Section 240 - Powers of the Court in facilitating arrangements or compromise

(1) Where an application is made to the Court under section 239 and the Court is satisfied that under the arrangement or compromise the whole or a part of the undertaking or assets of a company, 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, by the order sanctioning the arrangement or compromise or by a subsequent order, make provision for all or any of the following matters:

(a) the transfer to the transferee company of the whole or a part of the undertaking, assets and liabilities of the transferor company;

(b) the allotting or appropriation by the transferee company of shares, debentures or other like interests in that company which, under the arrangement or compromise, are to be allotted or appropriated by that company to or for a person;

(c) the continuation by or against the transferee company of legal proceedings pending by or against a transferor company;

(d) the dissolution, without winding up, of a transferor company;

(e) the provision to be made for any person who, within the time and in the manner that the Court directs, dissents from the arrangement or compromise; or

(f) the incidental, consequential and supplemental matters that are necessary to secure that the arrangement or compromise is fully and effectively carried out.

(2) Where an order under subsection (1) provides for the transfer of property or liabilities

(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 liabilities of,

the transferee company, and in the case of a property, if the order so directs, shall be freed from a charge which, by virtue of the arrangement or compromise, is to cease to have effect.

(3) Where an order is made under subsection (1), a company in relation to which the order is made shall deliver a certified true copy of the order to the Registrar for registration within twenty-eight days after the making of the order.

(4) Where the company defaults in complying with subsection (3), the company and every officer of the company that is in default is liable to pay to the Registrar, an administrative penalty of twenty-five penalty units for each day during which the default continues.

(5) In this section, “property” includes property, rights and powers of every description; and

“liabilities” includes duties of every description although the rights, powers and duties are of a personal character which could not under the general law be assigned or performed vicariously.