COMPANIES ACT - 1963 (ACT 179)

    Section - 232 - Powers of the Court for Facilitating Arrangements or Amalgmations

    (1) Where an application is made to the Court under the last foregoing section and it is shown to the Court that under the arrangement or amalgamation the whole or any part of the undertaking or assets of any company, in this section referred to as a transferor company, is to be transferred to another company, in this section referred to as the transferee company, the Court may, either by the order sanctioning the arrangement or amalgamation or by any subsequent order, make provision for all or any of the following matters, that is to say,

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

    (b) the allotting or appropriation by the transferee company of any shares, debentures or other like interests in that company which, under the arrangement or amalgamation, 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 directs, dissent from the arrangement or amalgamation;

    (f) such incidental, consequential and supplemental matters as are necessary to secure that the arrangement 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 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 arrangement or amalgamation, 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 for registration within twenty-eight days after the making of the order; and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding five pounds for each day during which the default continues.

    (4) In this section the expression "property" includes property rights and powers of every description and the expression "liabilities" includes duties of every description notwithstanding that such rights, powers and duties are of a personal character which could not under the general law be assigned or performed vicariously.