THE COMPANIES ORDINANCE, 1972

Provisions applicable to every voluntary winding up

268. The provisions contained in the seven sections of this Ordinance next following shall apply to every voluntary winding up, whether a members' or a creditors' voluntary winding up.

269.—(1) All costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, shall be payable out of the assets of the company in priority to all other claims.

(2) Subject to the payment of the costs and expenses of the winding up, to the satisfaction of the liabilities of the company which are preferential payments, to the rights of creditors who are entitled to securities or to privileges under articles 2102 and 2103 of the Civil Code, and to the application of the rules of bankruptcy law in the case of insolvent companies, the property of a company shall, on its winding up, be applied in satisfaction of its liabilities rateably, and, subject to such application, shall be distributed among the shareholders in proportion to the nominal values of their respective shares.

270.—(1) The liquidator may—

(a)    in the case of a members' voluntary winding up, with the sanction of a special resolution of the company, and, in the case of a creditors' voluntary winding up, with the sanction of either the court or the committee of inspection, exercise any of the powers given by paragraphs (d), (e) and (f) of section 222(1) to a liquidator in a winding up by the court;

(b)   exercise any of the other powers exercisable by a liquidator in a winding up by the court;

(c)    exercise the power of the court in a winding up by the court of settling a list of contributories, and the list of contributories shall be prima facie evidence of the liability of the persons named therein to be contributories ;

(d)   exercise the power of the court in a winding up by the court of making calls :

(g) summon general meetings of the company for any purpose he may think fit.

(2) The liquidator shall pay the debts of the company and shall adjust the rights of the contributories among themselves.

271.—(1) If from any cause whatever there is no liquidator acting, the court may appoint a liquidator.

(2) The court may, on cause shown, remove a liquidator and appoint another liquidator.

272.—(1) The liquidator shall, within seven days after his appointment, deliver to the Registrar for registration a notice of his appointment in the prescribed form.

(2) If the liquidator fails to comply with the requirements of this section he shall be liable to a default fine.

273.—(1) The liquidator or any creditor, shareholder, contributory or debenture holder of the company may apply to the court : —

(a)   to determine any question arising in the winding up of the company ; or

(b)   to exercise all or any of the powers which the court might exercise if the company were being wound up by the court.

(2)  The court, if satisfied that the determination of the question or the exercise of the power will be just and beneficial, may accede wholly or partially to the application on such terms and conditions as it thinks fit, or may make such other order on the application as it thinks just.

(3)  Without prejudice to the generality of the powers conferred on the court by this section, the court may make an order : —

(a)   staying any actions or other proceedings pending in any court against the company at the commencement of the winding up ;

(b)   preventing the bringing of any action or proceedings against the company after the commencement of the winding up unless leave of the court is first obtained ;

(c)   directing that a liquidator shall be released from all liability in respect of any act done, or default made, by him in the winding up of the affairs of the company or otherwise in relation to his conduct as liquidator ;

(d)   revoking any release granted under the last fore-.going paragraph on the ground that it was obtained by fraud or by the suppression or concealment of any material fact; and

(e)   directing that a public examination shall be held under section 241 of any person whose public examination could be ordered under that section if the company were wound up by the court.

274. The voluntary winding up of a company shall not i^Tect the power of the cwrt to order that the company shall be wound up by the court on the application of any person who may present a petition under section 207, but on the heanng of the petition the court shall : —

(a) take into account the wishes of the creditors of the company, and may direct that a meeting of creditors shall be held tc ascertain their wishes ;

(b)   except where the petition is presented by a creditor or a debenrure holder of the company, take into account the wishes of the shareholders of the company, and may direct that a general meeting or a meeting of a class of shareholders shall be held to ascertain their wishes :

(c)   ascertain whether the creditors, shareholders, contributories or debenture holders of the company will benefit if the court makes an order that the compiuy shall be wound up by the court, ami take into account the additional cost of a winding up by the court in comparison with the value of any such benefit; and

(d)   ascertain whether there is any matter relating to the promotion or management of the company or the conduct of its affairs into which an inquiry should be made, and whether such an inquiry can more conveniently be made if the company is wound up by the court

275. In connection with general meetings of a company which is being wound up voluntarily : —

(a)   no restrictions or limitations imposed by the memorandum or articles on the voting rights of any shareholders shall apply at such meetings, and for this purpose a provision in the terms of issue of shares of an existing company that the holders of such shares shall not be entitled to vote, or shall be subject to a restriction or limitation on their right to vote, at general meetings shall be treated as though it were a restriction on their right to vote imposed by the memorandum of the company; and

(b)   a contributory (other than a shareholder) who has paid the whole amount or the balance of the amount payable in respect of a share in the winding up shall be deemed to be a shareholder in place of the person who is the holder of the share.