THE COMPANIES ORDINANCE, 1972

Provisions applicable to a members' voluntary winding up

254. The provisions contained in the five sections of this Ordinance next following shall apply in relation to a members' voluntary winding up.

255.—(1) The company in general meeting shall appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company, and may fix the remuneration to be paid to him or them.

(2)  On the appointment of a liquidator all the powers of the directors shall cease, except so far as the company in general meeting, or the liquidator, sanctions the continuance thereof.

(3)  If more than one liquidator is appointed, the resolution appointing them shall state whether they shall exercise their powers jointly or separately and individually.

256.—(1) If a vacancy occurs by death, resignation or otherwise in the office of liquidator appointed by the company, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy.

(2)  For that purpose a general meeting may be convened by any shareholder or contributory or, if there were more liquidators than one, by any of the continuing liquidators.

(3)  The meeting shall be held in manner provided by this Ordinance, or in such manner as may, on application by any shareholder, contributory or by a continuing liquidator, be determined by the court

257.—(1) If, in the case of a member's voluntary winding up, the liquidator has reasonable cause to believe that the company will not be able to pay its debts in full within the period stated in the declaration made under section 253, he shall forthwith summon, a meeting of the creditors of the company, and shall lay before the meeting a statement of the assets and liabilities of the company.

(2) Unless the meeting of creditors resolves that the winding up shall continue as a members' voluntary winding up, the winding up shall, as from the date when the liquidator calls the meeting of creditors, become a creditors' voluntary winding up, and the meeting of creditors shall have the same powers as a meeting of creditors held under section 262 .

(3)  Section 232(2) shall apply to a meeting of creditors under this section as it applies to a meeting of creditors in a winding up by the court.

(4)  If the liquidator fails to comply with subsection (1) of this section, he shall be liable to a fine not exceeding ten thousand rupees.

258.—(1) In the event of the winding up continuing for more than one year, the liquidator shall summon a general meeting of the company 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 meeting 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 year of the winding up, he shall be liable to a default fine.

259.—(1) As soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the winding up, 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 for the purpose of laying before it the account and giving any necessary explanation thereof.

(2)  The 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 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 meeting and of its date, 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 the 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 be deemed to have been complied with.

(4)  The Registrar on receiving the account and either of the returns hereinbefore mentioned shall forthwith register them, and on the expiration of three months from the registration of the return 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 to do so, 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 as required by this section, he shall be liable to a fine not exceeding one thousand rupees.