(1)Where an application is made to the [[Tribunal] under section 391 for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the [Tribunal] [ Substituted by Act 11 of 2003, Section 41, for " Court" .],-(a)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 two or more companies; and(b)that under the scheme the whole or any part of the undertaking, property or liabilities of any company concerned in the scheme (in this section referred to as a "transferor company") is to be transferred to another company (in this section referred to as the "transferee company"), the [Tribunal] [ Substituted by Act 11 of 2003, Section 41, for " Court" .] may, either by the order sanctioning the compromise or arrangement or by a 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 compromise or arrangement, are to be allotted or appropriated by that company to or for any person;(iii)the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;(iv)the dissolution, without winding up, of any transferor company;(v)the provision to be made for any person who, within such time and in such manner as the [Tribunal] [ Substituted by Act 11 of 2003, Section 41, for " Court" .] directs, dissent from the compromise or arrangement; and(vi)such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out:[Provided that no compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the amalgamation of a company, which is being wound up, with any other company or companies, shall be sanctioned by the [Tribunal] [Added by Act 31 of 1965, Section 49 (w.e.f. 15.10.1965). ][unless the [Tribunal] [Added by Act 31 of 1965, Section 49 (w.e.f. 15.10.1965). ][has received a report from [* * *] [Added by Act 31 of 1965, Section 49 (w.e.f. 15.10.1965). ] [the Registrar that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest:Provided further that no order for the dissolution of any transferor company under clause (iv) shall be made by the [Tribunal] [Added by Act 31 of 1965, Section 49 (w.e.f. 15.10.1965). ][unless the Official Liquidator has, on scrutiny of the books and papers of the company, made a report to the [Tribunal] [Added by Act 31 of 1965, Section 49 (w.e.f. 15.10.1965). ][that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest.] [Added by Act 31 of 1965, Section 49 (w.e.f. 15.10.1965). ]
