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company) may, with the sanction of a special resolution of that company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive in compensation or part compensation for the transfer or sale, shares, policies, or other like interests in the transferee company, for distribution among the members of the transferor company, or may enter into any other arrangement whereby the members of the trans- feror company may, in lieu of receiving cash, shares, policies, or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the transferee company.
(2) Any sale or arrangement in pursuance of this section shall be binding on the members of the transferor company.
(3) If any member of the transferor company who did not vote in favour of the special resolution at either of the meetings held for passing and confirming the same expresses his dissent therefrom in writing addressed to the liquidator, and left at the registered office of the company within seven days after the confirmation of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect, or to purchase his interest at a price to be determined by agreement or by arbitration in manner provided by this section.
(4) If the liquidator elects to purchase the member's interest the purchase money must be paid before the com- pany is dissolved, and be raised by the liquidator in such manner as may be determined by special resolution.
(5) A special resolution shall not be invalid for the pur- poses of this section by reason that it is passed before or concurrently with a resolution for winding up the company, or for appointing liquidators; but, if an order is made within a year for winding up the company by or subject to the supervision of the court, the special resolution shall not be valid unless sanctioned by the court.
(6) For the purposes of an arbitration under this section the provisions of the Companies Clauses Consolidatlon Act, 8 & 9 Viet. 1845, of the Imperial Parliament, with respect to the c. 16. settlement of disputes by arbitration, shall be incorporated with this Ordinance. In the construction of such provi- sions this Ordinance shall be deemed to be the special Act, and the company" shall mean the company which is being wound up, and the words "the Board of Trade" shall be read as meaning the Governor, and any appoint- ment by the said incorporated provisious directed to be made under the band of the secretary, or any two of the directors, may be made under the hand of the liquidator, if only one, or any two or more of the liquidators if more than one.
185-(1) Where a company is being wound up volun- Power to tarily the liquidator or any contributory or creditor may apply to apply to the court to determine any question arising in the court.
8 Edw. 7 c. winding up, or to exercise, as respects the enforcing of 9, 193. calls, or any other matter, all or any of the powers which the court might exercise if the company were being wound up by the court.
(2) The court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partially to the application on such terms and conditions as the court thinks fit, or may make such other order on the application as the court thinks just.
188.-(1) Where a company is being wound up volun- Power of tarily, the liquidator may summon general meetings of the liquidator to company for the purpose of obtaining the sauction of the call general
meeting. company by special or extraordinary resolution, or for any 7. 9. 194. other purposes he may think fit.
(2) In the event of the winding up continuing for more than one year, the liquidator shall summon a general meet- ing of the company at the end of the first year from the commenecment of the winding up, and of each succeeding year, or as soon thereafter as may be convenient, and shall lay before the meeting an account of his acts and dealings and of the conduct of the winding up during the preceding
year.