308
309
for "Act"
do.
reference to
Scots Act omitted
for "Act"
do.
added.
Power of liquidator to accept shares, &c
as con.
sideration for sale of property of company, 19 & 20 Gea 5, c. 23,
s. 234.
8 & 9 Vict. <. 16.
90
—
(3) The meeting shall be held in manner provided by this Ordinance, or by the articles,
ΟΙ
in such anner as may, on application by any contributory or by the continuing liquidators, be determined by
the court.
223.--(1) Where a company is proposed to be, or sin course of being, wound up altogether voluntarily, und the whole or part of its business or property is proposed to be transferred or sold to other com- pany, whether a company within the meaning of this Ordinance or not (in this section called "the trans- free company') the liquidator of the first-mentioned mpany (in this section called "the transferor com- pany") 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 transferor 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 suction 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 xpresses his dissent therefrom in writing addressed to the liquidator, and left at the registered office of the company within seven days after the passing 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 deter- nined by agreement or by arbitration in manner provided by this section.
(4) If
the liquidator elects to purchase the nember's interest, the purchase money must be paid before the company is dissolved, and be raised by he liquidator in such manner as may be determined by special resolution.
(5) A special resolution shall not be invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but, if on 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 Consolidation Act, 1845 with respect to the settle- ment of disputes by arbitration, shall be incorporated with this Ordinance, and in the construction of those provisions this Ordinance shall be deemed to be the special Act, and "the company" sball mean the transferor company, and any appointment by the said incorporated provisions directed to be made
under the hand of the secretary, or any two of the directors, may be made under the hand of the liquidator, or, if there is more than one liquidator, then of any two or more of the liquidators, and all powers given by the said Act to the Board of Trade shall be exercised by the Governor.
91
224. (1) In the event of the winding up con- Duty of tinuing for more than one year, the liquidator shall liquidator sutninon a general meeting of the company at the to call end of the first year from the commencement of the meeting at
general winding up, and of each succeeding year, or as soon end of thereafter as may be convenient, and shali lay before each year. the meeting an account of his acts and dealings and 19 & 20 Geo. of the conduct of the winding up during the preceding. 235.
5, c. 23,
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 Final meet- are fully wound up, the liquidator shall make up an ing and account of the winding up, showing how the winding 19 & 20 Geo.
dissolution. up has been conducted and the property of the com- 5, 23. pany has been disposed of, and thereupon shall call 236.
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 before the meeting.
at least
(8) 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 hereinbefore mentioned, make a return that the meeting was duly summoned and that 10 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 Provisions
of this Ordinance next following shall apply in relation applicable to a creditors' voluntary winding up.
to a
creditors'
for "ten pounds"
for "five pounds"
do.
winding up. 19 & 20 Geo.
5, c. 23,
s. 237.
for "Act"
Page 250Page 251
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