Section 412, The Companies Act, 2009

(1) The following applies where a company is proposedto be,or is being, wound up voluntarily, and the whole or part of its business or property is proposed to be transferred or sold to another company (“ the transferee company”), whether or not this latter is a company within the meaning of this Act. (2) The liquidator of the company to be, or being, wound up(“the transferor company ”) may, with the sanction of a special resolution of that company, conferring either a general authority on himself or an authority in respect of any particular arrangement, receive, in compensation or part compensation for the transfer or sale of shares, policies or other like interests in the transferee company for distribution among the members of the transferor company. (3) Without prejudice to subsection (2) the liquidator may, with the sanction of a special resolution, enter into any other arrangement whereby the members of the transferor company may, in lieu of receiving cash, shares, policies, or other like interests (or in addition), participate in the profits of, or receive any other benefit from, the transferee company. (4) A sale or arrangement in pursuance of this section is binding on members of the transferor company. (5) If a member of the transferor company who did not vote in favour of the special resolution expresses his dissent from it in writing addressed to the liquidator, and left at the company’s registered office within 7 days after the passing of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by agreement or by arbitration in the manner provided by any enactment regulating arbitration. (6) If the liquidator elects to purchase the member’s interest, the purchase money shall be paid before the company is dissolved and be raised by the liquidator in such manner as may be determined by special resolution. (7) A special resolution shall not be invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding-up or for appointing liquidators; but, if an order is made within a year for winding up the company by or subject to the supervision of the court the special resolution shall not be valid unless sanctioned by