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Duty of liquidator to call general
meeting at end of each year.
19 & 20 Geo.
5, c. 23, s. 235.
Fical meet- ing and
dissolution.
19 & 20 Geo.
5, c. 23,
5. 236.
Provisions
applicable
to a
creditors'
winding up.
19 & 20 Geo.
5, c. 23,
8. 237.
90
224. (1) In the event of the winding up con- tinuing for more than one year, the liquidator shall summon a general meeting of the company at the end of the first year from the commencement 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.
(2) If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding one hundred dollars.
225.-(1) As soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the winding up, showing how the winding up
has been conducted and the property of the com- pany has been disposed of, and thereupon shall call A general meeting of the company for the purpose of laying before it the account, and giving any explana- tion thereof.
(2) The meeting shall be called by advertisement in the Gazette, specifying the time, place, and object thereof, and published one month at least before the meeting.
(3) Within three weeks after the meeting, the liquidator shall send to the registrar of companies a copy of the account, and shall make a return to him of the holding of the meeting and of its date, and if the copy is not sent or the return is not made in accordance with this subsection the liquidator shall be liable to a fine not exceeding fifty dollars for every day during which the default continues:
Provided that, if a quorum is not present at the meeting, the liquidator shall, in lieu of the return herein before mentioned, make a return that the meeting was duly summoned and that no quorum was present thereat, and upon such a return being made the provisions of this subsection as to the making of the return shall be deemed to have been complied with.
(4) The registrar on receiving the account and either of the returns hereinbefore mentioned shall forthwith register them, and on the expiration of three months from the registration of the return the company shall be deemed to be dissolved:
Provided that the court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.
(5) It shall be the duty of the person on whose application an order of the court under this section is made, within seven days after the making of the order, to deliver to the registrar an office copy of the order for registration, and if that person fails so to do he shall be liable to a fine not exceeding fifty dollars for every day during which the default con-
tinues.
Provisions applicable to a Creditors' Voluntary Winding Up.
226. The provisions contained in the eight sections
of this Ordinance next following shall apply in relation
to a creditors' voluntary winding up.
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227.-(1) The company shall cause a meeting of Meeting of the creditors of the company to be summoned for the creditors. day, or the day next following the day, on which 19 & 20 Geo. there is to be held the meeting at which the resolu-2323,
■. 238. tion for voluntary winding up is to be proposed, and shall cause the notices of the said meeting of creditors to be sent by post to the creditors simul- taneously with the sending of the notices of the said meeting of the company.
(2) The company shall cause notice of the meeting of the creditors to be advertised once in the Gazette and once at least in two local newspapers circulating in the district where the registered office or principal place of business of the company is situate.
(3) The directors of the company shall
(a)
cause a full statement of the position of the company's affairs together with a list of the creditors of the company and the estimated amount of their claims to be laid before the meeting of creditors to be held as aforesaid; and
(b) appoint one of their number to preside at
the said meeting.
(4) It shall be the duty of the director appointed to preside at the meeting of creditors to attend the meeting and preside thereat.
(5) If the meeting of the company at which the resolution for voluntary winding up is to be proposed is adjourned and the resolution is passed at an ad. journed meeting, any resolution passed at the meeting of the creditors held in pursuance of subsection (1) of this section shall have effect as if it had been passed immediately after the passing of the resolution for winding up the company.
(6) If default is made-
(a) by the company in complying with sub-
sections (1) and (2) of this section;
(b) by the directors of the company in complying
with subsection (3) of this section;
(c) by any director of the company in complying
with "subsection (4) of this section;
the company, directors or director, as the case may be, shall be liable to a fine not exceeding one thousand dollars, and, in the case of default by the company, every officer of the company who is in default shall
be liable to the like penalty.
19 & 20 Geo.
228. The creditors and the company at their Appoint- respective meetings mentioned in the last foregoing ment of section of this Ordinance may nominate a person liquidator.
to be liquidator for the purpose of winding up the affairs 5, c. 23, and distributing the assets of the company, and if 239. the creditors and the company nominate different persons, the person nominated by the creditors shall be liquidator, and if no person is nominated by the creditors the person, if any, nominated by the com- pany shall be liquidator:
Provided that in the case of different persons being nominated any director, member, or creditor of the company may, within seven days after the date on which the nomination was made by the creditors, apply to the court for an order either directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors, or appointing some other person to be liquidator instead of the person appointed by the creditors.
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