In forceAmended2020 Revised Edition

Contents

Companies Act 1967 · 2020 Revised Edition · Part 7 · Arrangements, Reconstructions and Amalgamations

211. Information as to compromise with creditors, members and holders of units of shares of company

Amended

Last amended by an amending law of 2014.

(1)

Where a meeting is summoned under section 210, there must —

(a)

with every notice summoning the meeting which is sent to a creditor, member or holder of units of shares of the company — be sent also a statement explaining the effect of the compromise or arrangement and in particular stating any material interests of the directors, whether as directors or as members, creditors or holders of units of shares of the company or otherwise, and the effect thereon of the compromise or arrangement in so far as it is different from the effect on the like interests of other persons; and

(b)

in every notice summoning the meeting which is given by advertisement — be included either such a statement or a notification of the place at which and the manner in which creditors, members or holders of units of shares of the company entitled to attend the meeting may obtain copies of such a statement.

(2)

Where the compromise or arrangement affects the rights of debenture holders, the statement must give the like explanation with respect to the trustee for the debenture holders as, under subsection (1), a statement is required to give with respect to the directors.

(3)

Where a notice given by advertisement includes a notification that copies of such a statement can be obtained, every creditor, member or holder of units of shares of the company entitled to attend the meeting must on making application in the manner indicated by the notice be furnished by the company free of charge with a copy of the statement.

(4)

Each director and each trustee for debenture holders must give notice to the company of such matters relating to the director or the trustee as may be necessary for the purposes of this section within 7 days of the receipt of a request in writing for information as to such matters.

(5)

Where default is made in complying with any requirement of this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.

(6)

For the purpose of subsection (5), the liquidator of the company and any trustee for debenture holders are deemed to be officers of the company.

(7)

Despite subsection (5), a person shall not be liable under that subsection if the person shows that the default was due to the refusal of any other person, being a director or trustee for debenture holders, to supply the necessary particulars as to the person’s interests.

Terms defined in s 4

charge
Defined · s 4
“charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise;
Open s 4
company
Defined · s 4
“company” means a company incorporated under this Act or under any corresponding previous written law;
Open s 4
debenture
Defined · s 4
“debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not, but does not include —(a)a cheque, letter of credit, order for the payment of money or bill of exchange;(b)subject to the regulations, a promissory note having a face value of not less than $100,000 and having a maturity period of not more than 12 months;(c)for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be;
Open s 4
director
Defined · s 4
“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director;
Open s 4
liquidator
Defined · s 4
“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;
Open s 4
officer
Defined · s 4
“officer”, in relation to a corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of a company appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
Open s 4