THE COMPANIES ORDINANCE, 1972

Provisions applicable to a creditor's voluntary winding up

260. The provisions contained in the seven sections of this Ordinance next following shall apply in relation to a creditors' voluntary winding up.

261.—(1) The company shall cause a meeting of the creditors of the company to be summoned for the day, or the day next following the day, on which there is to be held the meeting at which the winding up resolution is to be proposed, and shall cause notices of the said meeting of creditors to be sent by post to the creditors simultaneously with the sending of the notices of the said meeting of the company.

(2) The company shall cause notice of the meeting of the creditors to be advertised once in the Gazette and once at least in one daily newspaper circulating in Seychelles.

(3)  The directors of the company shall—

(a)   cause a full statement of the position of the company's affairs together with a list of the creditors of the company, the estimated amount of their claims, the securities they respectively hold for their claims, and the privileges to which they are respectively entitled under articles 2101, 2102 and 2103 of the Civil Code to be laid before the meeting of creditors to be held as aforesaid ; and

(b)  appoint one of their number to preside at the said meeting.

(4)  It shall be the duty of the director appointed to preside at the meeting of creditors to attend the meeting and preside thereat.

(5)  If the meeting of the company at v/hich the resolution for voluntary winding up is to be proposed is adjourned and the resolution is passed at an adjourned meeting, any resolution passed at the meeting of the creditors held in pursuance of subsection (1) of this section shall have effect as if it had been passed immediately after the passing of the resolution for winding up the company.

(6)  If default is made—

(a)   by the company in complying with subsection (1) or (2) of this section ;

(b)   by the directors of the company in complying with subsection (3) of this section ;

(c)   by any director of the company in complying with subsection (4) of this section ;

the directors or director in default shall be liable to a fine of ten thousand rupees.

262.—(1) The creditors and the shareholders of the company at their respective meetings mentioned in section 261 may nominate a person to be liquidator for the purpose of winding up the affairs and distributing the assets of the company, and if the creditors and the shareholders of the company nominate different persons, the person nominated by the creditors shall be liquidator, and if no person is nominated by the creditors the person (if any) nominated by the shareholders shall be liquidator ;

Provided that in the case of different persons being nominated, any director, shareholder, creditor or debenture holder of the company may, within seven days after the date on which the nomination was made by the creditors, apply to the court for an order, either directing that the person nominated as liquidator by the shareholders of the company shall be liquidator instead of, or jointly with, the person nominated by the creditors, or appointing some other person to be liquidator instead of or jointly with the person appointed by the creditors.

(2)  The creditors at the meeting to be held in pursuance of section 261 or at any subsequent meeting, may, if they think fit, appoint a committee of inspection consisting of not more than five persons, and if such a committee is appointed, the shareholders of the company may, either at the meeting at which the resolution for voluntary winding up is passed or at any time subsequently in general meeting, appoint such number of persons as they think fit to act as members of the committee, not exceeding five in number :

Provided that the creditors may, if they think fit, resolve that all or any of the persons so appointed by the shareholders of the company ought not to be members of the committee of inspection, and, if the creditors so resolve, the persons mentioned in the resolution shall not, unless the court otherwise directs, be qualified to act as members of the committee, and on any application to the court under this provision the court may, if it thinks fit, appoint other persons to act as such members in place of the persons mentioned in the resolution.

(3)  Subject to the provisions of this section, the provisions of section 230 (except subsection (1) thereof) shall apply with respect to a committee of inspection appointed under this section as they apply with respect to a committee of inspection appointed in a winding up by the court, with the substitution of references to shareholders of the company for references therein to shareholders and contributories.

263.—(1) The committee of inspection, or if there is no such committee, the creditors, may fix the remuneration to be paid to the liquidator or liquidators.

(2) On the appointment of a liquidator, all the powers of the directors shall cease, except so far as the committee of inspection, or if there is no such committee, the creditors, sanction the continuance thereof.

264. If a vacancy occurs, by death, resignation or otherwise, in the office of a liquidator, other than a liquidator appointed by, or by the direction of, the court, the creditors may fill the vacancy.

265.—(1) In the event of the winding up continuing for more than one year, the liquidator shall summon a general meeting of the company and a meeting of creditors at the end of the first year from the commencement of the winding up and of each succeeding year, or as soon thereafter as may be convenient, and shall lay before the meetings an account of his acts and dealings and of the conduct of the winding up during the preceding year.

(2) If the liquidator fails to comply with this section within three months after the expiration of each anniversary of the commencement of the winding up, he shall be liable to a default fine.

266.—(1) As soon as the affairs of the company are fully wound up, the liquidator shall make up an account, showing how the winding up has been conducted and the assets of the company have been disposed of, and thereupon shall call a general meeting of the company and a meeting of the creditors, for the purpose of laying the account before those meetings and giving any necessary explanation thereof.

(2)  Each such meeting shall be called by advertisement in the Gazette, and in one daily newspaper circulating in Seychelles specifying the time, place, and object thereof, and published one month at least before the meeting.

(3)  Within one week after the date of the meetings, or, if the meetings are not held on the same date, after the date of the later meeting, the liquidator shall send to the Registrar a copy of the account, and shall make a return to him.of the holding of the meetings and of their dates, and if the copy is not sent or the return is not made in accordance with this subsection the liquidator shall be liable to a default fine :

Provided that, if a quorum is not present at either such meeting, the liquidator shall in lieu of the return hereinbefore mentioned, make a return that the meeting was duly summoned and that no quorum was present thereat, and upon such a return being made the provisions of this subsection as to the making of the return shall, in respect of that meeting, be deemed to have been complied with.

(4)  The Registrar on receiving the account and either of the returns hereinbefore mentioned in respect of each such meeting shall forthwith register them, and on the expiration of three months from the registration thereof the company shall be deemed to be dissolved :

Provided that the court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit.

(5)  It shall be the duty of the person on whose application an order of the court under this section is made, within seven days after the making of the order, to deliver to the Registrar a copy of the order for registration, and if that person fails so to do he shall be liable to a fine of one hundred rupees for every day during which the default continues.

(6)  If a liquidator fails to call a general meeting of the company or a meeting of creditors as required by this section he shall be liable to a fine not exceeding one thousand rupees.

267. Sections 232(2) shall apply to meetings of creditors in a creditors' voluntary winding up as it applies to meetings of creditors in a winding up by the court.