193704-1932-Supplementary-Bill-read-a-second-time--Companies — Page 68

Provisions

for facilitat ing recon- struction

and amalga- mation of companies. 19 & 20 Geo. 5, c. 23, s. 154.

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the company issued after the order has been made, or, in the case of a company not having a memoran- dum, of every copy SO issued of the instrument constituting or defining the constitution of the com- pany.

(4) If a company makes default in complying with subsection (3) of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding ten dollars for each copy in respect of which default is made.

(5) In this section the expression "company" means any company liable to be wound up under this Ordinance, and the expression "arrangement" in- cludes a re-organisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods.

153.—(1) Where an application is made to the court under the last foregoing section of this Ordinance for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the court that the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as ‘a transferor company") is to be trans- ferred to another company (in this section referred to as "the transferee company'), the court may, either by the order sanctioning the compromise or arrangement or by any subsequent order, make pro- vision for all or any of the following matters :-

(a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;

(b) the allotting or appropriation by the transferee company of any shares, debentures, policies, or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person;

(c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;

(d) the dissolution, without winding up, of any

transferor company;

(e) the provision to be made for any persons, who within such time and in such manner as the court may direct, dissent from the compromise or arrangement;

(f) such incidental, consequential and supple- mental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out.

(2) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee company, and in the case of any property, if the order so directs, freed from any charge which is by virtue of the compromise or arrangement to cease to have effect.

(3) Where an order is made under this section, every company in relation to which the order is made shall cause an office copy thereof to be delivered to the registrar of companies for registration within seven