s 40
(1) Where control of an operator of a designated payment system has been assumed in pursuance of section 37 or an order under paragraph 38(1)(a), the operator of the designated payment system and its directors and officers shall provide the Bank or the person appointed by the Bank with such facilities, documents and information as may be required to carry on its business. (2) The Bank or the person appointed by the Bank shall control and carry on the property, business and affairs of the operator of the designated payment system. as the case may be, in the name and on behalf of that operator of the designated payment system until the directive issued under section 37 or order made under paragraph 38(1)(a) is revoked. (3) During the period for which a directive under section 37 or an order under paragraph 38(1)(a) is in force- (a) no director or chief executive officer of the operator of the designated payment system shall engage in any activity in relation to the designated payment system, directly or indirectly, except as may be required or authorized by the Bank or the person appointed by the Bank; (b) no remuneration shall accrue or be payable to a director or chief executive officer of the operator of the designated payment system unless approved in writing by the Bank or the person appointed by the Bank; and (c) the Bank or the person appointed by the Bank shall be vested with all the powers of the operator of a designated payment system, and its board of directors, under its constituent documents, or exercisable by the operator of a designated payment system or its board of directors under any written law regardless whether such powers are exercisable by resolution. (4) For the avoidance of doubt, it is hereby declared that a directive under section 37 or an order under paragraph 38(1)(a) shall not have the effect of conferring on, or vesting in, the Bank or the person appointed by the Bank any title to, or any beneficial interest in, any property of the operator of a designated payment system to which the directive or order relates. Power to reduce share capital and to cancel shares constiuent doehsendi of an thingtor of a desigented paymthe system, the Bank or the person appointed by the Bank may apply to the High Court for an order to reduce the share capital of such operator by cancelling any portion of its paid-up capital which is lost or unrepresented by available assets. (2) Where the High Court makes an order under subsection (1) to reduce the share capital of an operator of a designated payment system, the Court mayβ (a) on an application by the Bank, or the person appointed by the Bank; and (b) if, on the expiry of thirty days from the date of any call made by the operator of a designated payment system on its members to pay on their respective shares, payment on any such shares has not been made, also order that such shares for which payment has not been made be cancelled accordingly. (3) Where the share capital of an operator of a designated payment system is reduced pursuant to subsection (1), or any of its shares is cancelled pursuant to subsection (2), the Bank or the person appointed by the Bank may cause the constituent documents of the operator of a designated payment system to be altered accordingly. (4) The powers conferred under subsections (1), (2) and (3) on the Bank and the person appointed by the Bank shall be in addition to any powers exercisable under subsection 64 (1) of the Companies Act 1965, and where an application is made to the High Court under subsection (1)β (a) the High Court may exercise any of the powers conferred on it under section 64 of the Companies Act 1965 in relation to an application for confirmation referred to therein; and (b) subsections 64(9) and (10) of the Companies Act 1965 shall apply in relation thereto.