COMPANIES ACT, 1929

573

that sufficient notice has been given to every holder of
debentures of the company, and to any persons or class of
persons whose interests will, in the opinion of the court,
be affected by the alteration; and
that, with respect to every creditor who in the opinion
of the court is entitled to object and who signifies his
objection in manner directed by the court, either his
consent to the alteration has been obtained or his debt or
claim has been discharged or has determined, or has been
secured to the satisfaction of the court:
Provided that the court may, in the case of any person or
class, for special reasons, dispense with the notice required by this
section.

(a)

(4) The court may make an order confirming the alteration
either wholly or in part, and on such terms and conditions as it
thinks fit.

(5) The court shall, in exercising its discretion under this
section, have regard to the rights and interests of the members of
the company or of any class of them, as well as to the rights and
interests of the creditors, and may, if it thinks fit, adjourn the pro-
ceedings in order that an arrangement may be made to the satis-
faction of the court for the purchase of the interests of dissentient
members, and may give such directions and make such orders as
it may think expedient for facilitating or carrying into effect any
such arrangement:

Provided that no part of the capital of the company shall be
expended in any such purchase.

(6) An office copy of the order confirming the alteration,
together with a printed copy of the memorandum as altered, shall,
within fifteen days from the date of the order, be delivered by the
company to the registrar of companies, and he shall register the
copy so delivered and shall certify the registration under his hand,
and the certificate shall be conclusive evidence that all the require-
ments of this Act with respect to the alteration and the confirmation
thereof have been complied with, and thenceforth the memorandum
as so altered shall be the memorandum of the company.

The court may by order at any time extend the time for the
delivery of documents to the registrar under this section for such
period as the court may think proper.

(7) If a company makes default in delivering to the registrar
of companies any document required by this section to be delivered
to him, the company shall be liable to a fine not exceeding ten pounds
for every day during which the default continues.

Articles of Association.

6. There may in the case of a company limited by shares, and
there shall in the case of a company limited by guarantee or un-
limited, be registered with the memorandum articles of association
signed by the subscribers to the memorandum and prescribing
regulations for the companv.

Articles pre-
scribing regula
tions for com-
panies.