220
Fower to
restrain fraudulent persons from managing companies. 19 & 20 Geo.
5, c. 23,
B. 217.
Power to arrest absconding contributory,
19 & 20 Geo. 5, c. 23, S. 218.
Powers of court
cumulative.
5, c. 23, 8. 219.
ย
86
for
ΟΙ
209.-(1) Where an order has been made winding up a company by the court, and the official receiver has made further report under this Ordinance stating that, in his opinion, a fraud has been committed by a person in the promotion or formation of the company, or by any director other officer of the company in relation to the com- pany since its formation, the court may,
on the application of the official receiver, order that that person, director or officer shall not, without the leave of the court, be a director of or in any way, whether directly or indirectly, be concerned in or take part in the management of a company for such period, not exceeding five years, from the date of the report as may be specified in the order.
(2) The official receiver shall, where he intends to make an application under the last foregoing sub- section, give not less than ten days' notice of his intention to the person charged with the fraud, and on the hearing of the application that person may appear and himself give evidence or call witnesses.
(3) It shall be the duty of the official receiver to appear on the hearing of an application by him for an order under this section and on an application for leave under this section and to call the attention of the court to any matters which appear to him to be relevant, and on any such application the officia! receiver may himself give evidence or call witnesses.
(4) If any person acts in contravention of an order made under this section, he shall, in respect of each offence, be liable on conviction on indictment to im. prisonment for a term not exceeding two years, or on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding five thousand dollars, or to both such imprisonment and fine.
(5) The provisions of this section shall have effect notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the order is to be made.
210. The court, at any time either before or after making a winding-up order, on proof of probable cause for 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 examina- tion 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.
211. Any powers by this Ordinance conferred on the court shall be in addition to and not in restriction of any existing powers of instituting proceedings
19 & 20 Geo. against any contributory or debtor of the company. or the estate of any contributory or debtor, for the recovery of any call or other sums.
Delegation
212. Provision may be made by general rules for
to liquidator enabling or requiring all or any of the powers and duties conferred and imposed on the court by this Ordinance in respect of the following matters-
of certain powers of court,
19 & 20 Gea
5, c. 23, 8. 220.
(1) the holding and conducting of meetings to ascertain the wishes of creditors and con- tributories;
(2) the settling of lists of contributories and the rectifying of the register of members where required, and the collecting and applying of the assets;
87
(3) the paying, delivery, conveyance, surrender
or transfer of money, property, books papers to the liquidator;
(4) the making of calls;
ΟΙ
(5) the fixing of a time within which debts and
claims must be proved;
to be exercised or performed by the liquidator as an officer of the court, and subject to the coati ol of the court:
Provided that the liquidator shall not, without the special leave of the court, rectify the register of members, and shall not make any call without either the special leave of the court or the sanction of the committee of inspection.
213.-(1) When the affairs of a company have Dissolation been completely wound up, the court shall nake an of company. order that the company be dissolved from the date 19 & 20 Geo. of the order, and the company shall be dissolved 5, c. 23, accordingly,
(2) The order shall within fourteen days from the date thereof be reported by the liquidator to the registrar of companies who shall make in his books a minute of the dissolution of the company.
(3) If the liquidator makes default in complying with the requirements of this section, he shall be liable to a fine not exceeding fifty dollars for every day during which he is in default.
(iii) VOLUNTARY WINDING UP. Resolutions for, and commencement of Voluntary Winding Up.
s. 221.
214. (1) A company may be wound up volun- Circum-
tarily
stances in which com- pany may
(a) When the period, if any, for the duration
of the company by the articles expires, or be wound the event, if any, occurs, on the occurrence up volun- of which the articles provide that the com- 1920 Geo.
tarily. pany is to be dissolved, and the company 5. c. 23, in general meeting has passed a resolution 225. requiring the company to be wound up voluntarily:
(b) If the company resolves by special resolution that the company be wound up voluntarily:
(c) If the company resolves by extraordinary resolution to the effect that it cannot by reason of its liabilities continue its business, and that it is advisable to wind up.
(2) In this Ordinance the expression "a resolution for voluntary winding up" means a resolution passed under any of the provisious of subsection (1) of this section.
215.-(1) When a company has passed a resolu- Notice of tion for voluntary winding up, it shall, within seven resolution days after the passing of the resolution, give notice to wind up voluntarily. of the resolution by advertisement in the Gazette, 19 & 20 Geo. (and, in the case of a China company, in some 5, c. 23, newspaper circulating in the place where such com- s. 226. pany has its registered office).
this
(2) If default is made in complying with section, the company and every officer of the com- pany who is in default shall be liable to a default fine, and for the purposes of this subsection the liquidator of the company shall be deemed to be an officer of the company.
216. A voluntary winding up shall be deemed to Commence- commence at the time of the passing of the resolument of tion for voluntary winding up.
voluntary
winding up.
19 & 20 Geo.
5, c. 23,
J. 227.
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