arrangement, as the case may be, to be delivered to the Registrar for registration within one month after the ma king 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 guilty of an offence and liable to a default fine not exceeding level one. (4 ) In this section the expression “property” includes property, rights and powers of every description and the expression “liabilities” includes duties. (5 ) Notwithstanding subsection (5 ) of section one hundred and ninety-one, the expression “company” in this section does not include any company other than a company within the meaning of this Act. [Section as amended by Act No. 22 of 2001] 194 Power to acquire shares of members dissenting from scheme or contract approved by majority (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 company, been approved by the holders of not less than nine-tenths in value of the shares whose transfer is involved, other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary, 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 member that it desires to acquire his shares, and when such notice is given the transferee company shall, unless on an application made by the dissenting member 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 members are to be transferred to the transferee company: Provided that where shares in the transferor company of the same class or classes as the shares whose transfer is in volved are already held as aforesaid to a value greater than one-tenth of the aggregate of their value and that of the shares, other than those already held as aforesaid, whose transfer is involved, the foregoing provisions of this subsection shall not apply unless — (a ) the transferee company offers the same terms to all holders of the shares, other than those already held as aforesaid, whose transfer is involved or, where those shares include shares of different classes, of each class of them; and (b ) the holders who approve the scheme or contract, besides holding not less than nine-tenths in value of the shares, other than those already held as aforesaid, whose transfer is involved, are not less than three fourths in number of the holders of those shares. (2 ) Where, in pursuance of any such scheme or contract as aforesaid, shares in a company are transferred to another company or its nominee, and those shares together with any other shares in the first-mentioned company held by, or by a nominee for, the transferee company or its subsidiary at the date of the transfer comprise or include nine-tenths in value of the shares in the first-mentioned company or of any class of those shares, then — (a ) the transferee company shall within one month from the date of the transfer, unless on a previous transfer in pursuance of the scheme or contract it has already complied with this requirement, give notice of that fact in the prescribed manner to the holders of the remaining shares or of the remaining shares of that class, as the case may be, who have not assented to the scheme or contract; and (b ) any such holder may within three months from the giving of the notice to him require the transferee company to acquire the shares in question; and where a member gives notice under paragraph (b ) with respect to any shares, the transferee company shall be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving members were transferred to it, or on such other terms as may be agreed or as the court on the application of either the transferee company or the member thinks fit to order. (3 ) Where a notice has been given by the transferee company under subsection (1 ) and the court has not, on an application made by the dissenting member, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given or, if an application to the court by the dissen ting member is then pending, after that application has been disposed of, transmit a copy of the no tice to the transferor company together with an instrument of transfer executed on behalf of the member by any person appointed by the transferee company and on its own behalf by the transferee company, and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares. (4 ) Any sums received by the transferor company under this section shall be paid into a separate bank account and any such sums and any other consideration so received shall be held by that company in trust for the several persons entitled to the shares in respect of which the said sums or other consideration were respectively received.