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Part 4 · Corporate Insolvency, Restructuring and Dissolution — Preliminary

62. Matters constituting affairs of company

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A reference in section 125(1)(f) or 157 to the affairs of a company is, unless the contrary intention appears, to be construed as a reference to —

(a)

the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with another person or other persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with another person or other persons and including property held as agent, bailee or trustee), liabilities (including liabilities owed jointly with another person or other persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the company;

(b)

in the case of a company (not being a trustee company) that is a trustee (but without limiting paragraph (a)), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust;

(c)

the internal management and proceeding of the company;

(d)

any act or thing done (including any contract made and any transaction entered into) by or on behalf of the company, or to or in relation to the company or its business or property, at a time when —

(i)

a receiver, or a receiver and manager, is in possession of, or has control over, property of the company;

(ii)

the company is under judicial management;

(iii)

a compromise or an arrangement made between the company and another person or other persons is being administered; or

(iv)

the company is being wound up,and, without limiting the generality of the foregoing, any conduct of such a receiver or such a receiver and manager, or such a judicial manager, of any person administering such a compromise or arrangement or of any liquidator or provisional liquidator of the company;

(e)

the ownership of shares in, debentures of, and interests issued by, the company;

(f)

the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the company or to dispose of, or to exercise control over the disposal of, such shares;

(g)

matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the company, or are or have been able to control or materially to influence the policy of the company;

(h)

the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or interests issued by, the company;

(i)

where the company has issued interests, any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the interests relate; and

(j)

matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters mentioned in any of the preceding paragraphs.

Report

Part 5

Scheme of Arrangement

Part 5A

Simplified Restructuring of Debts

Part 6

Corporate Insolvency — Receivership

Part 7

Judicial Management

Part 8

Winding Up

Part 9

Provisions Applicable in Judicial Management and Winding Up

Part 10

Winding Up of Unregistered Companies and Liquidation or Dissolution of Foreign Companies

Part 10A

Simplified Winding Up

Part 11

Cross-Border Insolvency

Part 12

General Provisions Applicable to Parts 4 to 11

Part 13

Bankruptcy — Preliminary

Part 14

Voluntary Arrangements

Part 15

Debt Repayment Scheme

Part 16

Proceedings in Bankruptcy

Part 17

Administration in Bankruptcy

Part 18

Annulment and Discharge

Part 19

Duties, Disqualification and Disabilities of Bankrupt

Part 20

Bankruptcy Offences

Part 21

Bankruptcy Miscellaneous Provisions

Part 22

Provisions Against Debt Avoidance and Limitation on Certain Contractual Rights

Part 23

Miscellaneous and General Provisions

Part 24

Consequential and Related Amendments to Other Acts

Part 25

Saving and Transitional Provisions

Schedules