Companies (Amendment) Act, 1990
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Confirmation of proposals. |
24.—(1) The report of the examiner under section 18 shall be set down for consideration by the court as soon as may be after receipt of the report by the court. | |
(2) The following persons may appear and be heard at a hearing under subsection (1)— | ||
(a) the company, | ||
(b) the examiner, | ||
(c) any creditor or member whose claim or interest would be impaired if the proposals were implemented. | ||
(3) At a hearing under subsection (1) the court may, as it thinks proper, subject to the provisions of this section and section 25 , confirm, confirm subject to modifications, or refuse to confirm the proposals. | ||
(4) The court shall not confirm any proposals— | ||
(a) unless at least one class of members and one class of creditors whose interests or claims would be impaired by implementation of the proposals have accepted the proposals, or | ||
(b) if the sole or primary purpose of the proposals is the avoidance of payment of tax due, or | ||
(c) unless the court is satisfied that— | ||
(i) the proposals are fair and equitable in relation to any class of members or creditors that has not accepted the proposals and whose interests or claims would be impaired by implementation, and | ||
(ii) the proposals are not unfairly prejudicial to the interests of any interested party. | ||
(5) Where the court confirms proposals (with or without modification), the proposals shall be binding on all the members or class or classes of members, as the case may be, affected by the proposal and also on the company. | ||
(6) Where the court confirms proposals (with or without modification), the proposals shall, notwithstanding any other enactment, be binding on all the creditors or the class or classes of creditors, as the case may be, affected by the proposals in respect of any claim or claims against the company and any person other than the company who, under any statute, enactment, rule of law or otherwise, is liable for all or any part of the debts of the company. | ||
(7) Any alterations in, additions to or deletions from the memorandum and articles of the company which are specified in the proposals shall, after confirmation of the proposals by the court and notwithstanding any other provisions of the Companies Acts, take effect from a date fixed by the court. | ||
(8) Where the court confirms proposals under this section it may make such orders for the implementation of its decision as it deems fit. | ||
(9) A compromise or scheme of arrangement, proposals for which have been confirmed under this section shall come into effect from a date fixed by the court, which date shall be not later than 21 days from the date of their confirmation. | ||
(10) On the confirmation of proposals a copy of any order made by the court under this section shall be delivered by the examiner, or by such person as the court may direct, to the registrar of companies for registration. | ||
(11) Where— | ||
(a) the court refuses to confirm proposals under this section, or | ||
(b) the report of an examiner under section 18 concludes that, following the required meetings of members and creditors of a company under this Act, it has not been possible to reach agreement on a compromise or scheme of arrangement, | ||
the court may, if it considers it just and equitable to do so, make an order for the winding-up of the company, or any other order as it deems fit. |