| 1) | If an application is made to the Court under section 311 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are referred to in that section, and it is shown to the Court 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 that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as the "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 compromise or arrangement or by any subsequent order, make provision for all or any of the following matters: |
| 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 allotment or appropriation by the transferee company of any shares, debentures or other like interests in that company which under the compromise or arrangement 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 may direct, dissent from the compromise or arrangement; |
| f) | such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out: |
Provided that no order for the dissolution, without winding up, of any transferor company shall be made under this subsection prior to the transfer in due form of all the property and liabilities of the said company.
| 2) | Where an order under this section provides for the transfer of property or liabilities, that property shall by virtue of the order vest in, subject to transfer in due form, and those liabilities shall become the liabilities of, the transferee company. |
| 3) | If an order is made under this section, every company in relation to which the order is made shall, within thirty days after the making of the order, cause a copy thereof to be lodged with the Registrar, under cover of the prescribed form, for registration, and if default is made in complying with this subsection, the company shall be guilty of an offence. |
| 4) | In this section the expression "property" includes property, rights and powers of every description, and the expression "liabilities" includes duties. |
| 5) | Notwithstanding the provisions of section 311(8) the expression "company" in this section does not include any company other than a company within the meaning of this Act. |
