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182.-(1) If a vacancy ocents by death, resignation, or Power to all otherwise in the office of liquidator appointed by the com- vacancy in pany in a voluntary winding up, the company in general office of
liquidator. meeting may, subject to any arrangement with its creditors, & Ed. 76. All the vacancy.
(2) For that purpose a general meeting may be con- veved by any contributory or, if there were more liquidators than one, by the coutinuing liquidatore.
(3) The meeting shall be held in manuer prescribed by the articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be deter- mined by the court.
60 s. 189.
Delegation
188,-(1) A company about to be, or in course of being, wound up voluntarily may, by extraordinary resolution, of authority delegate to its creditors, or to any committee of them, the to appoint power [appointing liquidators or any of them, and of liquidators. any supplying vacancies among the liquidators, or enter into [ ] s. 190.
arrangement with respect to the powers to be exercised by the liquidators, and the manner in which they are to be
of
exercised.
(2) Any act done by creditors in pursuance of any such delegated power shall have the same effect as if it had been done by the company.
184.-() Any arrangement entered into between a Arnunge company about to be, or in the course of being, wound up ment when binding on voluntarily and its creditors shall, subject to any right of creditors. appeal under this section, he binding on the company if 77, s. 191. sanctioned by an extraordinary resolution, aud on the creditors if acceded to hy three fourths in number and talue of the creditors.
(2) Any creditor or contributory may, within three weeks from the completion of the arrangement, appeal to the court agalust it, and the court may thereupon, as it thinks just, amend, vary, or confirm the arrangement.
Power of
as considera"
185.--(1) Where a company is proposed to be, or is in course of being, wound up altogether voluntarily, and the liquidator to whole or part of its business or property is proposed to be accept transferred or sold to another company (in this section shares c. called the transferee company), the liquidator of the first- tou for sale mentioned company (in this section called the transferor of property company) way, with the sanctiou of a special resolution of of company. that company, conferring either a general authority on the b. s. 192. liquidator or an authority in respect of any particular arrangement, receive în compensation or part cotopensation 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 bouefit from the transferee company.
(2) Any sale or arrangement in pursuance of this section shall be binding on the mombers of the transforor 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 coufirmation 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 sperial 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 cot
be valid unless sauctioned by the court.
8 & 9 Viet.
e. 16.
63
(6) For the purposes of an arbitration under this section the provisions of the Companies Clauses Consolidation Act, 1845, of the Imperial Parliament,, with rospeel to the 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, transfer or} and "the company" shall mean the company
Power to apply to court,
a Edw. 7 c.
49 s. 193.
Power of
Doing mandaphand the words "the Board of Trade ' shall be read as meaning the Governor, and any appoint- ment by the said incorporated provisions directed to he made under the band of the secretary, or any two of the directors, may be made under the band of the liquidator, if only one, or any two or more of the liquidators if more than one.
188-(1) Where a company is being wound up volun- tarily the liquidator or any contributory or creditor muy apply to the court to determine any question arising in the winding up, or to exercise, as respects the enforcing of 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 Eeneficial, may accole 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.
187-() Where a company is being wound up volau liquidator to tarily, the liquidator may summon general meetings of the call general company for the purpose of obtaining the sanction of the meeting.
company by special or extraordinary resolution, or for any other purposes he may think ft.
ib. a. 194.
Final meet- ing and dissolution
8 Edw. 7 c -62 s. 195.
(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 commencement of the winding up, and of each succeeding year, or as soon thereafter as may be convenieur, and shall lay before the meeting au account of his nets and dealings and of the couter of the winding up during the preceding
year.
188.(1) In the case of every voluntary winding up, 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 company has been disposed of: and there- upon shall call a general meeting of the company for the purpose of laying before it the account, and giving any explanation thereof.
(2) The mooring shall be called by advertisement in the Gazette and in two loen! newspapers ciroulating in the district where the principal place of business of the company was situate, specifying the time, place, and object thereof, and published one month at least before the incering.
(3) Within three weeks after the meeting, the liquidator shall make a return to the registrar of companies of the Holding of the meeting, and of its date, and in default of so doing shall be liable to a fine not exceeling fifty dollars
for every day during which the defanit continues.
(4) The registrar ou receiving the return shall forthwith register it, and on the expiration of three months from the registration of the return the company shall be deemed to be dissolved:
Provided that the ecurt 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 rime as the court thinks fir.
(5) It shall be the duty of the person on whose applica- tion an order of the court under this section is made, within seven days after the making of the order, to file with the registrar an office copy of the order, and if that person fails so to do he shall be liable to a tue not exceeding fifty dollars for every day during which the default continues.
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