—(1) Where an application is made to the Court under this Part for the approval of a compromise or arrangement 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 the 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 (referred to in this section as the transferor company) is to be transferred to another company (referred to in this section as the transferee company), the Court may, subject to subsection (1A), either by the order approving the compromise or arrangement or by any subsequent order provide for all or any of the following matters:
the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of the transferor company;
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;
the continuation by or against the transferee company of any legal proceedings pending by or against the transferor company;
the dissolution, without winding up, of the transferor company;
the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement;
such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out.
(1A) Without prejudice to section 210(4A), the Court shall not make any order providing for the transfer of the whole or any part of the undertaking or the property of a banking corporation incorporated in Singapore or licensed insurer incorporated in Singapore unless the Minister charged with the responsibility for banking or insurance matters, as the case may be, has consented to the transfer or has certified that his consent is not required.
[16/2011 wef 01/05/2011]
[1/2007 wef 31/03/2007]
(2) Where an order made under this section provides for the transfer of property or liabilities, then by virtue of the order that property shall be transferred to and vest in, and those liabilities shall be transferred to and become the liabilities of, the transferee company, free in the case of any particular property if the order so directs, 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 lodge within 7 days of the making of the order —
a copy of the order with the Registrar; and
where the order relates to land, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land,
and every company which makes default in complying with this section 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 $2,000 and also to a default penalty.
(4) No vesting order, referred to in this section, shall have any effect or operation in transferring or otherwise vesting land until the appropriate entries are made with respect to the vesting of that land by the appropriate authority.
(5) In this section —
“liabilities” includes duties;
“property” includes property, rights and powers of every description.
(6) Notwithstanding section 210(11), “company” in this section does not include any company other than a company as defined in section 4.
[UK, 1948, s. 208; Aust., 1961, s. 183]