28
37.8
Any dividend or other monies payable on or in respect of a share may be paid by a
relevant system (in the case of an uncertificated share) or by cheque or warrant sent
through the post to the registered address of the Member or person entitled thereto, and
in the case of joint holders to any one of such joint holders, or to such person and to such
address as the holder or joint holders may in writing direct. Every such cheque or warrant
shall be made payable to the order of the person to whom it is sent or to such other
person as the holder or joint holders may in writing direct, and payment of the cheque or
warrant shall be a good discharge to the Company. Every such cheque or warrant shall be
sent at the risk of the person entitled to the money represented thereby.
37.9
A general meeting declaring a dividend may, upon the recommendation of the board,
direct payment of such dividend wholly or in part by the distribution of specific assets, and
in particular of paid up shares or debentures of any other company, and the board shall
give effect to such resolution; and where any difficulty arises in regard to the distribution
they may settle the same as they think expedient, and in particular may issue certificates
representing part of a shareholding or fractions of shares, and may fix the value for
distribution of such specific assets or any part thereof, and may determine that cash
payment shall be made to any Members upon the footing of the value so fixed, in order to
adjust the rights of Members, and may vest any specific assets in trustees upon trust for
the persons entitled to the dividend as may seem expedient to the board, and generally
may make such arrangements for the allotment, acceptance and sale of such specific
assets or certificates representing part of a shareholding or fractions of shares, or any part
thereof, and otherwise as they think fit.
38.
Share Premium Account and Reserve Fund
38.1
There shall be transferred to a share premium account, as required by the Law, the
amount or value of any premium paid up on shares issued by the Company and the sums
for the time being standing to the credit of the share premium account shall be applied
only in accordance with the Law.
38.2
Before the declaration of a dividend the board may set aside any part of the net profits of
the Company to create a reserve fund, and may apply the same either by employing it in
the business of the Company or by investing it in such a manner (not being the purchase
of or by way of loan upon the shares of the Company) as they think fit. Such reserve fund
may be applied for the purpose of maintaining the property of the Company, replacing
wasting assets, meeting contingencies, forming an insurance fund, or equalising dividends
or special dividends, or for any other purpose for which the net profits of the Company
may lawfully be used, and until the same shall be applied it shall remain undivided profits.
The board may also carry forward to the accounts of the succeeding year or years any
balance of profit which they do not think fit either to divide or to place to reserve.
39.
Capitalisation
39.1
The Company may upon the recommendation of the board, resolve that it is desirable to
capitalise any undistributed profits of the Company (including profits carried and standing
to any reserve or reserves) not required for paying the fixed dividends on any shares
entitled to fixed preferential dividends with or without further participation in profits, or
any sum carried to reserve as a result of the sale or revaluation of the assets of the
Company (other than goodwill) or any part thereof or, subject as hereinafter provided, any
sum standing to the credit of the Company's share premium account or capital redemption
reserve fund and accordingly that the board be authorised and directed to appropriate the
amount resolved to be capitalised to the Members in the proportion in which such amount
would have been divisible amongst them had the same been applicable and had been
applied in paying dividends, and to apply such amount on their behalf, either in or towards
paying up the amounts, if any, for the time being unpaid on any shares held by such
Members respectively, or in paying up in full either at par or at such premium as the said
resolution may provide, any unissued shares or debentures of the Company, such shares
or debentures to be allotted and distributed, credited as fully paid up, to and amongst such
Members in the proportions aforesaid, or partly in one way and partly in the other provided
that the share premium account and the capital redemption reserve fund and any
unrealised profits may not be applied in the paying up of any debentures of the Company.
