Repealed or not in force · As amended up to 2026-08
148. Notice of any Special Resolution or Extraordinary Resolution passed ~oticeof~eso~utit o n 'for winding-up a Company voluntarily shall be given by wind up advertisement in the local Official Gazette and also in some newspaper (if any) circulating in the place where the registered Office of the Company is situate.
Consequence of ro149. The follomiug consequences shall ensue upon the luntary winding-up. voluntary winding-up of a Company :-
`(1.)`[The property of the Company shall ][be ][applied in satisfaction of its ] liabilities `pari pnssu,` and subject thereto shall, unless it be otherwise provided by the regulations of the Company, be distributed amongst the members according to, their rights and iuterests in the Company:
(2.)[Licluidators shall be appointed for the purpose of winding-up the ] afl'airs of the Company and distributing the property :
(3.)[T'he Conqmug ][in ][General ][Meetills shall ][appoirit ][such ][pcrsonc ] [O : ][i~cYeoE ] as it tl~i~lks Gt, to be J,iq~idator~ or a iliquiclator, aud may `fix` thc ;,cmm~eratioll to Lc: paid to ehem or 11iirt1 :
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(4.)[If ][.one person only is appointed, all the provisions herein contained in ] reference to several Liquidators shall apply to him :
(5.)[Upon the appointment of Liquidators, all the powers of the Directors ] shall cease, except in so far as the Company in General Meeting or the Liquidators may sanction the continuance of such powers :
(6.) When several Liquidators are appointed, every power hereby given may be exercised by such one or more of them as may be determined at the time of their appointment, or,' in default of such determination, by any number not less than two :
(7.)[The Liquidators may, without the sanction of the Court, exercise all ] powers by this Act given to the Official Liquidators :
(8.) The Liquidators may exercise the powers hereinbefore given to the Court of settling the list of contributories of the Company, and any list so settled shall be prim6 facie'evidence of the liability of the persons named therein to be contributories :
(9.) The Liquidators may at any time after the passing of the Resolution for winding-up the Company, and before they have ascertained the sufficiency of the Bssets of the Company, call on all or any of the contribut~ries for the time being settled on the list of contributories, to the extent of their liability, to pay all or any s ~ m s they deem necessary to satisfy the debts and liabilities of the Company, and the costs, charges and expenses of minding it up, and for the adjustment of the rights of the contributories amongst themselves, and the Liquidators may, in making a call, take into consideration the probability that some of the contributories upon who111 the same is made may partly or wholly fail to pay their respective portions of the same :
(10.) The Liquidators shall pay the debts of the Company, and aclj~~st the rights of the ~ont~ibutories amongst themselves.
`150.` Where a Company limited by guarantee and having a capital divided ~ f f ~ ~ t of mindi,lg-ul, illto shares is being wound up voluntarily, any share-capital on sliare-capital of C O I I I ~ ~ I I J ~ lil~llteci I I ~[that inay not have been called up shall be deemed to be ] g~larantec. assets of tlic Company, and to be a: debt due from each iriclizbc~ to the Compai~y- t o the estcut of any sums that may be unpaid on any shril.w llolci by 1lin1, and l~aj-al~le at such time ns may be appointctl by the Licluidat301.s.
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ACT No. X OF 1866.
`151.` A Company about to be wound up volunt.ari1y or in the course of Power of c ~ being wound up voluntarily may, by an Extraordin: rg Resolu- ~ ~ L ~ ' tion, delegate to its creditors, or to any Committee of its cretors. ditors, the power of appointing Liquidators or au) of them, and supplying any vacancies in the appointment of Liquidators, or may by a like Resolution enter into any arrangement with respect to the powers to be exercised by the Liquidators and the manner in which they are to be exercised. Any act done by the creditors in pursuance of such delegated p o - ~ e r shall have the same effect as if it had been done by the Company.
`162.` Any arrangement which a Company about to be wound up volnntabrrang,,ment .when[rily or in the course of being wound up voluntaeily shall ] binding On creditors. have entered into with its creditors, shall he bindin:? on the Company if sanctioned by an Extraordinary Resolution, and on the creditors if acceded to by three-fourths in number and value of the creditors, slbject to such right of appeal as is hereinafter mentioned.
`153.` Any creditor or contributory of a Company that has in manner Power of creditor or aforesaid entered into any arrangement with its creditors contributory bap~eal. may, within three weeks from the date of the cornplotion of such arrangement, appeal to the Court against such arrangement, and the Court may thereupon, as it thinks just, amend, vary or confirm the same.
154. W e r e a Company is being wound up voluntarily, the Liquid tors or any cont~ibutory of the Company may apply to the Cmrt to , Power for Liquidators ol, contributories determine any question arising in the matter of such `n` indingin v o l u n t a ~ windingup, or to exercise as respects the enforcing of call-: or in up to apply to Court. respect of auy other matter all or any of the power,. which the Court might exercise if the Company were being wound up by the Court. The Court, if satisfied that the determination of such question or tlre ri:qoired exercise of power will be just and beneficial, may accede, ~~11011~ or parti<~lly, to such application, on such terms and subject to such conditions as the Court tliinks fit, or it may make sucIi other order or decree on such application as the Court thinks just.
155. Where a Company is being moultd np vohlntarily, tlle Liquidator . may, PorerofLiqnidatora from time to tilllo duriilg the contiauance of such willdi g-up? - t o cnll Ccneral Meet~ n g . SLI~II~IIO!I (Ir:li.r.iil T!,'",coti1jgs of CornTja~iv for 131~ 11 q,o:;e
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ACT No. X OF 1866.'
Resolution, or for any other purposes thcy think fit.. In the event of the winding- up continuing for more than one year, the ~ i ~ u i d a t h s shall summon `n` General xeetidg of the Company at the end of the first year and of each succeetl: .ng year from the commencement of the winding-up, or as soon thereafter as may be convenient, and shall lay before such' meeting an account showing their acts and dealings and the manner in which the ninding-up has been conducted during the preceding year.
156.[If ][any vacancy occurs in the office of Liquidators appointed by the ] - Power to `fill` up vaCompany, by death, resignation or otherwise, the Company cancy in offlce of Liquidators. inkGeneral Meeting may, subject to any arrangement they may have entered into with their creditors, fill up such vacancy, and a General Meeting for the purpose of filling up such vacancy may be convened by the continuing Liquidators, if any, or by any contributory of the Compauy , and shall be deemed' to have been duly held if held in manner prescribed by the regulations of the Company, or in such other manner as may, on application by the continuing Liquidator, if any, or by any contributory of the Company, be deterrCrined by the Court.
`157.`[If ][from any cause whatever there ia ][no ][Liquidator acting in the ] Power of Court to case of a voluntary winding-up, the Court mby, on the appliappoint Liquidators. cation of a contributory, appoint a Liquidator or Liquidators. The Court may also, on due cause shown, remove any Liquidator, and appoint another Liquidator to act in the matter of a voluntary winding-up.
158. As soon as the affairs of the Company are fully wound up, - - the' Liquidators shall make up an account showing the manner in Liquidators on con- clusion of winding-up whic11 such winding-up has been conducted and the proto make up an account. perty of the Company disposed of; and thereupon they shall call a General Meeting of the Company forv the purpose of having the account laid before them, and hearing any explanation that may be given by the Liquidators. The meeting shall be called by advertisement, specifying the time, place and object of such meeting, and such advertisement shall be published one ~nopth at least previously to the meeting, in the manner specified in Sect;jon 1448.
Source: India Code