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arrangement (y), appeal to the court against such arrangement, and the court may thereupon, as it thinks just, amend, vary or confirm the same (*).
(x) See sect. 74, ante, p. 76, for definition of contributory. (y) These words assume an agreement to have been made, and not merely an entry on the minutes of proceedings.
(2) Every application under this section shall be by petition or motion, or, if the judge shall so direct, by summons at chambers. Rule No. 51.
138. Where a company is being wound-up vo- Power for luntarily the liquidators or any contributory of the liquidators company may apply to the court in England, Ire- tories in land or Scotland, or to the lord ordinary on the bills winding-up in Scotland in time of vacation, to determine any to apply to 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 or lord ordinary in the case aforesaid, 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, interlocutor or decree on such application as the court thinks just (b).
(a) See 21 & 22 Vict. c. 60, s. 14.
(b) See sect. 137, n. (z).
139. Where a company is being wound-up vo- Power of luntarily the liquidators may, from time to time, call general during the continuance of such winding-up, sum- meeting (c). mon general meetings of the company for the purpose of obtaining the sanction of the company by special resolution or extraordinary resolution (d), 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 commence
Power to fill
up vacancy in liquidators (e).
Power of court to appoint
ment 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.
(c) See 19 & 20 Vict. c. 47, s. 104, pl. 10.
(d) See sect. 129, ante, p. 170.
140. If any vacancy occurs in the office of liquidators 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 (f), 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 any 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.
(e) See 21 & 22 Vict. c. 60, s. 15.
(f) See sects. 135, 136, ante, p. 174.
141. If from any cause whatever there is no liquidator acting in the case of a voluntary windingliquidators. up, the court may, on the application of a contributory (g), 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 (h).
(g) See Rule, No. 51, post.
(h) See sects. 135, 136, 137, ante, pp. 174, 175.
142. As soon as the affairs of the company are on conclu- fully wound-up, the liquidators shall make up an winding-up account showing the manner in which such windingto make up 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, as respects companies registered in England in the London Gazette, and as respects companies registered in Scotland in the Edinburgh Gazette, and as respects companies registered in Ireland in the Dublin Gazette.
(i) See 19 & 20 Vict. c. 47, s. 104, pl. 10.
143. The liquidators shall make a return to the Liquidators registrar of such meeting having been held, and of meeting to the date at which the same was held, and on the ex- registrar (k). piration of three months from the date of the registration of such return the company shall be deemed to be dissolved: if the liquidators make default in making such return to the registrar they shall incur a penalty not exceeding five pounds for every day during which such default continues.
(k) See 19 & 20 Vict. c. 47, s. 104; 20 & 21 Vict. c. 14, s. 20. 144. All costs, charges and expenses properly Costs of incurred in the voluntary winding-up of a company; liquidaincluding the remuneration of the liquidators, shall tion (4). be payable out of the assets of the company in priority to all other claims.
(1) See last paragraph of sect. 164 of 19 & 20 Vict. c. 47.
145. The voluntary winding-up of a company Saving of shall not be a bar to the right of any creditor of rights 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 (m).
(m) See 19 & 20 Vict. c. 47, s. 105.
146. Where a company is in course of being Power of wound-up voluntarily, and proceedings are taken court to for the purpose of having the same wound-up by ceedings of the court, the court may, if it thinks fit, notwith. voluntary
Power of court, on
standing that it makes an order directing the company to be wound-up by the court, provide in such order or in any other order for the adoption of all or any of the proceedings taken in the course of the voluntary winding-up.
(n) This is similar to part of the 19th section, 20 & 21
Vict. c. 14.
Winding-up subject to the Supervision of the
147. When a resolution has been passed by a application, company to wind-up voluntarily, the court may make an order directing that the voluntary windingwinding-up, should continue, but subject to such supervision up 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 (p).
subject to super
winding-up, subject to super
Court may have regard
(0) See the latter part of sect. 19, 20 & 21 Vict. c. 14. (p) See form of order under this section, No. 4, post.
148. A petition, praying wholly or in part that a voluntary winding-up should continue, but subject to the supervision of the court, and which windingup is hereinafter 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 (r).
(q) See 21 & 22 Vict. c. 60, s. 2.
(r) See sect. 85, ante, p. 105, as to the petition Rules, Nos. 1-5, and form of order under this section, No. 4, post.
149. The court may, in determining whether a to wishes of company is to be wound-up altogether by the court creditors (s). or subject to the supervision of the court, in the appointment of 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 (t).
(s) See 21 & 22 Vict. c. 60, s. 2.
(t) See sect. 91, ante, p. 109; Rule No. 45, as to meetings under this section. The direction of the judge for any meeting of creditors or contributories under this section, and the appointment of a chairman of any such meeting, shall be testified by a memorandum signed by the chief clerk of the judge. Rule No. 47.
150. Where any order is made by the court for Power to a winding-up subject to the supervision of the court, appoint the court may, in such order or in any subsequent additional order, appoint any additional liquidator or liquida- in windingtors; and any liquidators so appointed by the court up subject shall have the same powers, be subject to the same vision (u). obligations, and in all respects stand in the same position as if they had been appointed by the company (x): 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.
(u) See 21 & 22 Vict. c. 60, s. 4.
(x) See sect. 135, ante, p. 174.
151. Where an order is made for a winding-up Effect of subject to the supervision of the court, the liquida- order of tors appointed to conduct such winding-up may, winding up subject to any restrictions imposed by the court, superexercise all their powers, without the sanction or vision (y). 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 pro