Dispositions after the commencement of the winding up avoided. Companies, &c. (Part IV., Winding up.) Supplemental Provisions. 153. 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 upd and the order for winding up, shall, unless the court otherwise orders, be void. Winding up by the court, sec. 79. b Winding up subject to supervision, sec. 147. c Definition of members, sec. 23. a Commencement of winding up by the court, sec. 84.-Voluntarily, see. 130. to e Definition of the court, sec. 81. 154. Where any company is being wound up, all The books of books, accounts, and documents of the company the company and of the liquidators shall, as between the dence. contributories of the company, be primâ facie evidence of the truth of all matters purporting to be therein recorded. a Official liquidators, sec. 92.-Voluntary liquidators, sec. 133. As to disposal of books, accounts, and d a 155. 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 liquidators may be disposed of in documents of the following way: that is to say, where the the company. 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 resolutions 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 reason that the same or b Companies, &c. (Part IV., Winding up.) any of them cannot be made forthcoming to any party or parties claiming to be interested therein. a Dissolution of company winding up by the court, sec. 111.-Winding up voluntarily, sec. 143. b Official liquidators, sec. 92.-Voluntary liquidators, sec. 133. с Winding up by the court, sec. 79. d Subject to supervision, sec. 147. e Definition of the court, sec. 81. f Winding up voluntarily, sec. 129. g Definition of extraordinary resolution, sec. 129. books. 156. Where an order has been made for winding up a Inspection of company by the court, or subject to the superb vision 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 not further or otherwise. с d a Winding up by the court, sec. 79. c Definition of the court, sec. 81. b Subject to supervision, sec. 147. d Meaning of contributory, sec. 74. 157. 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 Power of assignee to sue. own name. a Official liquidator may sell things in action, sec. 95.-Vesting of things in action in official liquidators of unregistered companies, sec. 203. Debts of all 158. In the event of any company being wound up under this Act, all debts payable on a contindescriptions gency, and all claims against the company, to be proved, present or future, certain or 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. a Exclusion of creditors not proving within a certain time, sec. 107. General Companies, &c. (Part IV., Winding up.) 159, The liquidators may, with the sanction of the court, where the company is being wound up scheme of by the court or subject to the supervision of liquidation may be sanc- the court,d and with the sanction of an extrationed. ordinary resolution of the company where the company is being wound up altogether voluntarily,' pay any classes of creditors in full, or make such compromise or other arrangement as the liquidators may deem expedient with creditors or persons claiming to be creditors, or persons having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable. Official liquidators, sec. 92.-Voluntary liquidators, sec. 133. b Definition of the court, sec. 81. Winding up by the court, sec. 79. d Subject to supervision, sec. 147. e Definition of extraordinary resolution, sec. 129. f Voluntary winding up, sec. 129. & Such debts to be proved, sec. 158. b g 160. The liquidators may, with the sanction of the Power to court, where the company is being wound up compromise. by the court or subject to the supervision of the court, and 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, and liabilities 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 company, 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 dis Companies, &c. (Part IV., Winding up.) charges in respect of all or any such calls, debts, or liabilities. a Official liquidators, sec, 92.-Voluntary liquidators, sec. 133. b Definition of the court, sec. 81. c Winding up by the court, sec. 79. d Winding up subject to supervision, sec. 147. e Definition of extraordinary resolution, sec. 129. Power for 8 Meaning of contributory, sec. 74. accept shares, sale of pro perty of 161. Where any company is proposed to be or is in the course of being wound up altogether liquidators to voluntarily, and the whole or a portion of &c., as a con- its business or property is proposed to be sideration for transferred or sold to another company, the liquidators of the first mentioned company 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 interests 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 interests, or in addition 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 or one of them, and left at the registered office of the com Companies, &c. (Part IV., Winding up.) pany not later than seven days after the date of the meeting at which such special resolution was passed, such dissentient member may require the liquidators to do one of the following things as the liquidators may prefer that is to say, either to abstain from carrying such resolution into effect, or to purchase the interest held by such dissentient member at a price to be determined in manner hereinafter mentioned, such purchase money to 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.i Mode of price. b b Liquidators, sec. 133. d Definition of member, sec. 23. f Dissolution of company, sec. 143. Subject to super vision, sec. 147. i Definition of the court, sec. 81. 162. The price to be paid for the purchase of the interest of any dissentient member may be determining 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," with respect to the settlement of disputes by arbitration, shall be incorporated with this Act; and in the construction of such provisions this Act 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. |