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Directions by the Bank.
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33.—(1) Where the Bank is of the opinion that it is in the public interest to do so or in the interests of the proper and orderly regulation of investment limited partnerships, or that any of the requirements for authorising an investment limited partnership are no longer satisfied, or that the investment limited partnership, custodian or the general partner—
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(a) has become or is likely to become unable to meet his obligations to his creditors, or
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(b) has contravened this Act, or has failed to comply with any condition or requirement imposed under this Act by the Bank on the custodian or the general partner, or in purported compliance with any such provision, has furnished the Bank with false, inaccurate or misleading information, or
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(c) is not maintaining adequate capital resources having regard to the volume and nature of its business, or
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(d) no longer complies with the capital or other financial requirements imposed by the Bank from time to time,
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the Bank may give a direction in writing to that custodian or general partner requiring it to take such steps, including the winding-up of the investment limited partnership or the suspension of the assignment of any partnership interest, as in the opinion of the Bank are necessary in the interests of the proper and orderly regulation of investment limited partnerships or for the protection of limited partners, creditors of the investment limited partnership or creditors of the partners in an investment limited partnership.
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(2) For the purposes of subsection (1), the Bank may take into account any matter relating to the investment limited partnership, the general partner or custodian, a director or controller of the general partner or custodian or any person employed by or associated with the general partner or custodian in connection with the investment limited partnership.
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(3) Upon receipt of such a direction, the general partner shall within ten days of the date thereof, cause all limited partners of the investment limited partnership to be informed thereof.
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(4) The Bank may revoke a direction under subsection (1) of this section unless an order under subsection (8) of this section has been made in respect of the direction.
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(5) A custodian or partner on whom a direction has been imposed under subsection (1) of this section, and any limited partner of an investment limited partnership in respect of which such a direction has been issued, may apply to the Court for, and the Court may grant, an order setting aside the direction.
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(6) Upon an application made to it under subsection (5) of this section, the court shall not set aside a direction given by the Bank unless it is satisfied that the procedures laid down by, or the requirements of, this Act have not been complied with in any material respect, or that—
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(a) there was no evidence upon which the Bank could reasonably conclude that the public interest or the interests of the proper and orderly regulation of investment limited partners required such a direction, or
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(b) there was no evidence upon which the Bank could reasonably conclude that the state of affairs set forth in subsection (1) existed, or
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(c) having regard to the matters established before the court and the proper and orderly regulation of investment limited partnerships, that the direction was not reasonably proportionate to those matters so established.
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(7) An application under subsection (5) of this section shall not be entertained after the expiry of twenty one days from the date of making of the direction.
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(8) The Bank may apply to the court for, and the court may grant, an order confirming a direction given under subsection (1) of this section or confirming and extending the period of operation of the direction for such period as the court may consider appropriate.
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(9) A direction to which subsection (8) of this section applies shall cease to have effect—
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(a) where the direction was confirmed, upon the expiration of the period to which the direction relates,
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(b) where the direction was confirmed and the period of its operation was extended, upon the expiration of that extended period,
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(c) from such date as the court by order determines,
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(d) upon the making of a winding-up order in respect of the investment limited partnership, or the dissolution of the investment limited partnership,
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(e) where the court is of the opinion that the circumstances which gave rise to the direction have ceased to exist and that it would be unjust and inequitable not to make an order to that effect, from such date as the court determines,
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which ever occurs first.
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(10) (a) Where the Bank is of the opinion that even if the custodian or partner on whom a direction has been imposed appears to be able to meet his obligations to creditors, but the circumstances giving rise to the direction are unlikely to be rectified it may forthwith apply to the court for, and the court may grant an order directing the custodian or partner to prepare, in consultation with the Bank, a scheme for the orderly termination of his business and the discharge of his liabilities and to submit the final scheme to the court within three months for the court's approval;
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(b) Notice of an application under paragraph (a) shall be given by the general partner to the limited partners;
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(c) The court shall not grant an order under paragraph (a) of this section unless it is satisfied that the proper and orderly regulation of investment limited partnerships as a whole and the interests of the partners and creditors of the investment limited partnership in question together with the creditors of the custodian or partners of the investment limited partnership, requires such an order;
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(d) The court shall not approve the terms of the scheme without hearing the Bank and may adjudicate in the event of any dispute between the parties; and
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(e) If the custodian or partner fails to comply with the order of the court or to adhere to the scheme approved by the court, the Bank may apply to the court for and the court may make such further order as it considers appropriate, including an order of committal or a winding up order on the grounds that it is just and equitable that the custodian or partner should be wound up.
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(11) While a direction under this section is in force—
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(a) an investment limited partnership to which it relates shall not be dissolved;
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(b) the court may restrain any disposal of the assets of the investment limited partnership which will have the effect of perpetrating a fraud on the investment limited partnership, its creditors or partners.
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(12) A general partner who fails to comply with subsections (3) and (10) (b) shall be guilty of an offence.
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