COMPANIES ACT - 1963 (ACT 179)

    Section - 233 - Information as to Arrangments and Amalgamations

    (1) Where any notice of any resolution to approve an arrangement or amalgamation under section 230 or 231 of this Code is sent to members or creditors of any company, there shall be sent also a statement explaining the effect of the arrangement or amalgamation and in particular stating any material interests of the directors of the company or otherwise, and the effect thereon of the arrangement or amalgamation in so far as it is different from the effect on the like interests of other persons.

    (2) In any notice of any such resolution which is given by advertisement, there shall be included either such a statement as aforesaid or a notification of the place at which and the manner in which members or creditors to whom the notice is addressed may obtain copies of such a statement; and every such member or creditor shall, on making application in the manner indicated in the notice, be furnished by the company, free of charge, with a copy of the statement.

    (3) Where the arrangement or amalgamation affects the rights of debentureholders of the company, the said statement shall give the like explanation as respects the trustees of any deed for securing the debentures as it is required to give as respects the company's directors.

    (4) Where a company makes default in complying with any requirements of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding five hundred pounds; and for the purposes of this subsection any liquidator of the company and any trustee of a deed securing debentures of the company shall be deemed to be an officer of the company:

    Provided that,

    (a) a person shall not be liable under this subsection if he shows that the default was due to the refusal of any other person to supply the necessary particulars as to his interests;

    (b) nothing herein contained shall derogate from the power of the Court under section 217 or 218 of this Code to declare ineffective any special resolution passed pursuant to section 230 of this Code.

    (5) It shall be the duty of any director of the company and of any trustee for debentureholders of the company to give notice to the company of such matters relating to himself as may be necessary for the purposes of this section, and any such person who makes default in complying with this subsection shall be liable to a fine not exceeding fifty pounds.