Section 247: Short form amalgamation

247. Short form amalgamation (1) A company and one or more other companies that is or that are directly or indirectly wholly owned by it may amalgamate and continue as one company (being the company first referred to) without complying with section 245 or 246 where— (a) the amalgamation is approved by a resolution of the Board of each amalgamating company; and [Issue 5] C35 – 148 Revised Laws of Mauritius (b) each resolution provides that— (i) the shares of each amalgamating company, other than the amalgamated company, shall be cancelled without payment or other consideration; (ii) the constitution of the amalgamated company, if it has one, shall be the same as the constitution of the company first referred to, if it has one; and (iii) the Board is satisfied on reasonable grounds that the amalgamated company shall, immediately after the amalgamation becomes effective, satisfy the solvency test. (2) Two or more companies, each of which is directly or indirectly wholly owned by the same company, may amalgamate and continue as one company without complying with section 245 or 246 where— (a) the amalgamation is approved by a resolution of the Board of each amalgamating company; and (b) each resolution provides that— (i) the shares of all but one of the amalgamating companies shall be cancelled without payment or other consideration; (ii) the constitution of the amalgamated company, if it has one, shall be the same as the constitution of the amalgamating company whose shares are not cancelled, if it has one; and (iii) the Board is satisfied on reasonable grounds that the amalgamated company shall, immediately after the amalgamation becomes effective, satisfy the solvency test. (3) The Board of each amalgamating company shall, not less than 28 days before the amalgamation is proposed to take effect, give written notice of the proposed amalgamation to every secured creditor of the company. (4) The resolutions approving an amalgamation under this section, taken together, shall be deemed to constitute an amalgamation proposal that has been approved. (5) The directors who vote in favour of a resolution under subsection (1) or (2), as the case may be, shall sign a certificate stating that, in their opinion, the conditions set out in subsection (1) or (2) are satisfied, and the grounds for that opinion. (6) A director who fails to comply with subsection (5) shall commit an offence and shall, on conviction, be liable to the penalty set out in section 330 (1).