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Part IV - Winding Up

Preliminary

Meaning of contributory.

111. The term "contributory" shall mean every person liable to contribute to the

assets of a company under this Act in the event of the same being wound up; it

shall also, in all proceedings for determining the persons who are to be deemed

contributories, and in all proceedings prior to the final determination of such

persons, include any person alleged to be a contributory.

Nature and liability of contributory.

112. The liability of any person to contribute to the assets of a company under

this Act, in the event of the same being wound up, shall be deemed to create a

debt of the nature of a specialty accruing due from such person at the time when

his liability commenced, but payable at the time or respective times when calls

are made, as hereinafter mentioned, for enforcing such liability; and it shall be

lawful in the case of bankruptcy of any contributory to prove against his estate the

estimated value of his liability to future calls as well as calls already made.

Contributories in case of death.

113. If any contributories dies, either before or after he has been placed on the

list of contributories hereinafter mentioned, his personal representatives, heirs and

devisees shall be liable, in a due course of administration, to contribute to the

assets of the company in discharge of the liability of such deceased contributory,

and such personal representatives, heirs and devisees shall be deemed to be

contributories accordingly.

Contributories in case of bankruptcy.

114. If any contributory becomes bankrupt either before or after he has been

placed on the list of contributories, his trustee shall be deemed to represent such

bankrupt for all the purposes of winding up, and shall be deemed to be

contributory accordingly, and may be called upon to admit proof against the

estate of such bankrupt, or otherwise to allow to be paid out of his assets, in due

course of law, any moneys due from such bankrupt in respect of his liability to

contribute to the assets of the company being wound up.

Winding Up By Court

Circumstances under which company may be wound up by Court.

115. A company under this Act may be wound up by the Court under the

following circumstances, that company may be is to say -

(a) whenever the company has passed a special resolution

requiring the company to be wound up by the Court;

(b) whenever the company does not commence its business

within a year from its incorporation, or suspends its business

for the space of a whole year;

five;

(d) whenever the company is unable to pay its debts;

(e) whenever the Court is of opinion that it is just and equitable

that the company should be wound up.

Company when deemed unable to pay its debts

116. A company under this Act shall be deemed to be unable to pay its debts

(a) whenever a creditor, by assignment or otherwise, to whom

the company is indebted, at law or in equity, in a sum

exceeding two hundred and forty dollars then due, has served

on the company, by leaving the same at the principal place of

business of the company, or by delivering to the secretary or

some director or principal officer of the company, or by

otherwise serving the same in such manner as the Court may

approve or direct, a demand under his hand requiring the

company to pay the sum so due, and the company has, for

the space of three weeks succeeding the service of such

demand, neglected to pay such sum or to secure or

compound for the same to the reasonable satisfaction of the

creditor;

(b) whenever execution or other process issued on a judgment,

decree, or order obtained in any Court in favour of any

creditor, at law or in equity, in any proceeding instituted by

such creditor against the company, is returned unsatisfied in

whole or in part;

company that the company is unable to pay its debts.

Application for winding up to be made by petition.

117. Any application to the Court for winding up of a company under this Act

shall be by petition and such petition may be presented by the company or by

one or more creditor or creditors, contributory or contributories, of the company,

or by any of the above parties, together or separately; and every order which may

be made on any such petition shall operate in favour of all the creditors and all the

contributories of the company in the same manner as if it had been made upon

the joint petition of a creditor and contributory;

Provided that no contributory of a company under this Act shall be capable of

presenting a petition for winding up such company unless the members of the

company are reduced in number to less than five, or unless the shares in respect

of which he is a contributory, or some of them, either were originally allotted to

him, or have been held by him and registered in his name for a period of at least

six months during the eighteen months previously to the commencement of the

winding up, or have devolved upon him through the death of a former holder.

Commencement of winding up by Court.

118. A winding up of a company by the Court shall be deemed to commence at

the time of the presentation of the petition for the winding up.

Court may grant injunction.

119. The Court may, at any time after the presentation of a petition for winding

up a company under this Act, and before making an order for winding up the

company, upon the application of the company, or of any creditor, or

contributory of the company, restrain further proceedings in any action, suit or

proceeding against the company, upon such terms as the Court thinks fit; the

Court may also, at any time after the presentation of such petition, and before the

first appointment of liquidators, appoint provisionally an official liquidator of the

estate and effects of the company.

Course to be pursued by Court on hearing petition.

120. Upon hearing the petition the Court may dismiss the same with or without

costs, may adjourn the hearing conditionally or unconditionally, and may make

any interim order, or any other order that it deems just.

Actions and suits to be stayed after order for winding up.

121. When an order has been made for winding up a company under this Act,

no suit, action or other proceeding shall be proceeded with or commenced against

the company except with the leave of the Court, and subject to such terms as the

Court may impose.

Copy of order to be forwarded to Registrar.

122. When an order has been made for winding up a company under this Act, a

copy of such order shall forthwith be forwarded by the company to the Registrar

who shall make a minute thereof in his books relating to the company.

Power of Court to stay proceedings.

123. The Court may at any time after an order has been made for winding up a

company, upon the application by motion of any creditor or contributory of the

company, and upon proof to the satisfaction of the Court that all proceedings in

relation to such winding up ought to be stayed, made an order staying the same,

either altogether or for a limited time, on such terms and subject to such

conditions as it deems fit.

Effect of order on share capital of company limited by guarantee.

124. When an order has been made for winding up a company limited by

guarantee, and having a capital divided into shares, any share capital that may not

have been called up shall be deemed to be assets of the company, and to be a debt

of the nature of a specialty due to the company from each member to the extent

of any sums that may be unpaid on any shares held by him, and payable at such

time as may be appointed by the Court.

Court may have regard to wishes of creditors or contributories.

125. The Court, may, as to all matters relating to the winding up, have regard to

the wishes of creditors or contributories, as proved to it by any sufficient

evidence, and may, if it thinks it expedient, direct meetings of the creditors or

contributories to be summoned, held and conducted in such manner as the Court

direct, for the purpose of ascertaining their wishes, and may appoint a person to

act as chairman of any such meeting, and to report the result of such meeting to

the Court; in the case of creditors, regard is to be had to the value of the debts

due to each creditor, and in the case of contributories, to the number of votes

conferred on each contributory by the regulations of the company.

Official Liquidator

Appointment of official liquidator.

126. For the purpose of conducting the proceedings in winding up a company,

and assisting the Court therein, there may be appointed a person or persons to be

called an official liquidator or official liquidators; and the Court may appoint such

person or persons, either provisionally or otherwise, as it thinks fit, to the office

of official liquidator or official liquidators; in all cases if more persons than one

are appointed to the office of official liquidator, the Court shall declare whether

any act hereby required or authorized to be done by the official liquidator is to be

done by all or any one or more of such persons. The Court may also determine

whether any and what security is to be given by an official liquidator on his

appointment. If no official liquidator is appointed, or during any vacancy in such

appointment, all the property of the company shall be deemed to be in the

custody of the Court.

Resignations, removals, filling up vacancies, and

compensation of official liquidator

127. Any official liquidator may resign or be removed by the Court on due

cause shown; and any vacancy in the office of an official liquidator appointed by

the Court shall be filled by the Court. There shall be paid to the official liquidator

such salary or remuneration, by the way of percentage or otherwise as the Court

may direct; and, if more liquidators than one are appointed, such remuneration

shall be distributed amongst them, in such proportions as the Court directs.

Style and duties of official liquidator

128. The official liquidator or liquidators shall be described by the style of the

official liquidator or official liquidators of the particular company in respect of

which he is or they are appointed, and not by his or their individual name or

names. He or they shall take into his or their custody, or under his or their

control, all the property, effects and things in action to which the company is or

appears to be entitled, and shall perform such duties in reference to the winding

up of the company as may be imposed by the Court.

Powers of official liquidator

129. The official liquidator shall have power, with the sanction of the Court, to

do the following things -

(a) to bring or defend any action, suit or prosecution, or other

legal proceeding, civil or criminal, in the name and on behalf

of the company;

(b) to carry on the business of the company so far as may be

necessary for the beneficial winding up of the same;

action of the company by public auction or private contract,

with power to transfer the whole thereof to any person or

company, or to sell the same in parcels;

(d) to do all acts and to execute, in the name and on behalf of the

company, all deeds, receipts, and other documents, and for

that purpose to use, when necessary, the company's seal;

(e) to prove, rank, claim, and draw a dividend, in the matter of

the bankruptcy of any contributory, for any balance against

the estate of such contributory, and to take and receive

dividends in respect of such balance, in the matter of

bankruptcy, as a separate debt due from such bankrupt, and

rateably with other separate creditors;

(f) to draw, accept, make and endorse any bill of exchange or

promissory note in the name and on behalf of the company,

also to raise upon the security of the assets of the company

from time to time any requisite sum or sums of money; and

the drawing, accepting, making or endorsing of every such

bill of exchange or promissory note as aforesaid on behalf of

the company shall have the same effect with respect to the

liability of such company as if such bill or note had been

drawn, accepted, made or endorsed by or on behalf of such

company in the course of carrying on the business thereof;

(g) to do in his official name any act that may be necessary for

obtaining payment of any moneys due from a contributory or

from his estate, and which act can not be conveniently done in

the name of the company; and, in all cases where he uses his

official name for obtaining payment of any moneys due from

a contributory, such moneys shall, for the purpose of

enabling him to recover such moneys; be deemed to be due to

the official liquidator himself;

(h) to do and execute all such other things as may be necessary

for winding up the affairs of the company, and distributing its

assets.

Discretion of official liquidator

130. The Court may provide by any order that the official liquidator may

exercise any of the above powers without the sanction or intervention of the

Court, and, where an official liquidator is provisionally appointed, may limit and

restrict his powers by the order appointing him.

Solicitor to assist official liquidator

131. The official liquidator may, with the sanction of the Court, appoint a

solicitor to assist him in the performance of his duties.

Ordinary Powers Of Court

Collection and application of assets

132. As soon as may be after making an order for winding up the company, the

Court shall settle a list of contributories, with power to rectify the register of

members in all cases where such rectification is required in pursuance of this Act,

and shall cause the assets of the company to be collected, and applied in discharge

of its liabilities.

Provision as to representative contributories

133. In settling the list of contributors the Court shall distinguish between

persons who are contributories in their own right and persons who are

contributories as being representatives of or being liable to the debts of others. It

shall not be necessary, where the personal representative of any deceased

contributory is placed on the list, to add the heirs or devisees of such

contributory, nevertheless such heirs or devisees may be added as and when the

Court thinks fit.

Power of Court to require delivery of property

134. The Court may, at any time after making an order for winding up a

company, require any contributory for the time being settled on the list of

contributories, or any trustee, receiver, banker or agent, or officer of the company

to pay, deliver, convey, surrender or transfer forthwith, or within such time as the

Court directs, to or into the hands of the official liquidator any sum or balance,

books, papers, estate or effects which happen to be in his hands for the time

being, and to which the company is prima facie entitled.

Power of Court to order payment of debts by contributories

135. The Court may, at any time after making an order for winding up the

company, make an order on any contributory for the time being settled on the list

of contributories, directing payment to be made, in manner in the said order

mentioned, of any moneys due from him or from the estate of the person whom

he represents to the company, exclusive of any moneys which he or the estate of

the person whom he represents may be liable to contribute by virtue of any call

made or to be made by the Court in pursuance of this part; and it may, in making

such order, when the company is not limited, allow to such contributory by way

of set off any moneys due to him, or the estate which he represents, from the

company on any independent dealing or contract with the company, but not any

moneys due to him as a member of the company in respect of any dividend or

profit.

Provided that, when all the creditors of any company whether limited or

unlimited are paid in full, any moneys due on any account whatever to any

contributory from the company may be allowed to him by way of set-off against

any subsequent call or calls.

Power of Court to make calls

136. The Court may, at any time after making an order for winding up a

company, and either before or after it has ascertained the sufficiency of the assets

of the company, make calls on and order payment thereof, to the extent of their

liability, by all or any of the contributories for the time being settled on the list of

contributories, for payment of all or any sums it deems necessary to satisfy the

debts and liabilities of the company, and the costs, charges and expenses of

winding it up, and for the adjustment of the rights of the contributories amongst

themselves; and it may, in making a call, take into consideration the probability

that some of the contributories upon whom the same is made may partly or

wholly fail to pay their respective portions of the same.

Power of Court to order payment into bank

137. The Court may order any contributory, purchaser, or other person from

payment whom money is due to the company to pay the same into a bank, or to

some responsible person or persons to be named by the Court, to the account of

the official liquidator, instead of to the official liquidator, and such order may be

enforced in the same manner as it had directed payment to the official liquidator.

Regulation of account with Court

138. All moneys, bills, notes and other securities paid and delivered into such

banks, or to such person or persons, in the event of a company being wound up

by the Court, shall be subject to such order and regulation for the keeping of the

account of such moneys and other effects, and for the payment and delivery in, or

investment and payment and delivery out, of the same as the Court may direct.

Provision in case of representative contributory not paying moneys ordered

139. If any person made a contributory as personal representative of a deceased

contributory makes default in paying any sum ordered to be paid by him,

proceedings may be taken for administering the personal and real estates of such

deceased contributory, or either of such estates, and of compelling payment there

out of the moneys due.

Order conclusive evidence

140. Any order made by the Court in pursuance of this Act upon any

contributory shall, subject to the provisions herein contained for appealing

against such order, be conclusive evidence that the moneys, if any, thereby

appearing to be due, or ordered to be paid, are due, and all other pertinent matters

stated in such order are to be taken to be truly stated as against all persons, and in

all proceedings whatsoever, with the exception of proceedings taken against the

real estate of such deceased contributory, in which case such order shall only be

prima facie evidence for the purpose of charging his real estate, unless his heirs

or devisees were on the list of contributories at the time of the order being made.

Court may exclude creditors not proving within certain time

141. The Court may fix a certain day or certain days on or within which

creditors of the company are to prove their debts or claims, or to be excluded

from the benefit of any distribution made before such debts are proved.

Court to adjust rights of contributories

142. The Court shall adjust the rights of the contributories amongst themselves,

and distribute any surplus that may remain amongst the parties entitled thereto.

Costs

143. The Court may, in the event of the assets being insufficient to satisfy the

liabilities, make an order as to the payment, out of the estate of the company, of

the costs, charges and expenses incurred in winding up any company, in such

order or priority as the Court thinks just.

Dissolution of company

144. When the affairs of the company have been completely wound up, the

Court shall make an order that the company be dissolved from the date of such

order, and the company shall be dissolved accordingly.

Registrar to make minute of dissolution of company

145. Any order so made shall be reported by the official liquidator to the

Registrar, who shall make a minute accordingly in his books of the dissolution of

such company.

Penalty on not reporting dissolution of company

146. If the official liquidator makes default in reporting to the Registrar, in the

case of a company being wound up by the Court, the order that the company be

dissolved, he shall be liable to a penalty not exceeding twenty-four dollars for

every day during which he is so in default.

Extraordinary Powers Of Court

Power of Court to summon before it persons suspected

of having property of company

147. The Court may, after it has made an order for winding up the company,

summon before it any officer of the company or supposed to be indebted to the

company, or person known or suspected to have in his possession any of the

estate or effects of the company, or supposed to be indebted to the company or

any person whom the Court may deem capable of giving information

concerning the trade, dealings, estate or effects of the company; and the Court

may require any such officer or person to produce any books, papers, deeds,

writings or other documents in his custody or power relating to the company, and

if any person so summoned, after being tendered a reasonable sum for his

expenses, refuses to come before the Court at the time appointed, having no

lawful impediment (made known to the Court at the time of its sitting, and

allowed by it), the Court may cause such person to be apprehended, and brought

before the Court for examination; nevertheless, in cases where any person claims

any lien on papers, deeds, or writings, or documents produced by him, such

production shall be without prejudice to such lien, and the Court shall have

jurisdiction in the winding up to determine all questions relating to such lien.

Examination of parties by Court

148. The Court may examine upon oath, either by word of mouth or upon

written interrogatories, any person appearing or brought before it in manner

aforesaid concerning the affairs, dealings, estate, or effects of the company, and

may reduce into writing the answers of every such person, and require him to

subscribe the same.

Power to arrest contributory about to abscond, or to remove or conceal any of his property

149. The Court may, at any time before or after it has made an order for

winding up a company, upon proof being given that there is probable cause for

believing that any contributory to, or to such company is about to quit the

Territory, or otherwise to, or to remove or conceal any of his goods or chattels

for the purpose of evading payment of calls, or for avoiding examination in

respect of the affairs of the company, cause such contributory to be arrested, and

his books, papers, money, securities for moneys, goods, and chattels to be

seized, and him and them to be safely kept until such time as the Court may

order.

Powers of Court cumulative

150. Any powers by this Act conferred on the Court shall be deemed to be in

addition to, and not in restriction of, any other powers subsisting, either by law or

equity, of instituting proceedings against any contributory, or the estate of any

contributory, or against any debtor of the company, for the recovery of any call or

other sums due from such contributory or debtor, or his estate, and such

proceedings may be instituted accordingly.

Enforcement Of And Appeal From Orders

Power to enforce orders

151. All orders made by the Court under this Act may be enforced in the same

manner in which orders of the Supreme Court made in any suit pending therein

may be enforced.

Appeals from order

152. Re-hearings of and appeals from any order or decision made or given in

the matter of the winding up of a company by the Court may be had to the Court

of Appeal in the same manner and subject to the same conditions in and subject

to which appeals may be had to the said Court of Appeal from any order or

decision of the Supreme Court.

Affidavits, etc., sworn in UK, in the Territories or in foreign parts

153. Any affidavit, affirmation or declaration required to be sworn or made,

under the provisions or for the purposes of this Part may be lawfully sworn or

made in Great Britain or Northern or in any territory, island, plantation, or place

under the dominion of Her Majesty, before any Court, Judge or persons lawfully

authorized to take and receive affidavits, affirmations or declarations, or before

any of Her Majesty's Consuls or Vice-Consuls, in any foreign parts out of Her

Majesty's dominions; and all Courts, Judges, Justices, Commissioners, and

persons acting judicially shall take judicial notice of the seal, or stamp, or

signature (as the case may be) of any such Court, Judge, person, Consul or

Vice-Consul, attached, appended, or subscribed to any such affidavit, affirmation

or declaration, or to any other document to be used for the purposes of this Part.

Voluntary Winding Up Of Company

Circumstances under which company may be wound up voluntarily

154.(1) A company under this Act may be wound up voluntarily may -

(a) whenever the period, if any, fixed for the duration of the

company by the Articles of Association expires, or whenever

the event, if any, occurs upon the occurrence of which it is

provided by the Articles of Association that the company is to

be dissolved, and the company in general meeting has passed

a resolution requiring the company to be wound up

voluntarily;

(b) whenever the company has passed a special resolution

requiring the company to be wound up voluntarily;

resolution to the effect that it has been proved to their

satisfaction that the company can not, by reason of its

liabilities, continue its business, and that it is advisable to

wind up the same.

(2) For the purposes of this Act any resolution shall be deemed to be

extraordinary which is passed in such manner as would if it had been confirmed

by a subsequent meeting, have constituted a special resolution as hereinbefore

defined.

Commencement of voluntary winding up

155. A voluntary winding up shall be deemed to commence at the time of the

passing of the resolution authorizing such winding up.

Effect of voluntary winding up on status of company

156. Whenever a company is wound up voluntarily, the company shall from

the date of the commencement of such winding up, cease to carry on its business

except in so far as may be required for the beneficial winding up thereof, and all

transfers of shares, except transfers made to or with the sanction of the

liquidators, or alterations in the status of the members of the company taking

place after the commencement of such winding up, shall be void; but its

corporate state and all its corporate powers shall, notwithstanding it is otherwise

provided

Notice of resolution to wind up voluntarily

157. Notice of any special resolution or extraordinary resolution passed for

winding up a company voluntarily shall be given by advertisement in the Gazette

and, if there is no Gazette in the territory, then in such other manner as shall at the

time be usual.

Consequences of voluntary winding up

158. The following consequences shall ensue upon the voluntary winding up of

a company -

(a) The property of the company shall be applied in satisfaction

of its liabilities, pari passu, and, subject thereto, shall, unless it

be otherwise provided by the regulations of the company, be

distributed among the members according to their rights and

interests in the company;

(b) Liquidators shall be appointed for the purpose of winding up

the affairs of the company and distributing the property;

persons as it thinks fit to be liquidators or a liquidator, and

may fix the remuneration to be paid to them or him;

(d) If one person only is appointed, all the provisions herein

contained in reference to several liquidators shall apply to

him;

(e) Upon the appointment of liquidators, all the powers of the

directors shall cease, except in so far as the company in

general meeting or the liquidators may sanction the

continuance of such powers;

(f) When several liquidators are appointed, every power hereby

given may be exercised by such one or more of them as may

be determined at the time of their appointment or in default of

such determination by any number not less than two;

(g) The liquidators may, without the sanction of the Court,

exercise all powers by this Act given to the official liquidator;

(h) The liquidators may exercise the powers hereinbefore given

to the Court of settling the list of contributories of the

company, and any list so settled shall be prima facie evidence

of the liability of the persons named therein to be

contributories;

(i) The liquidators may, at any time after the passing of the

resolution for winding up the company, and before they have

ascertained the sufficiency of the assets of the company, call

on all or any of the contributories for the time being settled on

the list of contributories, to the extent of their liabilities, to pay

all or any sums they deem necessary to satisfy the debts and

liabilities of the company, and the cost, charges and expenses

of winding it up, and for the adjustment of the rights of the

contributories amongst themselves; and the liquidators may,

in making a call, take into consideration the probability that

some of the contributories upon whom the same is made

may partly or wholly fail to pay their respective portions of

the same;

(j) The liquidators shall pay the debts of the company, and adjust

the rights of the contributories amongst themselves.

Effect of winding up on share capital of company limited by guarantee

159. Where a company limited by guarantee, and having a capital divided into

shares, is being wound up voluntarily, any share capital that may not have been

called up shall be deemed to be assets of the company, and to be a specialty debt

due from each member to the company, to the extent of any sums that may be

unpaid on any shares held by him, and payable at such time as may be appointed

by the liquidators.

Power of company to delegate authority to appoint liquidators

160. A company about to be wound up voluntarily, or in the course of being

wound up voluntarily, may by an extraordinary resolution, delegate to its

creditors, or to any committee of its creditors, the power of appointing liquidators

or any of them, and supplying any vacancies in the appointment of liquidators, or

may, by a like resolution, enter into any arrangement with respect to the powers

to be exercised the liquidators and the manner in which they are to be exercised;

and any act done by the creditors, in pursuance of such delegated power, shall

have the same effect as if it had been done by the company.

Arrangement when binding on creditors

161. Any arrangement entered into between a company about to be wound up

voluntarily, or in the course of being wound up voluntarily, and its creditors, shall

be binding on the company if sanctioned by an extraordinary resolution, and on

the creditors if acceded to by three- fourths in number and value of the creditors,

subject to such right of appeal as is hereinafter mentioned.

Power of creditor or contributory to appeal

162. Any creditor or contributory of a company that has in manner aforesaid

entered into any arrangement with its creditors, may, within three weeks from the

date of the completion of such arrangement, appeal to the Court against such

arrangement, and the Court may upon, as it thinks just amend, vary, or confirm

the same.

Power of liquidators or contributories in voluntary winding up

to apply to Court

163. Where a company is being wound up voluntarily the liquidators or any

contributory of the company may apply to the Court to determine any question

arising in the matter of such winding up, or to exercise, as respects the enforcing

of calls, or in respect of any other matter, all or any of the powers which the

Court might exercise if the company were being wound up by the Court; and the

Court, if satisfied that the determination of such question, or the required exercise

of power will be just and beneficial, may accede, wholly or partially, to such

application, on such terms, and subject to such conditions, as the Court thinks fit,

or it may make such other order or decree on such application as the Court thinks

just.

Power of liquidators to call general meeting

164. Where a company is being wound up voluntarily, the liquidators may,

from time to time, during the continuance of such winding up, summon general

meetings of the company for the purpose of obtaining the sanction of the

company by special resolution or extraordinary resolution, or for any other

purposes they think fit; and, in the event of the winding up continuing for more

than one year, the liquidators shall summon a general meeting of the company at

the end of the first year, and of each succeeding year, from the commencement of

the winding up, or as soon thereafter as may be convenient, and shall lay before

such meeting an account showing their acts and dealings, and the manner in

which the winding up has been conducted during the preceding year.

Power to fill vacancy in liquidators

165. If any vacancy occurs in the office of liquidator appointed by the company,

by death, resignation, or otherwise, the company in general meeting may, subject

to any arrangement they may have entered into with their creditors, fill up such

vacancy, and a general meeting for the purpose of filling up such vacancy may be

convened by the continuing liquidators, if any, or by an contributory of the

company, and shall be deemed to have been duly held if held in manner

prescribed by the regulations of the company, or in such other manner as may,

on application by the continuing liquidator, if any, or by any contributory of the

company, be determined by the Court.

Power of Court to appoint liquidators

166. If, from any cause whatever, there is no liquidator acting in the case of a

voluntary winding up, the Court may, on the application of a contributory,

appoint a liquidator or liquidators; the Court may also, on due cause shown,

remove any liquidator, and appoint another liquidator to act in the matter of a

voluntary winding up.

Liquidators on conclusion of winding up to make up an account

167. As soon as the affairs of the company are fully wound up, the liquidator

shall make up an account showing the manner in which such winding up has

been conducted, and the property of the company disposed of; and thereupon

they shall call a general meeting of the company for the purpose of having the

account laid before them and hearing any explanation that may be given by the

liquidators. The meeting shall be called by advertisement, specifying the time,

place and object of such meeting; and such advertisement shall be published one

month at least previously to the meeting, in the Gazette and one or more

newspapers, if such be published, in the Territory.

Liquidators to report meeting to Registrar

168. The liquidators shall make a return to the Registrar of such meeting having

been held, and of the meeting date at which the same was held; and on the

expiration of three months from the date of the registration of such return the

company shall be deemed to be dissolved; and, if the liquidators make default in

making such return to the Registrar, they shall incur a penalty not exceeding

twenty-four dollars for every day during which such default continues.

Costs of voluntary liquidation

169. All costs, charges and expenses properly incurred in the voluntary winding

up of a company, including the remuneration of the liquidators, shall be payable

out of the assets of the company in priority to all other claims.

Saving of rights of creditors

170. The voluntary winding up of a company shall not be a bar to the right of

any creditor of such company to have the same wound up by the Court, if the

Court is of opinion that the rights of such creditor will be prejudiced by a

voluntary winding up.

Power of Court to adopt proceedings of voluntary winding up

171. Where a company is in course of being wound up voluntarily, and

proceedings are taken for the purpose of having the same wound up by the Court,

the Court may, if it thinks fit, notwithstanding that it makes an order directing the

company to be wound up by the Court, provide in such order, in any order, for

the adoption of all or any of the proceedings taken in the course of the voluntary

winding up.

Winding Up Subject To The Supervision Of The Court

Power of Court on application to direct winding up subject to supervision

172. When a resolution has been passed by a company to wind up voluntarily,

the Court may make an order directing that the voluntary winding up shall

continue, but subject to such supervision of the Court, and with such liberty for

creditors, contributories, or others to apply to the Court, and generally upon such

terms and subject to such conditions as the Court thinks just.

Petition for winding up subject to supervision

173. A petition, praying wholly or in part that a voluntary winding up should

continue, but subject to the supervision of the Court, and which winding up is

herein after referred to as a winding up subject to the supervision of the court,

shall, for the purpose of giving jurisdiction to the Court over suits and actions, be

deemed to be a petition for winding up the company by the Court.

Court may have regard to wishes of creditors

174. The Court may, in determining whether a company is to be wound up

altogether by the Court or subject to the supervision of the Court, in the

appointment of a liquidator or liquidators and in all other matters relating to the

winding up subject to supervision, have regard to the wishes of the creditors or

contributories as proved to it by any sufficient evidence; and may direct meetings

of the creditors or contributories to be summoned, held and regulated in such

manner as the Court directs for the purpose of ascertaining their wishes, and may

appoint a person to act as chairman of any such meeting, and to report the result

of such meeting to the Court. In the case of creditors, regard shall be had to the

value of the debts due to each creditor, and in the case of contributories, to the

number of votes conferred on each contributory by the regulations of the

company.

Power of Court to appoint additional liquidators

in winding up subject to supervision

175. Where any order is made by the Court for a winding up subject to the

supervision of the Court, the Court may, in such order, or in any subsequent

order, appoint any additional liquidator or liquidators, and any liquidators so

appointed by the Court shall have the same powers, be subject to the same

obligations, and in all respects stand in the same position as if they had been

appointed by the company; the Court may from time to time remove any

liquidators so appointed by the Court and fill up any vacancy occasioned by such

removal, or by death or resignation.

Effect of order of Court for winding up subject to supervision

176. Where an order is made for the winding up, subject to the supervision of

the Court, the liquidators appointed to conduct such winding up may, subject to

any restrictions imposed by the Court, exercise all their powers without the

sanction or intervention of the Court, in the same manner as if the company were

being wound up altogether voluntarily; but save as aforesaid, any order made by

the Court for a winding up subject to the supervision of the Court shall, for all

purposes, including the staying of actions, suits, and other proceedings, be

deemed to be an order of the Court for winding up the company by the Court,

and shall confer full authority on the Court to make calls, or to enforce calls made

by liquidators, and to exercise all other powers which it might have exercised if

an order had been made for winding up the company altogether by the Court; and

in the construction of the provisions whereby the Court is empowered to direct

any act or thing to be done to or in favour of the official liquidators, the

expression "official liquidators", shall be deemed to mean the liquidators

conducting the winding up subject to the supervision of the Court.

Appointment in certain cases of voluntary liquidators to

office of official liquidators

177. Where an order has been made for the winding up of a company subject to

the supervision of the Court, and such order is afterwards superseded by an order

directing the company to be wound up compulsorily, the Court may, in such last

mentioned order or in any subsequent order, appoint the voluntary liquidators or

any of them, either provisionally or permanently, and either with or without the

addition of any other persons to be official liquidators.

Supplemental Provisions

Dispositions after the commencement of the winding up to be void

178. Where any company is being wound up by the Court or subject to the

supervision of the Court, all dispositions of the property, effects and things in

action of the company, and every transfer of shares, or alteration in the status of

the members of the company, made between the commencement of the winding

up and the order for winding up shall, unless the Court otherwise orders, be void.

The books of the company to be evidence

179. Where any company is being wound up, all books, accounts and

documents of the company and of the liquidators shall, as between the

contributories of the company, be prima facie evidence of the truth of all matters

purporting to be therein recorded.

As to disposal of books, accounts and documents of the company

180. Where any company has been wound up under this Act, and is about to be

dissolved, the books, accounts and documents of the company and of the

liquidator may be disposed of in the following way, that is to say: Where the

company has been wound up by or subject to the supervision of the Court, in

such way as the Court directs; and where the company has been wound up

voluntarily, in such way as the company by an extraordinary resolution directs;

but after the lapse of five years from the date of such dissolution, no

responsibility shall rest on the company, or the liquidators, or any one to whom

the custody of such books, accounts and documents has been committed, by the

reason that the same, or any of them, can not be made forthcoming to any party

or parties claiming to be interested therein.

Inspection of books

181. Where an order has been made for winding up a company by the Court, or

subject to the supervision of the Court, the Court may make such order for the

inspection by the creditors and contributories of the company of its books and

papers as the Court thinks just; and any books and papers in the possession of the

company may be inspected by creditors or contributories in conformity with the

order of the Court, but no further or otherwise.

Power of assignee to sue

182. Any person to whom anything in action belonging to the company is

assigned in pursuance of this Act, may bring or defend any action or suit relating

to such thing in action in his own name.

Proof of debts in winding up

183. In the event of any company being wound up under this Act, all debts

payable on a contingency, and all claims against the company, present or future,

certain contingent, ascertained or sounding only in damages, shall be admissible

to proof against the company, a just estimate being made, so far as is possible, of

the value of all such debts or claims as may be subject to any contingency or

sound only in damages, or, for some other reason, do not bear a certain value:

Provided that the same rules shall prevail and be observed as to the respective

rights of secured and unsecured creditors, and as to the debts and liabilities

provable, and as to the valuation of annuities and future and contingent liabilities

respectively, as may be in force for the time being under the law of bankruptcy,