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TMI Blog1933 (10) TMI 12X X X X Extracts X X X X X X X X Extracts X X X X ..... of a company under Section 275 the misfeasance section. It is beyond doubt that it applies also where proceedings are being taken in a Court of summary jurisdiction to recover one of the penalties imposed on directors and others under the Act and, accordingly, it includes power to relieve against the penalty imposed under Section 141 of the Act on directors who act as such without having obtained their qualification shares within two months of their appointment as directors, or within such shorter time as may be fixed by the articles of association. I also accept the contention that Section 372, sub-Section 2 gives power to the Court to grant relief in cases where application is made for it by a director who, although no proceedings such as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mation or at whose suit the fine is recovered, and subject to any such direction all fines under this Act shall, notwithstanding anything in any other Act, be paid into the Exchequer." Where proceedings are in the nature of a claim by the company or the liquidator with regard to something which a director may be made to pay to the company or something which may be directed under Section 276 (which gives to the Court power to assess damages against delinquent directors, managers, liquidators or officers) to be contributed to the company's assets by way of compensation, the Exchequer is not, at any rate, directly concerned, and the sum is, prima facie, to go to benefit shareholders if the company is solvent, or creditors if it is insolvent. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ner's liability to repay to the company the whole of the remuneration which he received as a director while de jure he was not a director. It does not seem to me that the Court ought to be willing to exercise its jurisdiction under sub-Section 2 without clear evidence as to the opinions held on the subject by the persons concerned. If, for example a director, by reason of an incautious vote, has made himself liable to pay moneys to a company by reason of a contract entered into, it would not be right for the Court to render proceedings by the company or its liquidator abortive without information as to the views of the creditors or shareholders. In the present case the company is solvent, and it may be that the shareholders would be unwil ..... X X X X Extracts X X X X X X X X Extracts X X X X
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