186
CAP. 32]
Approval of company requisite for payment of damages or pension to director or past director in certain cases.
17283/26
Provisions supplementary to sections 163, 163A, 163B and 163C.
(cf. 1948 c. 38, s. 194)
Companies [1984 Ed.
(4) Subject to section 163D(4), where the shareholders referred to in subsection (3)(b) are not all the members of the company and no provision is made by the articles for summoning or regulating such a meeting as is mentioned in that paragraph, the provisions of this Ordinance and of the company's articles relating to general meetings of the company shall, for that purpose, apply to the meeting either without modification or with such modifications as the court on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting.
(5) If at a meeting summoned for the purpose of approving any payment as required by subsection (3)(b) a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall be deemed for the purposes of that subsection to have been approved.
(Added, 6 of 1984, s. 120)
163C. (1) It shall not be lawful for a company to make to any director or past director of the company any payment by way of damages or pension referred to in section 163D(3)(b) if the company makes or has made to that director any payment to which section 163, 163A or 163B applies, without particulars with respect to the proposed payment of damages or pension (including the amount thereof) being disclosed to the members of the company and the proposal being approved by the company; and for the purposes of this section "pension" has the same meaning as it has for the purposes of section 163D(3)(b).
illegal
(2) Where a payment which is hereby declared to be illegal is made to a director or past director of the company, the amount received shall be deemed to have been received by him in trust for the company.
(Added, 6 of 1984, s. 120)
163D. (1) Where in proceedings for the recovery of any payment as having, by virtue of subsections (1) and (2) of section 163A or subsections (1) and (3) of section 163B, been received by any person in trust, it is shown that—
(a) the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question or within 1 year before or 2 years after that agreement or the offer leading thereto; and
(b) the company or any person to whom the transfer was made was privy to that arrangement,
the payment shall be deemed, except in so far as the contrary is shown, to be one to which the subsections apply.
(2) If in connexion with any such transfer as is mentioned in section 163A or 163B—
186
CAP. 32]
Approval of company requisite for payment of damages or pension to director or past director in
certain cases.
17283/26
Provisions
supplementary to sections 163,
163A, 163B
and 163C.
{ef. 1948 c. 38, s. 194)
Companies
[1984 Ed.
(4) Subject to section 163D(4), where the shareholders referred to in subsection (3)(b) are not all the members of the company and no provision is made by the articles for summoning or regulating such a meeting as is mentioned in that paragraph, the provisions of this Ordinance and of the company's articles relating to general meetings of the company shall, for that purpose, apply to the meeting either without modification or with such modifications as the court on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting.
(5) If at a meeting summoned for the purpose of approving any payment as required by subsection (3)(b) a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall be deemed for the purposes of that subsection to have been approved.
( Added, 6 of 1984, s. 120)
163C. (1) It shall not be lawful for a company to make to any director or past director of the company any payment by way of damages or pension referred to in section 163D(3)(b) if the company makes or has made to that director any payment to which section 163, 163A or 163B applies, without particulars with respect to the proposed payment of damages or pension (including the amount thereof) being disclosed to the members of the company and the proposal being approved by the company; and for the purposes of this section "pension" has the same meaning as it has for the purposes of section 163D(3)(b).
illegal
(2) Where a payment which is hereby declared to be illegel is made to a director or past director of the company, the amount received shall be deemed to have been received by him in trust for the company.
(Added, 6 of 1984, s. 120)
163D. (1) Where in proceedings for the recovery of any pay- ment as having, by virtue of subsections (1) and (2) of section 163A or subsections (1) and (3) of section 163B, been received by any person in trust, it is shown that--
(a) the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question or within 1 year before or 2 years after that agreement or the offer leading thereto; and
(b) the company or any person to whom the transfer was made
was privy to that arrangement,
the payment shall be deemed, except in so far as the contrary is shown, to be one to which the subsections apply.
(2) If in connexion with any such transfer as is mentioned in section 163A or 163B-
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