1890_COMPANIES_ORDINANCE__1865 — Page 41

ORDINANCE No. 1 OF 1865.

Companies, &c. (Part IV. Winding-up.)

tained or sounding ouly in damages against the company, or whereby the company may be rendered liable.

promise.

719

149. (148.) The liquidators may, with the sanction of the Court, Power to com where the company is being wound up by the Court or subject to the supervision of the Court, aud with the sanction of an extraordinary resolution of the company where the company is being wound up altogether voluntarily, compromise all calls and liabilities to calls, debts, an 1 liabili- ties capable of resulting in debts, and all claims, whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and any contributory or alleged contributory, or other debtor or person apprehending liability to the coin- pany, and all questions in any way relating to or affecting the assets of the company or the winding-up of the company, upon the receipt of such sums, payable at such times, and generally upon such terms as may be agreed upon, with power for the liquidators to take any security for the discharge of such debts or liabilities, and to give complete discharges in respect of all or any such calls, debts, or liabilities.

150. (149.) Where any company is proposed to be or is in the course of being wound up altogether voluntarily, and the whole or a portion of its business or property is proposed to be transferred or sold to another. company, the liquidators of the first-mentioned company may, with the sanction of a special resolution of the company by whom they were appointed, conferring either a general authority on the liquidators or an authority. in respect of any particular arrangement, receive in compensation or part compensation for such transfer or sale, shares, policies, or other like in- terests in such other company, for the purpose of distribution amongst the members of the company being wound up, or may enter into any other arrangement whereby the members of the company being wound up may, in lieu of receiving cash, shares, policies or other like interest, or in addi- tion thereto, participate in the profits of or receive any other benefit from the purchasing company; and any sale made or arrangement entered into by the liquidators in pursuance of this section shall be binding on the members of the company being wound up; subject to this proviso that if any member of the company being wound up who has not voted in favour of the special resolution passed by the company of which he is a member at either of the meetings held for passing the same expresses his dissent- from any such special resolution in writing addressed to the liquidators

Power for liquidators to

accept shares,

&c., as a con- sideration for sale of pro

of

perty company.