Section 479, The Companies Act, 2009

(1) Where a meeting of creditors or class of creditors orof members or any class of members are summoned every notice summoning the meeting sent to a creditor or member shall be accompanied with– (a) a statement explaining the effect of the compromise or arrangement and in particular stating any material interests of the directors of the company, whether as directors or members or creditors of the company or otherwise; and (b) the effect of the compromise or arrangement on those interests, in so far as it is different from the effect on similar interests of other 342 343 Information on compromise to be circulated. Annual accounts of and disposal. compromise with creditors and members. (2) In every notice summoning the meeting which is given by advertisement there shall be included such a statement as is mentioned in subsection (1) or a notification of the place at which, and the manner in which, creditors or members entitled to attend the meeting may obtain copies of the statement. (3) Where the compromise or arrangement affects the rights of debenture holders of the company, the statement shall give the same explanation in respect of the trustees of any deed for securing the issue of the debentures as it is required to give in respect of the directors of the company. (4) Where a notice given by advertisement includes a notification that copies of a statement explaining the effect of the compromise or arrangement can be obtained by creditors or members entitled to attend the meeting, every creditor or member shall, on making the application in the manner indicated by the notice, be furnished by the company free of charge with a copy of the statement. (5) If a company defaults in complying with any requirement of this section, the company and every officer of the company shall be guilty of an offence and be liable on conviction to a fine not exceeding Le3,000,000. (6) For the purposes of subsection (5), a liquidator of the company and a trustee of a deed for securing the issue of debentures of the company shall be deemed to be officers of the company. (7) No person shall be liable under subsection (5) if he shows that the default was due to the refusal of another person, being a director or trustee for debenture holders, to supply the necessary particulars of his interest. (8) It is the duty of any director of the company and of any trustee for its debenture holders to give notice to the company of such matters relating to himself as may be necessary for the purposes of this section, and any person who defaults in complying with this subsection shall be guilty of an offence and be liable on conviction to a fine not exceeding Le3,000,000 478. for the sanctioning of a compromise or arrangement proposed between a company and such persons as are mentioned in that section, and it is shown to the court that– (a) 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 (b) 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 “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 compromise or arrangement or by any subsequent order, make provision for all or any of the following matters:– (i) 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; (ii) the allotting or appropriation by the transferee company of any shares, debentures, policies or other similar interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; (iii) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (iv) the dissolution, without winding up, of any transferor company; 344 345 for facilitating reconstruction and amalgamation of (v) the provision to be made for any persons, who within such time and in such manner as the court directs dissent from the compromise or arrangement; (vi) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out. (2) Where an order under this section provides for the transfer of property or liabilities then– (a) that property shall, by virtue of the order, be transferred to and vest in; and (b) those liabilities shall, by virtue of the order, be transferred to and become the 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 compromise or arrangement 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 a certified copy thereof to be delivered to the Commission for registration within 7 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 of Le500,000 for each day that the default continues. (4) In this section the expression “property” includes property rights and powers of every description, and the expression “liabilities” includes duties.