Companies Act (Cap. 386), article 328

328. (1) The provisions of this article shall apply where a meeting of creditors or any class of creditors, or of members o r any class of members, is summoned or where a mediator is appointed in terms of article 327. 198 CAP. 386.] COMP ANIES (2) With every notice summoning the meeting which is sent to a creditor or member there shall be sent also a statement expla ining the effect of the compromise or arrangement and in particular stating any material interests of the directors of the company, whether as directors or as member s or as creditors of the compa ny or otherwise, and the effect on those interests of the compromi se or arrangement, in so far as it is different from the effect on th e like interests of other persons. (3) In every notice summoning the meeting which is given by advertisement there shall be inc luded either such a statement a s abovementioned or a not ification of the place at which, and the manner in which, creditors or members entitled to attend the meeting may obtain copies of the statement. (4) Where the compromise or arrangement affects the rights of debenture holders of the company, the statement shall give the like explanation as regards the holde rs of any security for the issu e of the debentures as it is required to give as regards the company ’s directors. (5) Where a notice given by advertisement includes a notification that copies of a statement explaining the effect o f the compromise or arrangement proposed can be obtained by creditors or members entitled to attend the meeting, every such creditor or member shall, on making a request in the manner indicated by th e notice, be furnished by the company free of charge with a copy of the statement. (6) If a company makes default in complying with any requirement of this article, the company and every officer ther eof who is in default shall be liable to a penalty; and for this pu rpose a liquidator of the company shall be deemed to be an officer of t he company: Provided that a person shall not be liable under this sub- article if he shows that the defa ult was due to the refusal of another person, being a director, to supply the necessary particulars o f his interests. (7) It shall be the duty of any director of the company to give notice to the company and to any debenture holders of such matt ers relating to himself as may be necessary for purposes of this ar ticle; and any person who makes default in complying with this sub- article shall be liable to a penalty. Provisions for facilitating company reconstruction or amalgamation.