646 SECRETARIAL PRACTICE
promise or arrangement shall, if sanctioned by the court, be binding
on all the creditors or the class of creditors, or on the members or
class of members, as the case may be, and also on the company or,
in the case of a company in the course of being wound up, on the
liquidator and contributories of the company.
(3) An order made under subsection (2) of this section shall
have no effect until an office copy of the order has been delivered to
the registrar of companies for registration, and a copy of every such
order shall be annexed to every copy of the memorandum of the
company issued after the order has been made, or, in the case of a
company not having a memorandum, of every copy so issued of the
instrument constituting or defining the constitution of the company.

(4) If a company makes default in complying with subsection
(3) of this section, the company and every officer of the company who
is in default shall be liable to a fine not exceeding one pound for each
copy in respect of which default is made.

(5) In this section the expression “company” means any
company liable to be wound up under this Act, and the expression
“arrangement” includes a re-organisation of the share capital of the
company by the consolidation of shares of different classes or by the
division of shares into shares of different classes or by both those
methods.

Provisions for 154.—(1) Where an application is made to the court under the last

ane re. 4 foregoing section of this Act for the sanctioning of a compromise or

amalgamation of arrangement proposed between a company and any such persons

companies. as are mentioned in that section, 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 two or more com-
panies, and that under the scheme the whole or any part of the under-
taking or the property of any company concerned in the scheme
fin 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 court may, either by the order sanctioning
the compromise or arrangement or by any subsequent order, make
provision for all or any of the following matters: —

(a) the transfer to the transferee company of the whole or any
part of the undertaking and of the property or liabilities of
any 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 any transferor
company;