Inspection of Books. Power of been committed, by reason that the same or any of them cannot be made forthcoming to any Party or Parties claiming to be interested therein. 1 Companies Act, 1907, Sect. 45, post p. 284. 156. Where an Order has been made for winding up a Company by the Court or subject to the Supervision of the Court, the Ccurt 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. 157. Any Person to whom any Thing in Action and 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. sued. Debts and Claims of all Descrip proved. 1Sect. 95, ante p. 40, and as to unregistered Companies Sect. 203, post p. 89. 158. In the event of any Company being wound up under this Act, all Debts1 payable on a Contingency, tions to be and all Claims against the Company, present or future, certain or contingent, ascertained or sounding only in Damages, shall be admissible as 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. Power to make Compromises, etc., with Creditors may be sanctioned. 1 See Companies Act, 1907, Sect. 28, post p. 276. 159. The Liquidators may, with the Sanction of the Court, where the Company is being wound up 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, pay any Classes of Creditors in full, or make such Compromise or other Arrangement 2 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,3ascertained or sounding only in Damages against the Company, or whereby the Company may be rendered liable. Sect. 139, ante p. 58. As to such Arrangements, see Sect. 136, ante p. 57, and also the Joint Stock Companies Arrangement Act, 1870, Sect. 2, post p. 159, and also Rule 77, Appendix. 3 And see Companies Act, 1907, Sect. 28, post p. 276. with Con and 160. The Liquidators may, with the Sanction of Power to the Court where the Company is being wound up by compromise the Court or subject to the Supervision of the Court, tributories and with the Sanction1 of an Extraordinary Resolution Debtors 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 Discharges in respect of all or any such Calls, Debts, or Liabilities. 1 Sect. 139, ante p. 58. as a Consi Property 161. Where any Company is proposed to be or is in Power for the course of being wound up altogether voluntarily, to accept Liquidators and the Whole or a Portion of its Business or Property Shares, etc., is proposed to be transferred or sold to another Com- deration pany, the Liquidators of the first-mentioned Company for Sale of may, with the Sanction of a Special Resolution of to another the Company by whom they were appointed, conferring Company. 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 Company 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 herein-after mentioned,2 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. 1 Sect. 51, ante p. 23. 2 Next Section. determin 162. The Price to be paid for the Purchase of the Mode of Interest of any dissentient Member1 may be deter- ing Price mined 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 by 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. 1 Under preceding Section. Executions, 163. Where any Company is being wound up by Certain Atthe Court or subject to the Supervision of the Court, tachments, any Attachment, Sequestration, Distress, or Execution etc., after put in force against the Estate or Effects of the Com- ment of pany after the Commencement of the Winding up Winding up shall be void to all Intents. Commence to be void Preference. 164. Any such Conveyance, Mortgage, Delivery of Fraudulent Goods, Payment, Execution, or other Act1 relating to Property as would, if made or done by or against any individual Trader, be deemed in the event of his Bankruptcy to have been made or done by way of undue or fraudulent Preference of the Creditors of such Trader, shall, if made or done by or against any Company, be deemed, in the event of such Company being wound up under this Act, 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 Trader; and any Conveyance or Assignment made by any Company formed under Transfer of this Act of all its Estate and Effects to Trustees for to Trustees the Benefit of all its Creditors shall be void to all all Effects for Benefit of Creditors void. Power of assess Damages against Directors and Officers. Intents. 1 See Companies Act, 1907, Sect. 13, post p. 266, as to Avoidance of Floating Charges created within three months of winding up. 165.1 Where in the course of the Winding up of any Company under this Act, it appears that any past or present Director, Manager, Official or other Liquidator, or any Officer of such Company, has misapplied or retained in his own Hands, or delinquent become liable or accountable for any Moneys of the Company, or been guilty of 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 criminally 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 contribute such Sums of Money to the Assets of the Company by way of Compensation in respect of such Misapplication, Retainer, Misfeasance, or Breach of Trust, as the Court thinks just. Penalty on destruction tion of Books. 1Repealed by the Companies (Winding-up) Act, 1890, and replaced by Sect. 10 of that Act, post p. 187. 166. If any Director, Officer, or Contributory of or Falsifica- any Company wound up under this Act 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 Misdemeanor, and upon being convicted shall be liable to Imprisonment for any Term not exceeding Two Years, with or without hard labour.1 Prosecu tion of delinquent Directors in the Case of 1 See also the Larceny Act, 1861 (24 & 25 Vict., c. 96), Sects. 82, 83, 84, post Appendix, and the Companies Act, 1900, Sect. 28, post p 237. 167. Where any Order is made for winding up a winding up Company by the Court or subject to the Supervision of the Court, if it appear in the course of such Wind by Court. |