Companies Act (Cap. 386), article 329

329. (1) The provisions of this article shall apply where application is made to the court under article 327 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are mentioned in that article. (2) If it is shown - (a) 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 COMP ANIES [CAP. 386. 199 (b) that under the scheme the whole or any part of the undertaking or the property of any company concerned i n t h e s c h e m e ( i n t h i s a r t i c l e r e f e r r e d t o a s " a transferor company") is to be transferred to another company (in this article referred to as "the transferee company"), the court may, either by the order sanctioning the compromise o r arrangement or by any subsequent order, make provision for all or any of the matters speci fied in sub-article (3). (3) The matters for which the court’s order may make provision are - (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, securities or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that comp any 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 of any transferor company and the striking off of its name, without its having to be wound up; (e) the provision to be made for any persons who, within such time and in such manner as the court directs, dissent from the compro mise or arrangement; (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. (4) If an order under this articl e provides for the transfer of property or liabilities, then - (a) that property shall by virtue of the order be transferred to, and vest in, the transferee company; and (b) those liabilities shall, by virtue of the order, be transferred to and become liabilities of that company, and property, if the order so directs, shall vest freed from an y charge or other burden which shall, by virtue of the compromise or arrangement, cease to have effect. (5) Where an order is made under this article, every company in relation to which the order is made shall cause a certified copy of the order to be delivered to the Registrar for registration wit hin seven days after its making; and if default is made in complyin g with this sub-article, the company and every officer thereof wh o is in default shall be liable to a penalty, and, for every day dur ing which the default continues, to a further penalty. 200 CAP. 386.] COMP ANIES Duties of directors where company unable to pay debts. Added by: IV . 2003.123.