(a ) with every notice summoning the meeting which is sent to a creditor or member, be sent also a statement explaining the effect of the compromise or arrangement and in particular stating any material interests of the directors of the company, whether as directors or as members or as creditors of the company or otherwise, and the effect thereon of the compromise or arrangement, in so far as it is different from the effect on the like interests of other persons; and (b ) in every notice summoning the meeting which is given by advertisement, be included either such a statement as aforesaid or a notification of the place at which and the manner in which creditors or me mbers entitled to attend the meeting may obtain one copy each of such a statement as aforesaid. (2 ) Where the compromise or arrangement affects the rights of debenture holders of the company, the said statement shall give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the company’s directors. (3) Where a notice given by advertisement includes a notification that copies of a statement explaining the effect of the compromise or arrangement proposed can be obtained by creditors or members entitled to attend the meeting, every such creditor or member shall, on making application in the manner indicated by the notice, be furnished by the company free of charge with a copy of the statement. (4 ) Where a company makes default in complying with any requirement of this section every officer of the company who is in default shall be guilty of an offence and liable to a fine not exceeding level six or to imprisonment for a period not exceeding six months or to both such fine and such imprisonment, and for the purpose of this subsection any liquidator of the company and any trustee of a deed for securing the issue of debentures of the company shall be deemed to be an officer of the company: Provided that a person shall not be liable under this subsection if that person shows that the default was due to the refusal of any other person, being a director or trustee for debenture holders, to supply the necessary particulars as to his interests. (5) It shall be the duty of any director of the company and of any trustee for debenture holders of the company to give notice to the company of such matters relating to himself as may be necessary for the purposes of this section and any person who makes default in complying with this subsection shall be guilty of an offence and liable to a fine not exceeding level six or to imprisonment for a period not exceeding six months or to both such fine and such imprisonment. [Section as amended by Act No. 22 of 2001] 193 Provisions for facilitating reconstruction and amalgamation of companies (1 ) Where an application is made to the court under section one hundred and ninety -one for the sanctioning of a compromise or arrangement proposed between a company and any such amalgamation of persons 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 companies and that under the scheme the whole or any part of the undertaking, or the property of any company concerned in the scheme, in 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; (b ) 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; (c) the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (d ) the dissolution, without winding up, of any transferor company; (e) the provisions to be made for any persons who, within such time and in such manner as the court directs, dissent from the compromise or arrangement; (f) such incidental matters as are necessary to secure that the reconstruction or amalgamation 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 transferee company and, in the case of any property, if the order so directs, freed from any pledge or hypothecation which is, by virtue of the compromise or arrangement, to cease to have effect. The transfer under this subsection of any immovable property or mining claims shall be made in accordance with any law governing the transfer thereof. (3 ) Where an order is made under this section, every company in relation to which the order is made shall cause a copy thereof certified by the registrar of the court, together with a copy of the deed of compromise or