Power to
examination of promoters. directors, &c.
8 Edw. 7 c. 69 s. 175,
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(3) The court may require him to produce any hooks and papers in his custody or power relating to the com- pany; but, where he claims any lion on books or papers produced by him, the production shall be without prejuitice to that lien, and the court shall have jurisdiction in the winding up to determine all questions relating to that lien.
(4) If any person so summoned, after being tendered a reasonable sum for his expenses, refuses to coma before the court at the time appointed, not having a lawful impe- diment (made knowa to the court at the time of its sitting, and allowed by it), the court may cause him to be appre- hended, and brought before the court for examination.
170.-()) When an order has been made for winding order public up a company by the court, and the official receiver has made a further report under this Ordinance stating that in his opinion a frund has been committed by any person in the promotion or formation of the company, or by any director or other officer of the company in relation to the company since its formation, the court may, after consider- ation of the report, direct that any person who has taken any part in the promotion or formation of the company, or has been a director, or officer of the company, shall atrend before the court on a day appointed by the court for that purpose, and be publicly examined as to the promotion or formation or the conduct of the business of the com- pauy or as to his conduct and dealings as director or officer thereof.
Power
to arrest
Ib. 8. 176.
(2) The official receiver shall take part in the examina- tion, and for that purpose may, if specially authorised by the court in that behalf, employ a solicitor with or without counsel.
(3) The liquidator, where the official receiver is not the liquidator, and any creditor or contributory, may also take part in the examination either personally or by solicitor or counsel.
(4) The court may put such questions to the person examined as the court thinks fit.
(5) Tho person examined shall be examined on oath, and shall answer all such questions as the court may put or allow to be put to hita.
(6) A person ordered to be examined under this section shull at his own cust, before bis examination, he furnished with a copy of the official receiver's report, and may at his own cost employ a solicitor with or without counsel, who shall he at liberty to put to him such questions as the court may deem just for the purpose of enabling him to explain or qualify any answers given by him: Provided that if he is, in the opinion of the court, exculpated from any charges made or suggested against him, the court may allow him such costs as in its discretion it may think fir.
(7) Notes of the examination shall be taken down in writing, and shall he read over to or by, and signed by, the person examined, and may thereafter he used in evidence against him, and shall be open to the inspection of any ereditar or contributory at all reasonable rimos.
(8) The court may, if it thinks fit, adjourn the examin- ation from time to time.
(9) An examination under this section may, if the court so dirents, and subject to general cales, be held before any officer of the Supreme Court, named for the purpose by the court and the powers of the court under this section as to The conduct of the examination, but not as to costs, may be exercised by the person before whom the examination is held.
171. The court, at any time either before or after absconding making a winding-up order, on proof of probable cause for contributory believing that a contributory is about to quit the Colony, or otherwise to abscond, or to remove or conceal any of his property for the purpose of evading payment of calls, or of avoiding examination respecting the affairs of the company, may cause the contributory to be arrested, and his books and papers and moveable personal property to be seized, and him and them to be safely kept until such time as the court may order.
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172. Any powers by this Ordinance conferred on the rowers of court shall be in addition to and not in restriction of any court cuma- existing powers of instituting proceedings against any con- lative. tributory or debtor of the company, or the estate of any 89. 177. contributory or debtor for the call or other sums.
Enforcement of an ! Appeal from Orders.
s Edw. 7 c.
force orders.
173. Orders made by the Court under this Ordinance may Power to en- be enforced in the same manner as orders made it any 16. 6. 178. action pending therein.
174. Subject to rales of court, an appeal from any
order Appeals or decision unde or given in the winding up of a company . s. 181.
from order.
by the court under this Ordinance shall lie in the same mammer and subject to the same conditions as an appeal from any order or decision of the court in cases within its original jurisdiction; subject to this restriction that no such appeal shall be heard unless notice of the same is filed within fourteen days from the date of the order or decision complained of, unless such time is extended by the Full Court.
Voluntary Winding Up.
175. A company may be wound up voluntarily-
Circum- stances in
(1) When the period (if any) fixed for the duration which com
of the company by the articles expires, or the pany may be event (if any) oceurs, on the occurrence of wound up
voluntarily. which the articles provide that the
company is 1b. s. 182. to be dissolved, and the company in general mecting bas passed a resolution requiring the company to be wound up voluntarily:
(2) If the company resolves by special resolution
that the company be wound up voluntarily:
(3) If the company resolvos by extraordinary re- solution to the effect that it cannot by reason of its liabilities continue its business, und that it is advisable to wind up.
176. A voluntary winding up shall be deemed to com- Commence- mence at the time of the passing of the resolution authoris- ment of
voluntary ing the winding up.
winding up. Ib. s. 183.
voluntary
177. When a company is wound up voluntarily the Effect of company shall, from the commencement of the winding up, cease to carry on its business, except so far as may be winding up required for the beneficial winding up thereof:
Provided that the corporate state and corporate powers
of the company shall, notwithstanding anything to the contrary in its articles, contiune until it is dissolvea.
O status of company. Tb. s. 184.
178. When a company has resolved by special or extra- Notice of ordinary resolution to wind up voluntarily, it shall give resolution notice of the resolution by advertisement in the Gazette.
to wind up voluntarily, Ib. s. 185.
179. The following consequences shall ensue on the Canse voluntary winding up of a company :-
quences of The property of the company shall be applied voluntary
winding up. in satisfiction of its liabilities pari passti, aul, Th, s. 186.
subject thereto, shail, muloss the articles othor- wise provide, he distributed among the members according to their rights and interests in the Company:
(i) The company in general meeting shall appoint one or more liquidators for the purpose of wind- ing up the affairs and distributing the assets of the company, and may fix the reinuueration to be paid to him or them :
(2) On the appointment of a liquidator all the powers of the directors shall cease, except so far as the company in general meeting, or the liquidator, sauctions the continuance thereof:
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