India - Income Tax Act 2010 - Saarc

1.1037 APPENDIX(3) Where a notice given by advertisement includes a notification that copies of astatement setting forth the terms of the compromise or arrangement proposed andexplaining its effect can be obtained by creditors or members entitled to attend themeeting, every creditor or member so entitled shall, on making an application in themanner indicated by the notice, be furnished by the company, free of charge, with a copyof the statement.(4) Where default is made in complying with any of the requirements of this section, thecompany, and every officer of the company who is in default, shall be punishable with finewhich may extend to fifty thousand rupees; and for the purpose of this sub-section anyliquidator of the company and any trustee of a deed for securing the issue of debenturesof the company shall be deemed to be an officer of the company :Provided that a person shall not be punishable under this sub-section if he shows that thedefault was due to the refusal of any other person, being a director, managing director,manager or trustee for debenture holders, to supply the necessary particulars as to hismaterial interests.(5) Every director, managing director, or manager of the company, and every trustee fordebenture holders of the company, shall give notice to the company of such mattersrelating to himself as may be necessary for the purposes of this section; and if he fails todo so, he shall be punishable with fine which may extend to five thousand rupees.SECTION 394 OF COMPANIES ACT, 1956Provisions for facilitating reconstruction and amalgamation of companies.394. (1) Where an application is made to the Tribunal under section 391 for thesanctioning of a compromise or arrangement proposed between a company and anysuch persons as are mentioned in that section, and it is shown to the Tribunal—(a) that the compromise or arrangement has been proposed for the purposes of, orin connection with, a scheme for the reconstruction of any company or companies,or the amalgamation of any two or more companies; and(b) that under the scheme the whole or any part of the undertaking, property orliabilities of any company concerned in the scheme (in this section referred to asa “transferor company”) is to be transferred to another company (in this sectionreferred to as “the transferee company”),the Tribunal may, either by the order sanctioning the compromise or arrangement or bya subsequent order, make provision for all or any of the following matters :(i) the transfer to the transferee company of the whole or any part of the undertaking,property or liabilities of any transferor company;(ii) the allotment or appropriation by the transferee company of any shares, debentures,policies, or other like interests in that company which, under the compromiseor arrangement, are to be allotted or appropriated by that company to orfor any person;(iii) the continuation by or against the transferee company of any legal proceedingspending by or against any transferor company;(iv) the dissolution, without winding up, of any transferor company;(v) the provision to be made for any persons who, within such time and in suchmanner as the Tribunal directs, dissent from the compromise or arrangement;and(vi) such incidental, consequential and supplemental matters as are necessary tosecure that the reconstruction or amalgamation shall be fully and effectivelycarried out :