Western Australian Consolidated Acts Western Australian Consolidated Acts (1) If the memorandum
or articles of any company, the share capital of which is divided into
different classes of shares, provide for authorising 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 15% of the issued shares of that class, being persons who did
not consent to, or vote in favour of the resolution for the variation, 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.
(2) An application
under this section must be made within 14 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 appoint in writing for the purpose.
(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 28 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 fine not exceeding $40.
(6) The expression
variation in this section includes abrogation and the expression varied shall
be construed accordingly.
[Section 78 amended by No. 113 of 1965
s. 8(1).]