(1)The directors of a company (other than one for which an administration order is in force, or which is being wound up) may make a proposal under this Part to the company and to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs (from here on referred to, in either case, as a " voluntary arrangement").
(2)A proposal under this Part is one which provides for some person (" the nominee ") to act in relation to the voluntary arrangement either as trustee or otherwise for the purpose of supervising its implementation; and the nominee must be a person who is qualified to act as an insolvency practitioner in relation to the company.
(3)Such a proposal may also be made—
(a)where an administration order is in force in relation to the company, by the administrator, and
(b)where the company is being wound up, by the liquidator.
(1)This section applies where the nominee under section 1 is not the liquidator or administrator of the company.
(2)The nominee shall, within 28 days (or such longer period as the court may allow) after he is given notice of the proposal for a voluntary arrangement, submit a report to the court stating—
(a)whether, in his opinion, meetings of the company and of its creditors should be summoned to consider the proposal, and
(b)if in his opinion such meetings should be summoned, the date on which, and time and place at which, he proposes the meetings should be held.
(3)For the purposes of enabling the nominee to prepare his report, the person intending to make the proposal shall submit to the nominee—
(a)a document setting out the terms of the proposed voluntary arrangement, and
(b)a statement of the company's affairs containing—
(i)such particulars of its creditors and of its debts and other liabilities and of its assets as may be prescribed, and
(ii)such other information as may be prescribed.
(4)The court may, on an application made by the person intending to make the proposal, in a case where the nominee has failed to submit the report required by this section, direct that the nominee be replaced as such by another person qualified to act as an insolvency practitioner hi relation to the company.
(1)Where the nominee under section 1 is not the liquidator or administrator, and it has been reported to the court that such meetings as are mentioned in section 2(2) should be summoned, the person making the report shall (unless the court otherwise directs) summon those meetings for the time, date and place proposed in the report
(2)Where the nominee is the liquidator or administrator, he shall summon meetings of the company and of its creditors to consider the proposal for such a time, date and place as he thinks fit.
(3)The persons to be summoned to a creditors' meeting under this section are every creditor of the company of whose claim and address the person summoning the meeting is aware.
(1)The meetings summoned under section 3 shall decide whether to approve title proposed voluntary arrangement (with or without modifications).
(2)The modifications may include one conferring the functions proposed to be conferred on the nominee on another person qualified to act as an insolvency practitioner in relation to the company.
But they shall not include any modification by virtue of which the proposal ceases to be a proposal such as is mentioned in section 1.
(3)A meeting so summoned shall not approve any proposal or modification which affects the right of a secured creditor of the company to enforce his security, except with the concurrence of the creditor concerned.
(4)Subject as follows, a meeting so summoned shall not approve any proposal or modification under which—
(a)any preferential debt of the company is to be paid otherwise than in priority to such of its debts as are not preferential debts, or
(b)a preferential creditor of the company is to be paid an amount in respect of a preferential debt that bears to that debt a smaller proportion than is borne to another preferential debt by the amount that is to be paid in respect of that other debt.
However, the meeting may approve such a proposal or modification with the concurrence of the preferential creditor concerned. the court may give such supplemental directions as it thinks fit and, in particular, directions with respect to things done since the meeting under any voluntary arrangement approved by the meeting.
(7)Except in pursuance of the preceding provisions of this section, an approval given at a meeting summoned under section 3 is not invalidated by any irregularity at or in relation to the meeting.
(1)This section applies where a voluntary arrangement approved by the meetings summoned under section 3 has taken effect.
(2)The person who is for the time being carrying out in relation to the voluntary arrangement the functions conferred—
(a)by virtue of the approval on the nominee, or
(b)by virtue of section 2(4) or 4(2) on a person other than the nominee,
shall be known as the supervisor of the voluntary arrangement.
(3)If any of the company's creditors or any other person is dissatisfied by any act omission or decision of the supervisor, he may apply to the court; and on the application the court may—
(a)confirm, reverse or modify any act or decision of the supervisor,
(b)give him directions, or
(c)make such other order as it thinks fit.
(4)The supervisor—
(a)may apply to the court for directions in relation to any particular matter arising under the voluntary arrangement, and
(b)is included among the persons who may apply to the court for the winding up of the company or for an administration order to be made in relation to it.
(5)The court may, whenever—
(a)it is expedient to appoint a person to carry out the functions of the supervisor, and
(b)it is inexpedient, difficult or impracticable for an appointment to be made without the assistance of the court,
make an order appointing a person who is qualified to act as an insolvency practitioner in relation to the company, either in substitution for the existing supervisor or to fill a vacancy.
(6)The power conferred by subsection (5) is exercisable so as to increase the number of persons exercising the functions of supervisor or, where there is more than one person exercising those functions, so as to replace one or more of those persons.