48(1)Where a compromise or arrangement is proposed between a company and its shareholders, or any class of them, affecting the rights of shareholders or any class of them under the company’s letters patent or supplementary letters patent or by-laws, a judge of the Court may on application in a summary way of the company or of any shareholder order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in the manner that the judge directs.

48(2)If the shareholders or class of shareholders, as the case may be, present in person or by proxy at the meeting, by three-fourths of the shares of each class represented and voted agree to the compromise or arrangement either as proposed or as altered or modified at such meeting called for the purpose, the compromise or arrangement may be sanctioned by a judge as aforesaid, and if so sanctioned the compromise or arrangement and any reduction or increase of share capital and any provision for the allotment or disposition thereof by sale or otherwise as therein set forth, may be confirmed by supplementary letters patent, which are binding on the company and the shareholders or class of shareholders, as the case may be.

48(3)Where at the meeting called as hereinbefore provided dissentient votes are cast by shareholders of one or more classes affected, and where, notwithstanding such dissentient votes, the compromise or arrangement is agreed to by the holders by three-fourths of each class represented, it is necessary, unless the judge in his discretion otherwise orders, that the company notify each dissentient shareholder in the manner prescribed by the judge of the time and place when application will be made to the judge for the sanction of the compromise or arrangement.

48(4)The expression “arrangement” as used in this section shall be construed as extending to any reorganization of the share capital of the company including, without limiting the foregoing, the consolidation of shares of different classes, the division of shares of different classes, the conversion of shares into shares of another class or classes and the modification of the provisions attaching to shares of any class or classes and as including an amalgamation or reconstruction as hereinafter defined which expression “amalgamation or reconstruction” means an arrangement pursuant to which a company, in this subsection called “the transferor company,” transfers or sells or proposes to transfer or sell to any other company, in this subsection called “the transferee company”, the whole or a substantial part of the business and assets of the transferor company for a consideration consisting in whole or in part of shares, debentures or other securities of the transferee company and either, any part of such consideration is proposed to be distributed among shareholders of the transferor company of any class, or the transferor company proposes to cease carrying on the business or part of its business so sold or transferred or proposed to be sold and transferred.

48(5)This section shall be construed as enabling only.

48(1)Where a compromise or arrangement is proposed between a company and its shareholders, or any class of them, affecting the rights of shareholders or any class of them under the company’s letters patent or supplementary letters patent or by-laws, a judge of the Court may on application in a summary way of the company or of any shareholder order a meeting of the shareholders of the company or of any class of shareholders, as the case may be, to be summoned in the manner that the judge directs.

48(2)If the shareholders or class of shareholders, as the case may be, present in person or by proxy at the meeting, by three-fourths of the shares of each class represented and voted agree to the compromise or arrangement either as proposed or as altered or modified at such meeting called for the purpose, the compromise or arrangement may be sanctioned by a judge as aforesaid, and if so sanctioned the compromise or arrangement and any reduction or increase of share capital and any provision for the allotment or disposition thereof by sale or otherwise as therein set forth, may be confirmed by supplementary letters patent, which are binding on the company and the shareholders or class of shareholders, as the case may be.

48(3)Where at the meeting called as hereinbefore provided dissentient votes are cast by shareholders of one or more classes affected, and where, notwithstanding such dissentient votes, the compromise or arrangement is agreed to by the holders by three-fourths of each class represented, it is necessary, unless the judge in his discretion otherwise orders, that the company notify each dissentient shareholder in the manner prescribed by the judge of the time and place when application will be made to the judge for the sanction of the compromise or arrangement.

48(4)The expression “arrangement” as used in this section shall be construed as extending to any reorganization of the share capital of the company including, without limiting the foregoing, the consolidation of shares of different classes, the division of shares of different classes, the conversion of shares into shares of another class or classes and the modification of the provisions attaching to shares of any class or classes and as including an amalgamation or reconstruction as hereinafter defined which expression “amalgamation or reconstruction” means an arrangement pursuant to which a company, in this subsection called “the transferor company,” transfers or sells or proposes to transfer or sell to any other company, in this subsection called “the transferee company”, the whole or a substantial part of the business and assets of the transferor company for a consideration consisting in whole or in part of shares, debentures or other securities of the transferee company and either, any part of such consideration is proposed to be distributed among shareholders of the transferor company of any class, or the transferor company proposes to cease carrying on the business or part of its business so sold or transferred or proposed to be sold and transferred.

48(5)This section shall be construed as enabling only.