THE COMPANIES ORDINANCE, 1972

Meetings of shareholders and creditors

232.—(l) The provisions of this Ordinance governing general meetings of a company which is not being wound up shall apply to meetings of shareholders of a company which is being wound up by the court, except that : —

(a)   no restrictions or limitations imposed by the memorandum or articles on the voting rights of any shareholders shall apply, 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 rights 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.

(2) At meetings of creditors of a company which is wound up by the court : —

(a) each creditor shall be entitled to vote in proportion to the amount of his debt or claim admitted by the liquidator or by the court;

(b) unless this Ordinance otherwise provides, a resolution shall be considered to have been passed and to be binding on all creditors of the company if more votes are cast in favour of the resolution than are cast against it;

(c)   debenture holders shall be deemed to be creditors of the company for the amount of principal, redemption premiums, interest and costs payable to each of them respectively, and the trustees for debenture holders (if any) shall be creditors only for the amount of any remuneration and of any costs and expenses due from the company to them personally ;

(d)   a quorum shall consist of creditors entitled in the aggregate to at least one-tenth of the debts and claims against the company which have been admitted by the liquidator, but no quorum shall be required at an adjourned meeting ; and

(e) a resolution passed at an adjourned meeting of creditors shall for all purposes be created as being passed on the date when it was in fact passed, and shall not be deemed to have been passed on any earlier date.