Cap. 386 Art. 375Application to court to supervise division and powersof the court in relation thereto.

(1) The company to be divided may apply to the court for it to supervise the division.

(2) The court shall as a result have the power -

(a) to call a general meeting of the shareholders of the company to be divided in order to decide upon the division by extraordinary resolution;

(b) to ensure that the shareholders of each of the companies involved in the division have received or can obtain at least the documents referred to in article 365 in time to examine them before the date of the general meeting of their company called to decide upon the division: Provided that if, by virtue of article 362(6), the general meeting of any of the recipient companies is not to be held, the court shall ensure that the shareholders of the recipient companies shall have at least one month within which to exercise the rights conferred on them by that article: Provided further that the provisions of this paragraph shall, with regard to division by the formation of new companies, apply only to the company being divided;

(c) to call any meeting of creditors of each of the companies involved in the division in order to decide upon the division;

(d) to ensure that the creditors of each of the companies involved in the division have received or can obtain at least the draft terms of division in time to examine them before the date referred to in paragraph (b); and

(e) to approve the draft terms of division.

(3) Where the court establishes that the conditions referred to in sub-article (2)(b) and (d) have been fulfilled and that no prejudice would be caused to shareholders or creditors, it may -

(a) relieve the Registrar from the obligation relating to the publication of the statement referred to in article 401(1)(e) required pursuant to the registration of the draft terms of division in accordance with article 361(5);

(b) relieve the companies involved in the division from applying the conditions referred to in article 362(6)(a) and (b); and

(c) relieve the companies involved in the division from applying the provisions of article 365, in so far as they relate to the period and the manner prescribed for the inspection of the documents referred to therein.

(4) The provisions of article 368(3) shall not apply to a division under this Chapter where a majority in number representing three-fourths in value of the creditors of the company to be divided have agreed to forego such joint and several liability as is referred to in article 368(3).