Western Australian Consolidated Acts Western Australian Consolidated Acts (1) Where an
application is made to the Court under the last foregoing section for the
sanctioning of a compromise or arrangement proposed between a company and any
such persons as are mentioned 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 amalgamation of any 2 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 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: —
(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
allotting or appropriation by the transferee company of any shares,
debentures, policies, 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 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.
(2) Where an order
under this section provides for the transfer of property or liabilities, that
property shall by virtue of the order be transferred to and vest in, and 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 an office copy thereof to be filed with the Registrar within
14 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 not exceeding $100 and in
addition a daily fine not exceeding $10 for every day during which the default
continues.
(4) In this section
the expression property includes property rights and powers of every
description, and the expression liabilities includes duties.
[Section 159 amended by No. 113 of 1965
s. 8(1).]