126
THE HONGKONG GOVERNMENT GAZETTE, 18TH MARCH, 1865.
Mode of determining Price.
Certain Attach-
be paid before the Company is dissolved, and to be raised by the Liquidators in such manner as may be determined by Special Resolution: No Special Resolution shall be deemed invalid for the purposes of this Section by reason that it is passed antecedently to or concurrently with any Resolution for winding-up the Company, or for appointing Liquidators; but if an Order be made within a Year for winding-up the Company by or subject to the Supervision of the Court, such Resolution shall not be of any Validity unless it is sanctioned by the Court.
CLI. The Price to be paid for the purchase of the Interest of any dissentient Member may be determined by Agreement, but if the Parties dispute about the same, such Dispute shall be settled by Arbitration, and for the purposes of such Arbitration the Provisions of "The Companies Clauses Consolidation Act, 1845," (Imperial) with respect to the Settlement of Disputes by Arbitration, shall be incorporated with this Ordinance; and in the Construction of such Provisions this Ordinance shall be deemed to be the special Act, and "the Company" shall mean the Company that is being wound up, 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, if only One, or any Two or more of the Liquidators if more
than One.
CLII. Where any Company is being wound up by the Court or subject to the ments, and Executions Supervision of the Court, any Attachment, Distress, or Execution put in force against the Estate or Effects of the Company after the Commencement of the Winding-up shall
to be void.
Fraudulent Prefe-
rence.
Power of Court to assess Damages against delinquent
be void to all Intents.
CLIII. Any such Conveyance, Mortgage, Delivery of Goods, Payment, Execution, or other Act relating to Property as would, if made or done by or against any Individual, be deemed in the event of his Bankruptcy to have been made or done by way of undue or fraudulent Preference of his Creditors, shall, if made or done by or against any Company, be deemed, in the event of such Company being wound up under this Ordinance, to have been made or done by way of undue or fraudulent Preference of the Creditors of such Company, and shall be invalid accordingly; and for the purposes of this Section the Presentation of a Petition for winding-up a Company shall in the case of a Company being wound up by the Court or subject to the Supervision of the Court, and a Resolution for winding-up the Company shall in the case of a voluntary winding-up, be deemed to correspond with the Act of Bankruptcy in the case of an Individual; and any Conveyance or Assignment made by any Company formed under this Ordinance of all its Estate and Effects to Trustees for the Benefit of all its Creditors shall be void to all Intents.
of
CLIV. Where, in the course of the Winding-up of any Company under this Ordinance, it appears that any past or present Director, Manager, Official or other Directors & Officers. Liquidator, or any Officer of such Company, has misapplied or retained in his own Hands or become liable or accountable for any Moneys of the Company, or been guilty any Misfeasance or Breach of Trust in relation to the Company, the Court may, on the Application of any Liquidator, or of any Creditor or Contributory of the Company, notwithstanding that the Offence is one for which the Offender is eriminally responsible, examine into the Conduct of such Director, Manager, or other Officer, and compel him to repay any Moneys so misapplied or retained, or for which he has become liable or accountable, together with Interest after such Rate as the Court thinks just, or to con- tribute such Sums of Money to the Assets of the Company by way of Compensation in respect of such Misapplication, Retainer, Misfcasance, or Breach of Trust, as the Court thinks just.
Penalty on Falsifi- cation of Books,
linquent Directors in
CLV. If any Director, Officer, or Contributory of any Company ordered to be wound up under this Ordinance destroys, mutilates, alters, or falsifies any Books, Papers, Writings, or Securities, or makes or is privy to the making of any false or fraudulent Entry in any Register, Book of Account, or other Document belonging to the Company with intent to defraud or deceive any Person, every Person so offending shall be deemed to be guilty of a Misdemeanour, and upon being convicted shall be liable to Imprisonment for any Term not exceeding Two Years, with or without Hard Labour.
Prosecution of de- CLVI. Where any Order is made for winding-up a Company by the Court or the case of winding-up subject to the Supervision of the Court, if it appear in the course of such Winding-up
that any past or present Director, Manager, Officer, or Member of such Company
by Court.
has
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