every officer of the company who is in default shall be liable to a default fine. (Amended, 6 of 1984, s. 32)

(6) In this section, "variation" includes abrogation and "varied" shall be construed accordingly.

64A. Every company the share capital of which is divided into different classes of shares shall deliver to the Registrar for filing-

(a) a copy of any document or resolution attaching rights to any class of shares in the company which is not otherwise required by this Ordinance to be so filed;

(b) a return in respect of the classification of any unissued shares in the company;

Rights of holders of special classes of shares.

1929 c. 23. s. 61.

Documents relating to rights of holders of special classes of shares to be filed with Registrar.