Clause 135

by deleting subsections (1), (2) and (3) and substituting the following subsections:“(1) Where a compromise or an arrangement is proposed between —

a company and its creditors or any class of them;

a company and its members or any class of them; or

a company and holders of units of shares of the company or any class of them,the Court may, on the application in a summary way of any person referred to in subsection (2), order a meeting of the creditors, the members of the company, the holders of units of shares of the company, or a class of such persons, to be summoned in such manner as the Court directs.(2) The persons referred to in subsection (1) are —

in the case of a company being wound up, the liquidator; and

in any other case —

the company; or

any creditor, member or holder of units of shares of the company.(3) A meeting held pursuant to an order made under subsection (1) may be adjourned from time to time if the resolution for the adjournment is approved by a majority in number representing three‑fourths in value of —

the creditors or class of creditors; (b)the members or class of members; or

the holders of units of shares or class of holders of units of shares,present and voting either in person or by proxy at the meeting.(3AA) If the conditions set out in subsection (3AB) are satisfied, a compromise or an arrangement shall be binding —

in the case of a company in the course of being wound up, on the liquidator and contributories of the company; or

in the case of any other company, on the company and on all —

the creditors or class of creditors;

the members or class of members; or (iii)the holders of units of shares or class of holders of units of shares, as the case may be.(3AB) The conditions referred to in subsection (3AA) are as follows:

unless the Court orders otherwise, a majority in number of —

the creditors or class of creditors; (ii)the members or class of members; or

the holders of units of shares or class of holders of units of shares,present and voting either in person or by proxy at the meeting or the adjourned meeting agrees to the compromise or arrangement;

the majority in number referred to, or such number as the Court may order, under paragraph (a) represents three‑fourths in value of —

the creditors or class of creditors; (ii)the members or class of members; or

the holders of units of shares or class of holders of units of shares,present and voting either in person or by proxy at the meeting or the adjourned meeting, as the case may be; and

the compromise or arrangement is approved by order of the Court.”;

by deleting the words “subsection (3)” in subsection (5) and substituting the words “subsection (3AB)(c)”;

by deleting subsection (6) and substituting the following subsection:“(6) Subject to subsection (7), a copy of every order made under subsection (3AB)(c) shall be annexed to every copy of the constitution of the company issued after the order has been made.”;

by deleting the words “shareholders and creditors of the company” in subsection (8)(b) and substituting the words “shareholders, creditors and holders of units of shares of the company”;

by deleting the words “member or creditor” in subsection (10) and substituting the words “member, creditor or holder of units of shares”;

by inserting, immediately after subsection (10), the following subsections:“(10A) Where the terms of any compromise or arrangement approved under this section provides for any money or other consideration to be held by or on behalf of any party to the compromise or arrangement in trust for any person, the person holding the money or other consideration may, after the expiration of 2 years and shall before the expiration of 10 years from the date on which the money or other consideration was received by the person, transfer the money or other consideration to the Official Receiver.(10B) The Official Receiver shall —

deal with any moneys received under subsection (10A) as if the moneys were paid to him under section 322; and

sell or dispose of any other consideration received under subsection (10A) in such manner as he thinks fit and shall deal with the proceeds of such sale or disposal as if it were moneys paid to him under section 322.”;

by deleting the words “or society” in the definition of “company” in subsection (11);

by deleting the full‑stop at the end of the definition of “company” in subsection (11) and substituting a semi‑colon, and by inserting immediately thereafter the following definition:“ “holder of units of shares” does not include a person who holds units of shares only beneficially.”; and

by deleting the section heading and substituting the following section heading:“Power to compromise with creditors, members and holders of units of shares”.