Section 111. TT711en

111. TT711en + . . I ACT KO. S OF 1866. 111.[lTThe11 as1 ][orclt.,,r ] [I ~ R S ][been made for wi~zding-up ][a. ][Coml3any ][lirnited ] by guarantee and having a capital divided into shares, any 'ffect of On sharg-capital that may not have been called up shall be share-zapital of* Company limited `'JY` gua- deemed to be assets of tlie Company and to be a debt due to rqntee. the Company from each member to the extent of any sums that may be unpaid on any shares held by him, and payable at sncll time afi may be appointed by the Court. 112.[The Court may, as to all matters relating to the winding-up, have ] regard to tlie wishes of the creditors or contributories as gard to wishes of cre- Coi~rt may have re-[proved to ][it ][by any s~~fficient ] evidence, and may, if it tliinks dit01-s or cofiLribt~- it expedient, direct inc!etings of the credilu~s or contributories tories. to be summoned, lield and condncted in such. manner as the Court directs, for the purpose of ascertaining their wishes, and may appoint a ~ e i ~ s ~ n 10 acl as Cllairmxu uf any such m?sting, and to report the resnlt of such meeting to the Court. I n the cass of creditors, regard is to be had to tlie value of the debts due to esch creditor, and in the case of contributories, to the nurnl~er of votes conferred on cnch colltributory by tho regulations of thc, Con~pany . 113. For the purpose of coaductiizg the proceedings in ~vinding-up a Appointment of offi-[Company and assisting tlle Court therein, there may be ap- ] cia1 Liquidator. pointed a person or persons to be called an Official Liquidator or Official Liquidators. The Court inax appoiilt such person or persons, either provisio~ally or otlierm~ise, as it thinlis fit, to tlie office of Official Liquidator or Official Liquidators. In all cases, if inore persons tl-~an one are appointed to the office of Officid Liquidator, the Court shall declare ~vhether any act hereby required or authorized to be done bjr tl:e Official Liquidator is to bc done by all or any 011s or more of such psrsons. ?'lie Court nlny also determine ~vhetller any and what security is to be given 1)y a,ny Official Liqnidator on his appointment. If no Official Liq~xiclator is appointed, or duriizg any -c-acancy in such appointment, all the propcrty of the C'oiill~auy sl~all be deemed to l,e in the custody of the Court. 114. Ally Official Liquidator may resign. - or be reinoved by %he Court on clue cause sl~o~-\:n. -\.!I!; 1-aci;ncy in the orLce of + Official Hesigiiaiious, remo\-zls, filling up ,-;::Li;iO~xi~l~.tor :!ppoinic:i I.-,!: t:hc i,!ourt slin!! 11:; fil!c:cl by tslxe ; c a ~ ~ c i c . a t d ~ , corapc:tlsation. Cowt,. Tllerc sllnli 1.x 1,;;iI d 1-0 tile OJficia.1 .i liclu;clator sucl.1 salary o:. remunc;;:lt ioll, l.jy \;yay of 1)e~cellinge o~ otller.i-\~ise, , b ACT No. X `OF` 1866. as the Court may direct ; and if more Liquidators than blle arp appointed, snch remuneration shall be distributed amongst tliem in such proportions as the Court directs. 116.[The Official Liquidator or Liquidators shall be described by the style ] Style and duties of of the Official Liquiclator or Official Liquidators of the particuO E c ~ a l I~iwidator. lar Coinpany in respect or which he is or they are appointed, ancl not by his or their individual name or names. He or they shall take into his or their custody, or uncler his or their control, all the p~operty, effects and things in actiolz to which the Company is or appears to be entitled, and shall perform such duties in reference to the winding-up of the Company as may, be imposed by the Court. r~omel.s of Oficial 1116. The Official Liquidator shall have power, with the Ijiquidator. sanction of the. Court, to do the following things :- (I .)[To ][bring or defend any suit or prosecution, or other legal proceed- ] ing, Civil or Criminal,, is1 the name and on behalf of the Company : (2.)[To carry on the business of the Company, ][SO ][fa? as may ][be ][necessary ] for the belzeficial vinding-up of the same : (3.)[To sell the immoveable and moveable property, effects and things ][in ] action of the Company by public auction or private contract, with power to transfer the whole thereof to ally person or Company, or to sell the same in parcels : (4,)[To do ] `[dl ]`[acts, and to execute, in the name and on behalf of tho ] Company, all clcecls, receipts avid other clocurnents, and for that purpose to use, when necessary, the Coml)aizy's seal : (5)[To prove, rsilk, claim and draw a dividend, in the matter of the ] insolvency of any contributory, for ally balance against the cst ate of #sucli cont,rib~~tory, a d ?s talre :;nd receive diviclencls in rcsl~cct of suvl~ halLoncc, in $ 2 ; ~ l~inttcr uf ill(: jncolvctncj, as n soparate ilcbt clue fi~oui such insolvent, :mcl `rateably` ~\-i{h ille otlle~a scl\i~i.nt c rcditoss : (6.1 To draw, r~ccept,, malic and cnr1,o~sc any Bill ol' l2sclj:tr~ge, 1111111rli oi I'ronlissory Xoto jir tlic name :tlrcl[011 ] l~chalf of IJic, Coml)n~y, also tc[~*;;isil ] u l 1 ~ ~ 1 tlie S L ' . C L L ~ . ~ I , ~ 01 the assets of tllc C011il~;tlly Si'oi~l time to tirnc m y requisite plllil `E` ACT No. X `OF` 1866. sum or sums of money; and the drawing, accepting, making or endorsing of every such Bill of Exchange, Hundi or Promissory Note as aforesaid on behalf of the Company, shall have the same effect with respect to the liability of such Company as if such Bill or Note had been drawn, accepted, made or endorsed by or on behalf. of such Company in the course of carrying on the business thereof : (7.) To take out, if necessary, in his official name, letters of administration to any deceased contributory, and to do in his official name any other act that may be necessary for obtaining payment of any monies due from a contributory or lrom his cstate, and whjc.11 act cannot be conveniently done in the name of tho Company; and in all cases where he takes out letters of ad- ' ministration, or otherwise uses liis official name for obtaining payment of any monies due from a c~ntribut~ory, such monies shall, for the purpose of enabling him to take out such letters or recover such monies, be deemed to be due to thc Official Liquidator himself : Provided that nothing herein contained shall be deemed to affect the rights, duties and privileges of the Administrators General and Officiating Administratom General of Bengal, Madras a>nd Bombay respectively : (8.)[To do and execute all such other things as may ][be ][necessary for ] winding-up the affairs of the Company and distributing its assets. 117. The Court may provide by any order that the Official Liquidator Discretion of Offimay exercise any of the above powers without the sanction cia1 Liquidator. or intervention of the Court, and, where an Official I~iquidtltor is provisionally appointed, may limit and restrict his powers by the order appointing him. 118. The Pfficial Liquidator may, ~vith the sanction of Appointment of Attorney or vakeel to[the Court, appoint an Attorney or Talceel to assist him in ] OEcial Liquidator. the performance of his duties. 119.[As so011 ][.z; ][may ][bc ][aftor ][making ][alr ][o~eiler ][FOY ][Tb~i~idinp,-up ] tl~e Corn- CoileL t.1011 anli I ~ : L ~ N , ilic Col~rt, sli;lll ret.t,le a list of coil( ~~il~utorias, 114th , , ~ i ~ ~ i ~ o ; ~ of asacL~ ij~vcl' :.c&if?r the i:cgistcr of Mei111)m-s iii dl C ~ S C S \i.lic~c rectificatio;i is r in ~ I U T F J ~ L C C of tlrii. 1 . 1 1 ~lli~ll CilUsi: `Lh(:` ilsqcts of {lie &:npmly to lip colieoi,c(I iind npi~liod ill dis(:?~n~ei. of its `liai)~liticse` 120. In ACT No. X OF 1866. 120.[In ][settling the list of contributories, the Court shall distinguisll be- ] tween pcrso~ls who art: co~ltributories in their own right, and Provision as to representative contribu- persons mllo are coutributories as being representatives of tories. a or being liable to the debts of others. 121. The Court may, at any time after making an order for windingup a Company, require any contributory for the time being Pqwer of Court to require delivery of settled on the list of contributories, trustee, receiver, banker property. or agent, or Officer of the Coinpany to pay, deliver, convey, surrender or transfer forthwith, or within such time as the Court directs, to or into the hauds of the Oficial Liquidator ally sum or balance, books, papers, estate or effects which happen to be in his hands for the time being, and to which the Company is prinzd fc~cie entitled. `122.` The Court may, at any time after malting an order for willding- - up the Company, make an order o=. ai~y contributory for Power of Co?rrt to orderpaymentofdebta tlile time being setlded on the list of contribulodes, directing by oontributory. payment to be madc, in manner in the said order mentioned, of any monies due from him or from tlie estate of the person whom he represents to the Company, exclusive of any monies which he or the estate of the person whoni he represents may be liable to contribute by virtue of ally call made or to be made by the Court in pursuance of this Part of this Act. The Court may, in making such order, mlien the Gornpangr is not, liruitsd, allow to such contributory by vay of set-off angr monies due to him or the estate which he represents from the Company an any illdependelit dealing or contract with the Company, but not any monies due to him as a member of the Company in respect of any dividend or profits. Provided that when all the creclitoi~s of any Company, whether Limited or Unlimited, are paid in full, ally i~loaies due on any account whatever to any contributory from tlie Company may be allowed to `him` by way of set-off against any subsequent call or calls. 123. The Court may, at any time after making an order for winding-up Power of Court to a Conipany, a,nd eitller before or after it has ascertainecl the make calls. sufficiellcy of the assets of the Company, m%ke calls on and order payment thereof by all or m y of the contributorios for the tima being settled on the list of contributories, to tile extent of their lia.bilitg, for psymcnt of a.11 or m y su~ns it clcrjins iieccssarp to st~tisfy tlle clebts nnil li:~,l~ilitics of tIic Conzpany, and tllc costri:, c;l~ni,ges and cspcnst:~ of \\rillding it El), :~11c1 f o ~ acljus!~i~c::t of 41,li~i; j:igi~ . , `is` ~ i ' L ~ I c cont,rij) ~ ~ t o r : . i ~ ~ aulongsl I l i ~ a n ~ ~ l \ ~ ( : ~ . T ~ X C Court. ACT No. `'X OF` 1866. Court may, in making o, call, take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same. * 124.[The Cout may orclcr ally contributory, purchaser or other person ] ' from ~vliorn money is due to the Company, to pay the samc Power of Court to order payment into into the B ~ l l i of Bengal, the Bank of Natlras, or the Bank Bank. of Bombay, as the case may be, or any branch thereof respectively, to the accoul~t of the Ofiicial Liquidator instead of to the Official Liquidator, and snch order may be enforced in the same manner as if it had directed payment to the Olficial Liquidator. 125. All monies, bills, notce and otlier aecilrities, paid and delivered into the Bank of Bengal, tlie Bank of Madras, or the Bank Regulation of acooullt xith Court. of Bombay, or any branch thereof respectively, in tlie event of a Company being wound up by the Coilrt, shall be subject to such order and regulation for the keeping of the account of such monies and other effects, and foF the payment and delivery in, or investment and payment and delivery out, of tlie same, as the Court may direct. 126.[If ] any person msde a contributory as personal representative of Prorision in case of a deceased contributory makes default in paying any sum representative contri- butory not paylug ordered to be paid by `him,` proceedings may be taken for monies ordered. administering tlie property of such deceased contributory, mhcther moveable or immoveable, or both, and of compelling payment thereout of tlie monies due. 127.[Any order made by the Cowl ][in ][pursuance of this Act upon any ] Order conclusive evicontributory shall, subject to tlie lsrovisions herein coiltained dence. for appcaliug against such order, be conclusive evidence that the monies, if any, thereby appearing to be due or ordered to be paid are due, and all other pertinent illstters stated in such order are to be taken to be truly stated as against all peisolls and in all proceedi~igs whatsoever. 128.[The Court inay ][fix ][a certain ][day ][or certxiu days o i or ~vithin ][*-hi& ] C o n r ~ ~ : ir!c x c l ~ d o creditors ol. thc Colnyaily arc to p r u ~ c the:;.' dehtc or c!aimK \ 1 cred~iois i,oL pio\.!ng 01' t 0 110 ~ ~ ~ h l ( i e ~ ii'0?11 1,1(: 1 l)(:l?~fii of lily i[j~tl'ilXlfi:l:l ;11:~dc, `u'1t11irl` crrtain time. bcfor c such rlel>is `arc` ~ Y U \ (:(I. 129, ?'hc 4 BGT No. X `OF 1866.` Court to a j u s t `128.` The Court slhalJ adjast the rights of the eonkig+ of cmtnbo- tributaries amongst themseiven, md -distribute any surplue torlea. that may remain amongst the parties enkitld thereto. 130. The Oourt may, in the event of the assets being insuaoient to satisfy the liabilities, make an order as to the payment out Court to order costs. of the estate of the Company of the costs, charges and expenses Incurred in winding-up any Company in such order of priority as the Court bhinks just. 131. When the affairs of the Company have been completely wound up, ~ s s o ~ ~ ~ t i o n of cam-[the Court shall make an order that the Company be dissolv- ] pan^. ed from the date of such order, and the Company shall be Ttissol~ed accordingly. `132.` Any order so made shall be reported by the Hegistrar to make winute of dissolution Official Liquidator to the Registrar, who shall make a Minute of company. accordingly in his Books of the dissolution of such Company. `133,` If the Official Liquidator makes default in reporting to the Registrar, in the case of a Company being wound up by the Court, the PenalB on not resorting Assolution of order that the Company be dissolved, he shall be liable to a ompany. penalty not exceeding one hundred rupees for every day d~uing which he is so in default. `Bxi~aordhzu~*y Powe?*s of Court.` 134. The1 Court may, after it has made an order for winding-up, the Comof to pany, summon before it any Officer of the Co111pany or person fore i t suspected of pemons be- known or suspected to have in his possession any of the estate haring property of or effects of the Company, or supposed to be indebted to the Company. Company, or any person whom the Court may deem rapable of giving information concerning the trade, dealiirgs, estate or effects of the 'Company. The Court may require any such ORicer or person to produce any documents in his custody oi7 power relating to the Company. If any pzrsou so summoned, after being tendered a reasonable sum for his expenses, refuses to come before tlie Court at the tine appoinkd, having no lawful iil~pedime~li, .(made known i,o the Court at the timc of its sitliug nnrl allowod.by it), tho Go1 nt . may cause su(h .person to be apprellendccl wrdl brought befo~c t,llr Court L C L O Ncvori.lrolo~s, ilr cases where. au? ])e~*i;on claims :I:I;lii>~j 011 ACT No. X OF 1866. documents produced by him, such production shall be without prejudice to sucli Lien, and the Court shall have jurisJiction in the winding-up to determine all questions relating to such lien. - - 135. - The Court may examine upon oath or affirmation, either by word of Examination of par-[mouth or upon written iniemgatories, any person appearing ] ties I by Court. or brought before it in manner aforesaid, concerning the affairs, dealings, estate or effects of the Company, and may reduce into writing the answers of every sqch person, and require him to subscribe the same, 136.[The Court may, at any time before or after it has made ][an ][order ] Power to arrest confor winding-up a Company, upon proof being given that there scond or to remove or trihutory about to ab- is p rob able cause for believing that any contributory to such conccn~ nny of hi8 Cnmpany is about to quit British India or otherwise abproperty. scond, or to remove or conceal any of his goods or chattels, for the purpose of evading payment of calls, or for avoiding examination in respect of tlie affairs of the Company, cause such contributory to be arrested, and his books, papers, monies, securities for monies, goods a,nd chattels to be seized, and him and them to be safely kept until such time as the Court may order. 137. Any powers by this Act conferred on the Court shall be deemed Powers of C o u ~ t cu[to be in addition to, and not in restriction of, any other ] muladive. powers subsistiizg of instituting proceedings against any contribntory, or the estate of aiij~ contributory, or against any debtor of tho Company, for the recovery of ally call or other sums due from such contributory or debtor, or his estate, and such proceedings may be instituted accordingly. B~zfo~cement of c~nd Appeal fvosn Orders. 138. All orders iliade by a Court ~mdcr this Act may bc cnforced i~ the Power to enforce[same manney ][in ][11711ich decrees of such Court made in any ] orders. suit poncling therein may be enforced. 139. Any order masdo by a Court for or in the course of the winding-up Order innde in any of a Company under this Act shall be enforced in any part Court to be enforced of British India otlicr than illat in whicll such Court is situate, by other Courts. in the Court that wonlcl ltst~~e had jurisdiction in respect of such Comlmnx if i11e ~cgistcrccl Office of' tllc Colnpaay 11nd l>cell situd.c in sucli other 13211 t, auil i l l tllc sanlc Ir~ioiirel ill oll respects as if sucli ordor had ?~ccll iilad~ by Ilie Court t l ~ i l is hcrcby ~'c'c~uil'cd to enforcc: t)ic snmc. 3 40. -\J%PY~: I % d 8 `j` 8 ACT No. X OF 1866. 140. Where any order or decree made by one Court is required to be enforced by anothcr Co~ut a$ hereinbefor@ provided, a ccrhified &Xu.Zocle of dealing with orders to be enfo~ced copy of the order or decree so made shall be procluced to by other Courts. thc proper Officer of the Court required to enforce the same, and the production of such certified copy shall be sufficient evidence of such order or decree having been made, and thereupon such last-mentioned Court shall take such steps in the matter as may be requisite for enforcing such order or decree, in the same manner as if it mere the ordey or decree of the Court enforcing the same. 141. Re-hearings of and appeals fiorn any order or decision made or given in the matter of the winding-up of a Company by Appeals from orders. the Court, may be had in the same manner and subject to the same conditions in and subject to which appeals may 11e had from any order or deiision of the same Court in cases within its ordinary jurisdiction ; subject to this restriction, that no S U C ~ re-hearing or appeal shall be lieard unless notice of the same is given within three weeks after any ordw complained of has been made, in manner in which notices of appeal a= ordinarily given under the Code of Civil Procedure, unless such time is extended by the Court of Appeal. 142. In all proceedings under this Wrt of this Act, every Court, Judge Judicial notice to[and person judicially acting, and all other Officers, judicial ] be taken of siguature or ministerial, of any Court, or employed in enforcing the of Officers. process of any Court, shall take judicial notice of the sig-. nature of any Officer of any other Court, and also of the official seal of any other Court when such seal is appended to any document made, issued, or signed under the provisions of this ParL of the Act, or any official copy thereof. b 143, The Juclges of the District Courts who sit at places illore than twenty English miles from the usual place of sitting of the Special Commissiunera for receiving cviHigh Court, shall be Commissioners for tlze purpose of takdence. ing evidence undcr this Act in cases where any Colllpaily is wo~md up in a I3igh Court, and it shdl be l a ~ v f ~ ~ l f o ~ the High Court to rcfer the w11ole or any part of the exaniinatioii of ally witnesses under this Act to any person hereby appointed Commissioner, although SLLC~I Coll~n~issioiier is O L I ~ of the juisiliction of the Cou~t that inaile the order or dcc~cc f o ~ $1-incling.. a p the Coi~lpany. Bvery such Coln,~~issionr~l~ shall, iiz nrlrlifio~l- t a a?xy pore1 of sumrn O I ~ ~ J I ;I I) (1 c~alninin g vir nc< -(Y; an0 rcc1uiri 11:; t Ilc ~wocluct ion 03. slel i v c ~ < ~ ACT 'No. X oa @366. delivery of docaments and certil'firrg or p~nisMng~~&lbf~uliCs +bjr~+itnc!ii~o~;, which !he might lav(~fa1ay-exsrcise as a Judge of a District Court, lrave, in the matter so referred to .,hiria, ..all the sade powers of summoning and examining witnesses mid requiring the prodoetion or delivery of docurnefits and punishing defaults ! by witnesses, and allowing costs and charges and expenses to witnesses, as the 'Oourt which madel the order for winding-up the Company has ; and fhe examina,tion so takcn bball be returned or reported to such last-mentioned CJourt in such manner as it directs. 144.[If any affidavit, affirmatioi or declaration required to be sworn or ] made under the provisions or for the purposes of this Part h., ma of this Act, be lawfully sworn or made in British India, or in Great Britain or Ireland, or in any Colony, Island, Planha- my or abroad comp&,eht be- abroad comp&,eht be- comp&,eht betention or place under the dominion of Her Majesty in foreign or person. person. parts, before any Court, Judge or person lawfully authorized Affidavits, h., ma be sworn in ~ r i t i a g India, Great Britainor Ireland, bef,jre my or abroad comp&,eht be- abroad comp&,eht be- comp&,eht beCourt or person. person. to take and receive affidavits, affirmations or declarations, or before any of Her Majesty's .Coilsuls or Vice-Consuls in any foreign parts out of Her Majesty's #dominions, all Courts, -Judges, Justices, Commissioners and persons acting judicially in British I n d h shd~l take judicial notioe of the *seal %or stamp .or signature (as the case may be) of any such Court, Judge, person, Oonsul lor `2` Vice-Consul, attached, appended or subscribed to any such affidavit, affirmation `.` or declaration, or to any other document to be used for the purposes of this Part of this Act. % - .pvhich Circumstances under Company may 145. A Company under this Act 1iay be wound up be wound up rolunkavolunt,arily, rilp. (I.)[Whenever the period, if any, fixed for the duration of the Con~pany ] by the Articles of Association expires, or whenever the event, if asy, occurs upon the occurrence of which it is provided by the Articles of Association O a t the Co~npany is to be dissolved, and the Company in General Meeting has passea a Resolution requiring the Company to be wchnd up voluntarily : (2.)[Whenever the Company has passed ][a ][Special Resolution requiring ][the ] C.'oi~~pany to be ~vound up voluntarily : (5.)[7\Tl~ci~crcr ] tllc Com~xiny hen passed an Extraordinaq fiesolntion to tire i~fibrl illat it, 11;)s go or^ p r o ~ c d to their 8:ltisfkci.ion that l h c ( > ~ ~ r i l ~ ) ; t t i > - canaot !,y canaot !,y 1'(>;\8011 ACT 'No. X `OF` w66. reason of its liabilities continue its business, and thact it is advisable to wind ap . the same : For' the purposes of this Act any Resolution shall be deemed to be extraordinary which is passed in such manner as would, if it had been confirmed by a subsequent meeting, have constituted a Special Resolulion as hereinbefore defined. Commencement of 146. A voluntary winding-up shall be deemed to comv ~ l u n t a r ~ winding-up. mence at the time of the passing of the Resolution authorizing such winding-up.