Section 478, The Companies Act, 2009

(1) Where a compromise or arrangement is proposedbetween a company and its creditors or any class of them or between the company and its members or any class of them the court may- (a) on the application in a summary way of the company or of any creditor or member of the (b) in the case of a company being wound up, of the liquidator, order a meeting of the creditors or class of creditors or of the members of the company or class of members as the case may be, to be summoned in such manner as the court may direct. (2) If three-fourths of the creditors in value or class of creditors or members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement, shall, if sanctioned by the court be binding on– (a) all the creditors or class of creditors; (b) the members or class of members; (c) the company or in the case of a company being wound up, on the liquidator and contributories of the company. (3) An order made under subsection (2) shall have no effect until a certified copy of the order has been delivered to the Commission for registration. (4) A copy of every order shall be annexed to every copy of the memorandum of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company. (5) If a company defaults in complying with subsection (4) the company and every officer of the company who is in default Le500,000 for each day in which the default continues. (6) In this section the expression– (a) “company” means any company liable to be wound up under this Act; and (b) “arrangement” includes a reorganisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods.