Business Rescue and Compromise Offers

1st Edition

Business Rescue and Compromises is the first book in the series looking at the South African Companies Act No 71 of 2008 as amended (“Act”). This book looks at three important aspects of Chapter 6 of the Act: what should be done (obligations), what can be done (rights) and what should first be adhered to (conditions).

Business Rescue and Compromise Offers

6

A practical analysis of the rights and obligations as set out in Chapter 6 of the Companies Act No. 71 of 2008, as amended

The book provides a comprehensive way of presenting the Act, which comprises various navigation tools: Responsibility Charts

•

Case Law Summary

•

Responsibility Count Tables

•

Cross-reference Maps

•

Party Reference Compendium

•

Cross-reference Atlas

•

Deliverable Reference Compendium

This book is the ultimate companion guide for any director, business rescue practitioner, affected party, union representative or any person from the accounting or legal profession who needs to deal with business rescue or compromises.

“My mind works with pictures and, therefore, this book ultimately opened Chapter 6 for me. Once I understood the system the authors used, I easily followed each section. The system opens up the enormous complexity faced by all role players. More than that, it levels the playing field for the legally illiterate (like myself). I felt empowered. The authors successfully decomposed the complexity by highlighting every key element associated with it. The book serves directors, advisors and practitioners alike.”

– Prof Marius Pretorius, University of Pretoria

KJ Gribnitz and RL Appelbaum

These tools break down the long and complicated sentences within the Act and convert them into visual representations which enable you to more easily understand the intended message. Each sentence is represented as a flow chart (Responsibility Chart) and colour-coded text to enable the user to understand both the overall message and the details of the various obligations, rights and conditions.

Business Rescue and Compromise Offers

•

G&A Compass Methodology to

ISBN 978-1-4314-2224-1

KJ Gribnitz and RL Appelbaum 9 781431 422241

1st Edition

A quick guide to using this book

A quick guide to using this book

This book only deals with business rescues and compromises as contemplated in Chapter 6 of the Companies Act No. 71 of 2008, as amended, and therefore only focuses on business rescue proceedings and compromise offers. This Chapter of the Act is particularly onerous, as there are many obligations, rights and conditions that must occur in a very short time when dealing with business rescue. This book has been designed and illustrated to provide a companion guide to any person wanting to read, understand or deal with Chapter 6 of the Act, but ultimately the user must make his or her own interpretation of the Act.

Caution In order for the reader to understand this book and use it correctly and appropriately, the user of this book needs to read every subsection of the Act as provided under every Responsibility Chart or Cross-reference Map prior to interpreting either the Responsibility Map or the Cross-reference Map. The reader must not solely rely on the chart or the map to understand the subsection or crossreferences as set out in the Act. The wording used in a Responsibility Chart has been kept as close as possible to the actual wording of that specific subsection of the Act but, in certain cases, was slightly amended due to constraints of the size of the blocks that were used. The headings given to the various subsections are shown with the Section Cross-reference Maps, but the reader must read the various subsections of the Act, which appear on the referenced pages.

The features set out in this book The book contains the following features, which are intended to highlight various aspects of Chapter 6 of the Companies Act of 2008, as amended:

Responsibility Charts & Count Tables •

Each subsection in chapters 5 to 32 of this book is shown separately in the format of a G&A Compass Responsibility Chart, which is matched to the highlighted text of that subsection of the Act and is presented directly below the corresponding Responsibility Chart. A Responsibility Chart is made up of lines and blocks which are presented in particular colours, where each colour has a specific meaning. A Responsibility Chart specifically shows the actions and conditions prescribed in that specific subsection of the Act, as well as which of those actions are obligations and which

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are rights through the use of purple and yellow circles with numbers therein. What each numeral in the circle means is the number of obligations and/or rights in that specific subsection.

•

At the end of each chapter, there are tables that summarise the indicated obligations, rights and conditions per subsection of the Act. These tables also look at the number of options of obligations, rights and conditions that exist in that subsection. The conditions, obligations and direct rights determine the number of implied rights that Affected Persons have when dealing with the business rescue and compromises. We define (see the definitions on page 20) implied rights, as the basis on which an Affected Party can launch a legal case, based on the non-performance of an obligation, or where certain conditions were not in existence before obligations or rights were undertaken. Each section also shows a table indicating which subsections place obligations and rights on which parties.

•

References to reported case law, which are relevant to that subsection of the Act, are provided.

An updated reference to the latest case law can be found on www.gnacompass.co.za. We invite you to visit our website as it also includes copies of the actual affidavits, business plans published and minutes of meetings held during various business rescues, and is free of charge.

Findings, suggestions and summary •

Chapters 33 to 36 in this book contain a complete analysis of findings of the obligations and rights relating to business rescue as set out in Parts A to D and Offer of Compromise in Part E of Chapter 6. These chapters contain various tables and figures, which include reference to specific, defined parties used in this Chapter and looks at other relationships that arise due to the responsibilities that are prescribed in the Act.

Cross-reference Atlas for the section and Chapter 6 •

Chapter 37 contains a Cross-reference Atlas that references defined parties, important deliverables and Subsection and Chapter Cross-references. This section also includes an index of tables and figures used in the book, as well as a descriptive index of each subsection.

Index, references and tables of contents •

Chapter 38 contains various tables and lists which includes a Party Reference Compendium and Deliverable Reference Compendium which are referred to in various subsections.

•

This section also includes an index of tables and figures used in the book, as well as a descriptive index of each subsection.

Company regulations •

Chapter 39 contains the company regulations and maps these regulations in terms of the various sections of the Act. Various tables have been included which show the section, regulation and which form must be used at the CIPC to undertake a specific action. This section also shows what is required in terms of the regulations and in terms of notices.

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Quick reference guide to the Responsibility Charts and Cross-reference Atlas This quick reference is presented for those who only want to use the Party and Deliverable Reference Compendiums, Responsibility Charts and Cross-reference Atlases and are not interested in the philosophy or in the methodology that was used to create these reference tools.

Responsibility Charts To understand how to use the Responsibility Charts properly, it is advised that the reader takes the time to read chapters 1 to 4 of this book which present the philosophy and methodology used to

Quick reference guide for Responsibility Charts

A quick guide to using this book

create the Responsibility Charts, and how the results are presented and what the total conditions, obligations and rights are. A quick reference guide is provided, which explains how the text is presented in the Act and how the text that accompanies the Responsibility Chart has been enhanced.

Section 149.1 on page 5 and its corresponding Responsibility Chart on page 6 is an example of how the text is converted.

An example of how the text is presented in the Act Shown below is an example of how Section 149 is presented in the Act, where Section 149(1) is one sentence of 81 words. This sentence contains various instructions which are deemed to be obligations, rights or conditions. When the reader reads this subsection it becomes obvious that it is not as simple to differentiate the various responsibilities imposed by the Chapter.

“149. (1) A committee of employees, or of creditors, appointed in terms of section 147 or 148, respectively – (a) may consult with the practitioner about any matter relating to the business rescue proceedings, but may not direct or instruct the practitioner; (b) may, on behalf of the general body of creditors or employees, respectively, receive and consider reports relating to the business rescue proceedings; and (c) must act independently of the practitioner to ensure fair and unbiased representation of creditors’ or employees’ interests.

We have created analysis tools using visual aids to dissect this section and to easily determine what is required as obligation, condition and what a right may be. We define an obligation as something using an auxiliary verb like “must” or “may not” to become a positive or negative obligation which means that it has to be done, coupled to conjunctions such as “and” or “or”. There may be more than one obligation in a sentence. When a sentence is created with the word “may” the Chapter envisions that this is a right but not an obligation. Depending on the use of conjunctions there may exist more than one right. The rights and obligations are very often accompanied by conditions which are indicated by the use of a conjunction or preposition, while definitions mostly consist of conditions.

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To understand which are obligations, rights or conditions, a Responsibility Chart has been created.

Conditions very often refer to other sections and conditions to the subsection being analysed, for which a Cross-reference Atlas was created. To understand how to use the Cross-reference Atlas properly, it is advised that the reader take the time to read chapter 37 of this book which presents the philosophy and methodology that was used to create the Cross-reference Atlas and how the results are presented, along with the amount of cross-references that exist in Chapter 6. A quick reference guide is provided, explaining how the Section Cross-reference Map for Section 141 and 142 and the Chapter Cross-reference Map can be used.

Count Tables general tip 1: How to use Count Tables The Count Tables enable you to determine the various Obligations or Rights for every subsection that are applicable to which party in the “Summary of Obligations and Rights for each party”; while the “Number of Obligations, Rights and Conditions” per section shows what the totals of the Obligations, Rights and Conditions are for each section.

Responsibility Chart general tip 3: “Or” also indicates a choice not to do anything Remember that “or” indicates that the Defined Party has a choice to use any one of the actions or not to use any of the actions at all. So if the party has four actions combined with the word “or”, it indicates that he/she should only perform one action of four and therefore has four options but one choice.

Responsibility Chart general tip 4: Responsibility Charts are created to process the information differently The Responsibility Charts have been designed to aid those people who think and learn in pictures as well as those who do in words. You will note that the text and pictures are displayed in a manner that enables the person to see the logic and structure of the sentence in the Act clearly and immediately.

Responsibility Chart general tip 5: Conditions are not less important Remember that the verification of the Conditions is as important as performing the action. So pay careful attention to Conditions which are required prior to implementing an Obligation or using a Right.

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An example of how the text is enhanced for Section 149.1 A Party multiplier means that it is applicable on both parties

“A committee of employees, or of creditors, appointed in terms of section 147

A Condition is highlighted in grey

or 148, respectively –

(a) may consult with the practitioner about any matter relating to the

Quick reference guide for Responsibility Charts

A quick guide to using this book

May is a defined auxiliary verb & highlighted in purple

business rescue proceedings, but

may not direct May not is a defined auxiliary verb – negative obligation

or

instruct the practitioner;

(b) may, on behalf of the general body of creditors Special conjunction “or” is shown in italics

or

employees, respectively, receive

and

consider reports relating to the business rescue proceedings; Special conjunction “and” is shown in italics

and (c) must act independently of the practitioner to ensure fair and

unbiased representation of creditors’

or

employees’ interests.”

Must is a defined auxiliary verb – an obligation

Parties are underlined in bold typeface

An Action is highlighted in blue of what has to happen 5

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An example of a Responsibility Chart for Section 149.1 Party multiplier

1

Creditors

Ito SecAon 147

A commi/ee of Employees

A condition

2

Ito SecAon 148 Pentagon indicates “may not”

1

(a)

Consult the BRP 1

X

Direct the BRP

Instruct the BRP

Indicates number of rights

2

Creditors (b) +

Receive reports

2

+

On behalf of body

Consider reports

3

4

Employees 3

“and”

Act independently (c)

Creditors

4

+

Fair representaAon 5

Indicates number of obligations

“or”

Employees

Represent unbiased

Indicates number of obligations

Defined party

Throughout the book we have provided a legend for your convenience which is self-explanatory like the one shown below:

Legend when analysing Responsibility Charts AP – Affected (a) Paragraph number Party BRP – Rescue Prac22oner

BR – Business Rescue

Ito – Cross-­‐ reference Defined Party

Ac2on Condi2on

Or

+ And

X May not 1

Party mul2plier

1 Obliga2on

Must

Right

May

1

An example Enhanced text of Sec2on 149(1) 6

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An example of a Responsibility Count Table for Section 149.1 At the end of each chapter there are Responsibility Count Tables, which show the various obligations, rights and conditions per sub-section as shown below:

Referring to the specific Subsection 149(1)

Referring to the specific Section 149

Table 26.1: The number of obligations, rights and conditions for Section 149 Subsection

Obligations

Obligations Options

Rights

Rights Options

Conditions

Conditions Options

149(1)

10

5

8

4

2

3

149(2)

8

8

10

5

16

12

2

3

Obligations applicable to Section 149(1)

Rights applicable to Section 149(1)

Quick reference guide for Responsibility Charts

A quick guide to using this book

Conditions applicable to Section 149(1)

These options indicate when “or” is present or may also indicate the affect of the party multiplier

The table on page 8 shows who the specific party responsible for these obligations, rights and conditions is, while the table on page 9 shows the details of the obligations, rights and conditions, which is discussed in detail on page 32.

Responsibility Chart general tip 8: Read our suggestions and summary If you are a Defined Party, such as an Affected Party or a Practitioner, we suggest that you read our summary on pages 395–404. The suggestions are designed to assist you to understand your role and may guide you to approach your role in an informed manner.

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Listing the defined parties

Positive and negative obligations applicable to the defined party

Rights of Creditors indicated by “may” or another verb/ noun

Total rights and obligations applicable to Creditors

Table 26.3: Summary of the obligations and rights for each party in Section 149 Obligations Subsection

Parties

Rights

Positive Obligations

Negative Obligations

May

Other verb or noun

Totals

Practitioner

0

Company

0

CIPC & Minister

0

Court

0

Directors

0

Shareholders

0

1,2

Creditors

3

2

8

13

1,2

Employees

3

2

8

13

Affected Person

0

6

4

16

0

26

Indicating which subsections are applicable to which defined party

Total obligations are same as the total indicated Section Count Table above

Total rights are same as the total indicated Section Count Table above

Total rights are same as the total indicated Section Count Table above

Count Tables general tip 3: Read chapter 3 to understand the Count Tables If you require more information on how we determine the Implied Rights of the Affected Parties read page 65 in chapter 3.

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The table below shows the various rights that the various Affected Parties have as discussed on page 64 in more detail.

Rights which arise due to obligations or conditions applicable to others

Indicates the rights conferred in the section

Affected Parties as defined in the Act

Indicates the rights conferred in the section

Table 26.5: Implied rights for the Affected Parties in Section 149 Affected Parties

Direct Rights

Common Rights

Implied Rights

Total Rights

0

Direct Obligations

Totals

All Affected Parties

0

Employees

8

1

9

5

14

Creditors

8

1

9

5

14

Shareholders

0

0

0

16

0

18

10

28

2

Rights conferred on all affected parties making it common to all the parties

Quick reference guide for Responsibility Charts

A quick guide to using this book

0

Obligations applicable to the specific or common parties

The Responsibility Chart Count Tables are therefore a summary of the rights, obligations and conditions for every subsection, as well as which party is responsible for these responsibilities.

An example of case law summary for Section 135 At the end of each chapter there is a summary of existing case law, where the judgment handed down is applicable to a specific subsection. The table below shows the example of the reported Court case while the actual judgment can be found on www.gnacompass.co.za.

Number

Section

Case Law

1

135(3)

Cape Point Vineyards (Pty) Ltd v Pinnacle Point Group 2011 (5) SA 600 WCC

Applicable Subsection number pertaining to court case

Judgment and reference 9

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An example of a Section Cross-reference Map The user is advised to read the methodology that was used to create this Section Cross-reference Atlas on page 431.

Rights and obligations count as a result of the cross-references

Precedent which refers to the dependent subsection

Cross-reference Atlas Map for Section 141 Unconsolidated and consolidated

c

Sec7on 130

Cradle indicates where the reference occurs

Sec7on 131 Dependent which is the clause which the Precedent refers too

Sec7on 141(2) c

Sec7on 130

Subsection which is referred to and is a Precedent & Sec7on 131 Dependent

Sec7on 141(2)

Sec7on 141(3)

+ 141(2) Sec7on 141(2) Sec7on

c

c

Sec7on 131

c

Sec7on 141(3)

c

Sec7on 141(3)

1

0

1

3

1

0

Description

Page

130

Objections to Company resolution + Sec7on 141(2) Court order to begin business rescue proceedings

110

c

0

1

3

1

0

Rights and obliga7ons

c Section

131

1

c

Sec7on 131 141(2)

BUSINESS RESCUE TEXT NEW.indd 10

c

Sec7on 141(2)

Sec7on 130

Sec7on 130

10

c

Rights and obliga7ons

c no prospect of rescuing Practitioner identifies

122 216

141(3)

Application by Practitioner to discontinue business Sec7on 141(3) rescue proceedings

226

Reg 125

Notices to be issued by Practitioner concerning business rescue proceedings

555

Subsections, Parts, Chapters or other Acts referenced to in this Atlas

Description of specific Subsection, Part, Chapter or Act referred to

Page number refers to the subsection navigation chart or definition

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Quick reference guide for Section Cross-reference Map

A quick guide to using this book

An example of the legend used in the Section Cross-reference Map Legend when analysing a cross-­‐reference map a Subject to

1

b For purpose

1

c In terms of

1

d Contemplated in

1

e The requirements of

1

f As required by

1

g Fails to comply/sa1sfy

1

h In accordance with

1

i

The provisions

1

j

Set out in

1

k Referred to

1

l

1

In addi1on to

Common phrases used when dealing with cross-references

a b c d e general tip 1: CrossCross-reference Atlas f reference Legend g The Cross-reference Legend shows the different phrases h employed in Chapter 6 when dealing with cross-references i j and which have different requirements. To understand the k different requirements for the various phrases refer to Table l 37.5 on page 425. m n o

Cross-reference Atlas general tip 2: Reference Cradle, precedent and dependent The Reference Cradle indicates the section where the cross-reference occurs, which is usually coupled to the

m Provided for

1

dependent. Depending on the cross-reference phrase used,

n Despite

1

the Reference Cradle may be coupled to the precedent.

o Defined as

1

+

Or

And

Reference Cradle

To understand the difference, refer to page 429. The dependent is the subsection which depends on the precedent which may be a subsection, section, part or the entire chapter.

Indica1ng dependency Sec1on 128(3) Precedent Subsec1on Sec1on 128 (1)(e) Dependent Subsec1on

Cross-reference Atlas general tip 3: Subsection which is a precedent and a dependent There are certain subsections which cross-reference to other subsections, but which are also being cross-referenced to different or even the same subsections. These blocks only

Sec1on 129(3)

occur in the consolidated Section Cross-reference Atlas,

Precedent/dependent

which is confined to only dealing with cross-references in

1 For informa1on only 1 Verify & ac1on required

that section of the Act. For a consolidated view where every subsection in Chapter 6 is linked to the others, you should refer to the Chapter Cross-reference Map on page 474.

1 Verify the informa1on

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An example of the Chapter Cross-reference Map Shown below is the complete Chapter Cross-reference Map for Chapter 6 of the Act, the resolution of which is too small to easily use. Presented on the next page is one section of the four pages of the map shown below. A larger copy (A0 to A3) of this Chapter Cross-reference Map can be downloaded for free from www.gnacompass.co.za.

PART II

PART I 130 to 139(1) & 141(2) 131 to 141(2)

A

13

A

7

A

6

A

8

A

3

A

3

133

129

130

131

132

128 (1)(c)

129 (1)

130 (1)

131 (1)

132 (1)

128 (1)(d)

129 (2)

130 (2)

131 (2)

132 (2)

134 (2)

128 (1)(e)

129 (3)

128 (1)(b)

A

3

128

135

138 to 129(3)& 130(1) 136 to 134(1)

138 to 129(3) & 130(1) 136 to 134(1)

134 (1)

135 (1)

153 to 132(2)

130(1)

130(1) to 139(3)

PART I 1

130 (4)

131 (4)

PART I Chapter 6 to 128(1)(d) &128(1)(f)

128 (1)(g)

129 (5)

130 (5)

131 (5)

128 (1)(h)

129 (6)

130 (6)

131 (6)

128 (1)(j)

129 (7)

132(2)

149 to 128(1)(f)

131(1) to 135(3)

131(1) to 135(3)

4

142

6

C

143

5

Part D to 132(2) & 140(1)

C

144

143 to 135(3)

145(4), 145(5)& 145(6) to 128(1)(j)

Part 25 D

143 (1)

6

1

C

145

145(4), 145(5) & 145(6) to 128(1)(j) C

LRA 189A

139 (3)

140 (3)

141 (3)

INA 1 35A

7(3),75,76,77 to 137(2)

146

147

144 (1)

3

7(3) 75,76,77 to 140(3)

8

137 (6)

75

10

77

143 to 135(3)

2

C

148

2

PART IV to PART II

149

D 3 151

D 8 152

150 (1)

151 (1)

152 (1)

162(7), 69(8)to 138(1)

153 to 132(2)

152 to 130(1) & 134(1)

D 5 150

128(1)f to 155(1)

147 to 149

152 to 130(1) &134(1)

153 to 132(2)

D 7 153

D 2 154

162(7), 69(8)to 138(1)

128(1) f to 155(1)

153 (1)

148 to 149

150 (2)

151 (2)

152 (2)

153 (2)

152(1) to 144(3)

151 (3)

154 (2)

162

155 (2)

162(7)

PART III to PART IV

Linking one Subsection to another Subsection in the Act. Linking a Section of another Act to the Subsection contained in the Act. Linking a Section to a Subsection, implying that all the Subsections in that Section is applicable

PART III

PART III

Sec 9 1 of Sched 5

1

Item 9 of Schedule

Part D to 153(3)

Refers to a specific Section or

INA 1 Subsection in another Act or 35B Regulation 145 145 (6)152 (6)155 (7)135 (9) (4)

25

Refers to a Subsection which can be a precedent or a dependent and does contain at least one cradle, where the colour indicates which Part in the Chapter

152 (6)

153 (6)

155 (6)

152 (7)

153 (7)

155 (7)

155 (8)

+

1

16

4

36

9

37

7

3

38

40

4

39

155 (9)

PART IV

4 B 142

Refers to a Section, with the red square block referring to the amount of Subsections contained therein, and silver block refering to the Part of the chapter

155 (4)

Chapter 6 to 155(1)&154(2)

Legend for the Chapter Cross Reference Map Linking Chapter 6 to a specific Subsection in the Act.

69(8)

153 (5) Part D to 153(3)

1

155 (3) 153(1)

145 (5)

145 (6)

1

151 to 145(5)&147(3)

Chapter 6 to 155(1) & 154 (2)

Refers to Chapter 6 which has 27 Sections Chapter and 125 Subsections, and can be a precedent 6 125 or a dependent but does not have any cradles

153 (3)

153 (4) 151 to 145(5)& 147(3)

143 (6)

13

155 (1)

+

152 (3)

152(1) to 144(3)

PART IV to PART III

PART III

150 (3)

145 (4)

144 (5)

162 to 137(6)

9 E 155

153

147 (3)

144 (4)

162 to 137(6)

PART II TO PART IV

153 to 144(3) & 146 152 to 145(2) & 146

145 (2)

145(4),145(5),& 145(6) to 143(3)

143 (4)

76 +

149 (1)

144 (3)

5

+

152

143 (3)

1

INA 35B

128(1)f to 155(1)

145 (1)

144 (2)

1

136 (3)

149 to 150 to 128(1)(f) 128(1)(c)

C

+

150 to 128(1)(c)

147 to 131(5)

3

147 to 149 148 to 149

143 (2)

141 (2)

150 to 149 to 128(1)(f) 128(1)(c)

152 to 145(2) & 146

125

140 (2)

137 (5)

147 to 131(5)

153 to 144(3),145(2) & 146

Chapter 6

136 (2)A

PART I to PART III

PART III to PART I

143 to 135(3)

B

139 (2)

Part D to 140(1)

150 to 128(1)(c)

Part D to 132(2) & 140(1)

143 to

144(2) to 128(1)(j)

B

138 (2)

LRA 1 189

PART IV

Chapter 6 to 128(1)(d), 128(1)(f), 134(2) &

140 (1)

PART II

Chapter 6

139 (1)

152 to 130(1)&134(1)

128(1)f to 155(1)

144(2) to 128(1)(g)

138 (1)

Chapter 6 to 137(5), 138(2)&140(1)

Part D to 140(1)

131 (8)

128 (2)

128 (3)

137 (2)

138 to 130(6) &131(5)

Chapter 6 to 137(5), 138(2)&140(1)

131(7)

Chapter 6 to 134(2)&138(2)

3

141

Insolvency Act "INA"

149 to 128(1)(f)

152 to 130(1)&134(1)

131 (7)

B

5

140

130(1) to 139(3)

135 (4)

138 to 130(6) &131(5)

128(1)(f)

B

3

139

134 to 136(2)A

PART I to PART II

129 (4)

129(5)

1

B

3

138

Labour Relations Act "LRA"

136 (2)

135 (3) 134 to 136(2)A

128 (1)(f)

+ 76(5)

B

6

137

131(1)

129(3)

76(4)

A

136 (1)

135 (2)

131 (3)

130 (3)

5

136

153 to 132(2)

PART II to PART I

129(1)

A

4

134

PART II

A

130 to 139(1) & 141(2) 131 to 141(2)

PART IV

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An example of PART III of the Chapter Cross-reference Map

Indicating were this PART fits in the CrossReference Map

Cross-reference from Chapter 6 to subsection on a different part of map

Section showing the amount of subsections and which part of Chapter 6

Chapter 6 to 128(1)(d), 128(1)(f), 134(2) & 138(2)

B 4 142

B

6

C

5

Part III

Part IV

PART I to PART III

PART III to PART I

145(4), 145(5) & 145(6) to

Part D to 132(2) & 140(1)

C

6

143

144

145

125

143 (1)

144 (1)

145 (1)

Part 25 D

143 (2)

144 (2)

143 (3)

144 (3)

C

147 to 131(5)

1 128(1)(j) C

146

3

147

C

2

148 153 to 144(3),145(2) & 146 152 to 145(2) & 146

Chapter 6

147 to 149 148 to 149

145 (2)

147 (3) 152(1) to 144(3)

145(4),145(5),& 145(6) to 143(3)

PART III

Subsections shown are those with cradles.

143 to 135(3)

Part II

Cross-reference from subsection to subsection on a different part of the map

Cross-reference from section to subsection on a different part of the overall map

144(2) to 128(1)(j)

Part I

Quick reference guide for Responsibility Charts

A quick guide to using this book

143 (4)

144 (4)

145 (4) 151 to 145(5)& 147(3) Chapter 6 to 155(1) & 154 (2)

144 (5)

Which PART (PART III) this is of the overall map and part it leads to

145 (5) PART III to PART IV

Part D to 153(3)

145 (6)

143 (6)

PART III

Legend for the Chapter Cross Reference Map Refers to Chapter 6 which has 27 Sections Chapter and 125 Subsections, and can be a 6 125 precedent or a dependent but does not have any cradles 4 B 142

Refers to a Section, with the red square block referring to the amount of Subsections contained therein, and silver block refering to the Part of the chapter

Linking Chapter 6 to a specific Subsection in the Act. Linking one Subsection to another Subsection in the Act.

Refers to a specific Section or

INA 1 Subsection in another Act or 35B Regulation

145 145 (6)152 (6)155 Linking a Section of another Act to (7)135 (9) the Subsection contained in the (4) Act.

Refers to a Subsection which can be a precedent or a dependent and does contain at least one cradle, where the colour indicates which Part in the Chapter

Linking a Section to a Subsection, implying that all the Subsections in that Section is applicable PART III

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B US I N E SS R ES CUE A N D COM P ROM I SE OFFE RS

Party Reference Compendium Rights and obligations and the verification of obligations must be performed by various parties as specified in Chapter 6. The Party Reference Compendium shows all the subsections which exist in this Chapter to the specific party as set out below. The Party Reference Compendium can be found on page 488.

Party referred to in the Chapter

Subsection that refers to the party

Page number of the subsection

Shareholders

Section

Page

Applications and definitions applicable to Chapter 6

128(1)

84

Requirements for Practitioner remuneration agreement to be binding

143(3)

235

Setting aside Practitioner remuneration agreement

143(4)

236

Rights of holders of issued securities

146(1)

267

Requirements for the business rescue plan

150(2)

296

Agenda for the meeting to consider the business rescue plan

152(1)

317

Procedures when the plan is not approved on preliminary basis

152(3)

319

Binding effect of an approved plan

152(4)

321

Changes in issued securities to implement the plan

152(6)

323

Pre-emptive rights of Shareholders

152(7)

324

Rejection of the business rescue plan

153(1)

331

Heading of the specific subsection, explaining the subject matter that is dealt with in that subsection

Responsibility Chart general tip 6: Use the Party Reference Compendium If you are looking for information about a specific Defined Party, you should use the Party Reference Compendium on page 488, which is a compilation of all the sections with references to the specific Defined Party.

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Deliverable Reference Compendium In terms of Chapter 6 there are various deliverables and/or dates which have to be complied with, and Deliverable Reference Compendium shows all the subsections which is applicable to the specific deliverable. The Deliverable Reference Compendium can be found on page 498.

Deliverable reference compendium

Subsection that refers to the Deliverable

Page number of the subsection

Extension of time

Section

Page

Requirements after filing resolution & appointing a Practitioner

129(3)

101

Ending business rescue proceedings

132(2)

136

Business rescue proceedings longer than three months

132(3)

137

Time to publish business rescue plan

150(5)

303

Adjournment of meeting to consider business rescue plan

151(3)

311

Procedures after application to set aside a vote

153(2)

333

Quick reference guide for Responsibility Charts

A quick guide to using this book

Heading of the specific subsection, explaining the subject matter that is dealt with in that subsection

Other, referenced legislation compendium This book also contains all the references to other legislation in chapter 38 on page 514 and deals with Company Regulations in chapter 39 on page 553, which does not occur in Chapter 6 but is referred to in various subsections of Chapter 6 as set out on page 488. This enables the user to use this book as a self-contained reference companion guide.

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