COMPANIES ACT - 1963 (ACT 179)

    Section - 231 - Arrangement or Amalgamation with Court Approval

    (1) Where any arrangement or amalgamation is proposed, whether or not involving a compromise between a company and its creditors or members or any class or classes of them, the Court, on the summary application of the company or any member or creditor of the company or, in the case of a company being wound up, of the liquidator, may either order that meetings of the various classes of members and creditors concerned be summoned in such manner as the Court directs or that a postal ballot be taken of the various classes in manner provided by subsections (6), (7) and (8) of section 170 of this Code.

    (2) If a three-fourths majority of each class of members concerned and a majority in number representing three-fourths in value of each class of creditors concerned shall approve the said arrangement or amalgamation the same shall be referred to the Registrar who shall appoint one or more competent reporters to investigate the fairness of the said arrangement or amalgamation and to report thereon to the Court.

    (3) The remuneration of the reporters shall be fixed by the Registrar and it and the proper expenses of the investigation shall be borne by the company or such other party to the application as the Court shall order.

    (4) If the Court shall, after considering the said report, make an order confirming the arrangement or amalgamation, with or without modifications, the same as confirmed shall be binding on the company and on all members and creditors thereof and its validity shall not subsequently be impeachable in any proceedings.

    (5) Upon the hearing by the Court of the application to confirm the arrangement or amalgamation any member or creditor of the company claiming to be affected thereby shall be entitled to be represented and to object.

    (6) The Court may prescribe such terms as it shall think fit as a condition of its confirmation including a condition that any members shall be given rights to require the company to purchase their shares at a price fixed by the Court or to be determined in manner provided in the order.

    (7) An arrangement or amalgamation may be carried out in accordance with the provisions of this section notwithstanding that it could have been accomplished under the previous section or any other provisions of this Code; but the provisions of section 75 to 79 of this Code shall also be complied with if the arrangement or amalgamation is one which, by virtue of section 75 requires the confirmation of the Court in accordance with such sections.

    (8) An order made under subsection (4) of this section shall have no effect until an office copy of the order has been delivered to the Registrar who shall register the order and cause the same to be published in the Gazette.

    (9) A copy of the order shall be annexed to every copy of the company's Regulations issued by the company after the order has been made; and if a company makes default the company and every officer of the company who is in default shall be liable to a fine not exceeding five pounds in respect of every copy in respect of which default is made.