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As enacted
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Part X · Approval of Arrangements, Amalgamations, and Compromises by Court

256. Court approval of arrangements, amalgamation and compromises

Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

(1)

Notwithstanding the provisions of this Act or the provisions contained in the articles of a company, the court may on the application of —

(a)

a company;

(b)

an administrator appointed under Part XIII; or

(c)

with the leave of the court, any shareholder or creditor of a company, order that an arrangement or amalgamation or compromise shall be binding on the company and on such other persons or classes of persons as the court may specify. Any such order may be made on such terms and conditions as the court thinks fit.

(2)

Before making an order under subsection (1), the court may, on the application of the company or the administrator or any shareholder or creditor or other person who appears to the court to be interested or of its own motion, make any one or more of the following orders :—

(a)

an order that notice of the application together with such information relating to it as the court thinks fit, be given in such form and in such manner and to such persons or classes of persons as the court may specify;

(b)

an order directing the holding of a meeting or meetings of shareholders or any class of shareholders or creditors or any class of creditors of a company, to consider and if determined fit, to approve in such manner as the court may specify, the proposed arrangement or amalgamation or compromise. The court may for that purpose determine the shareholders or creditors that constitute a class of shareholders or creditors of a company;

(c)

an order requiring that report on the proposed arrangement or amalgamation or compromise be prepared for the court by a person specified by the court, and if the court thinks fit, be supplied to the shareholders or any class of shareholders or creditors or any class of creditors of a company or to any other person who appears to the court to be interested;

(d)

an order as to the payment of the costs incurred in the preparation of any such report;

(e)

an order specifying the persons who shall be entitled to appear and be heard on the application to approve the arrangement or amalgamation or compromise.

(3)

An order made under this section shall have effect on and from the date specified in the order.

(4)

Within ten working days of an order being made by the court under this section, the company shall ensure that a copy of the order is delivered to the Registrar.

(5)

Where a company fails to comply with the requirements of subsection (4)—

(a)

the company shall be guilty of an offence and be liable on conviction to a fine not exceeding one hundred thousand rupees; and

(b)

every officer of the company who is in default shall be guilty of an offence and liable on conviction to a fine not exceeding fifty thousand rupees.

Part XI

Provisions Relating to Offshore Companies

Part XII

Winding Up

Part XIII

Administrators Appointment of Administrator

Part XIV

Floating Charges

Part XV

Receivers and Managers

Part XVI

Registrar-General of Companies and Registration Appointment of Officers

Part XVII

Application of Act to Existing Companies

Part XVIII

Overseas Companies

Part XIX

Advisory Commission

Part XX

Companies Disputes Board

Part XXI

Offences Miscellaneous Offences

Part XXII

Miscellaneous Prohibition of Partnership with More Than Twenty Members

Part XXIII

Repeals and Amendments

Schedules