COMPANIES ACT, 1929

(d) the dissolution, without winding up, of any transferor
company;
the provision to be made for any persons, who within such
time and in such manner as the court direct, dissent from
the compromise or arrangement;
such incidental, consequential and supplemental matters as
are necessary to secure that the reconstruction or amalgama-
tion shall be fully and effectively carried out.

(2) Where an order under this section provides for the transfer
of property or liabilities, that property shall, by virtue of the order,
be transferred to and vest in, and those liabilities shall, by virtue of
the order, be transferred to and become the liabilities of, the trans-
feree company, and in the case of any property, if the order so directs,
freed from any charge which is by virtue of the compromise or
arrangement to cease to have effect.

(3) Where an order is made under this section, every company in
relation to which the order is made shall cause an office copy thereof
to be delivered to the registrar of companies for registration within
seven days after the making of the order, and if default is made in
complying with this subsection, the company and every officer of the
company who is in default shall be liable to a default fine.

(4) In this section the expression ‘‘ property’ includes property,
rights and powers of every description, and the expression “liabilities”
includes duties.

(3) Notwithstanding the provisions of subsection (5) of the
last foregoing section, the expression ‘company’ in this section does
not include any company other than a company within the meaning
of this Act.

(A

155.—(1) Where a scheme or contract involving the transfer of
shares or any class of shares in a company (in this section referred to
as ‘‘the transferor company’) to another company, whether a
company within the meaning of this Act or not (in this section
referred to as ‘‘the transferee company”), has within four months
after the making of the offer in that behalf by the transferee com-
pany been approved by the holders of not less than nine-tenths in
value of the shares affected, the transferee company may, at any
time within two months after the expiration of the said four months,
give notice in the prescribed manner to any dissenting shareholder
that it desires to acquire his shares, and where such a notice is given
the transferee company shall, unless on an application made by the
dissenting shareholder within one month from the date on which
the notice was given the court thinks fit to order otherwise, be
entitled and bound to acquire those shares on the terms on which
under the scheme or contract the shares of the approving share-
holders are to be transferred to the transferee company:

Provided that, where any such scheme or contract has been so
approved at any time before the commencement of this Act, the
court may by order, on an application made to it by the transferee
company within two months after the commencement of this Act,

Power to

acquire shares of
shareholders
dissenting from
scheme or con-
tract approved
by majority.