Section 166. Where ally order is maclc by the C o u ~ t for a winding-up subject to tlfe supervision of the Court

166. Where ally order is maclc by the C o u ~ t for a winding-up subject to tlfe supervision of the Court, the Court maj7, i11 such ',yder Power to Court to appoint add~tional Lior in any subsequent order, ilppoint any adclitional Liquidator quidators in minding- up sublect to supervim[or Liquiclators. ][' ][Any Liqui~lat~ors ] sn appointed by the Court aion. shall have the san~e powers, be subject to the same obligations, and in hll respects stand in the same position as if they had been appointed by the Company. The Court nlay from time to time remove any Liquidators so ap-pointed by the Court, aud fill up any vacancy occasioned by such remooal, or by death or resignation. 167.[Where ][an ][order is made for a winding-up sul>ject to the supervision of ] the Court, the Liyidators appointed to conduct such windingEffect of order of Court for winding-up up rnav,'subject to any restrictions imposed by the Court, exersubject to supervision. cise all their powers, without t,he sanct,ion or intervention of the Court, in the same manner as if the Company were being woiind up altogether voruntarily. Save as aforesaid, any order made by the Court for a. ~ v i u d l n ~ - u ~ subject to the supervision of the Court, shall for a11 purposes, including the staying of suits and other proceedings, be cleen~ed to be an crder of the Court for winc\ingup tlie Company by the Court, and shall confel* full authority o n the Court to make calls, or ro enforce calls made by the Li~~uidwtors, and to exercise all other powers v;liich it :night h've exercised il a11 01 der 11:ld been made for wiuding-up the Coinpany altogether by the Court. 111 the construction of the provisions whereby the Court is ei~~powercd to clirect any act or thing to be done to or i11 favour of the Oficial Llquiclatars, the expression Official Liquiclators shall be deelnecl to mean the Liqv.Cdatn1.s ooiid~icting the winding-up subject to the supervision . of the C o u ~ t . ' order ACT N6. X OF 1SGB. order or in any subsequent order, appoint tlie voluntary Liquidators or any of them, either provisionally or pormuuently, and eilller with or without the addition 9f auy other persvrls to be Official Liquidators. 169.[Where any Company is being ][~ V O U U ~ ] up by the Court or subject to the supervision of the Court, all dispositions of the property, Dispositions after the commencsnie~~t of the effects and things in action of the Cornj~any, and every transfer winding-up avoided. of shares or alterCltion iu the status of the members of the Company, made between the commencel~ient of the winding-up and the order for winding-up! shall, unless the Court otherwise orders, be void. 170. Where any Corn~~any is being woulid up, all books, accounts and docuThe boolrs of the nients of the Cornpsny and of the Licluidators shall, as between pany to be evidencel;lw contributorics of the Compaily, Le p~imcl facie evidence* of the truth of all matters purporting to be therein recorded. 171. Wilere ally Cotlipany lias been wound up under this Act and is about AS to disposal of to be dissoivecl, the books, accounts and documents of the books, accounts and documents of the cornCompany and of the Liquidators may be disposed of in tlie folpany. lowing way; that is to SiLy, where the Company has been wound up by or snl~jec t o the supervision of the Court, in such way as tlie Court directs, and where the Company has been wound up voluntarily, in sucli way as the Company by an Exti-aordinary Sesolution directs. But after the lapse ?f five years from the date of sucli dissolution, no responsibility shall rest on the Conlpaiiy or tlie Liquidators, or any one to d o : s tl:o cnstody of sucil books, accounts and documents has been cotnmitted, by reason that the same or any of them cannot Jle made fortlicoming to any party or parties claiming to be iiiterested therein. 172. Where an order has been made for winding-up a Conipaily by the Court or subject to the su~servision of tlie Court, the Court Inspection of books. i) may make such order for the inspection by the creditors and contributories of the Compaay of its books and papers as tlie Court thinks just, and any books and papers in tho possessioii of the Coni11any nlay be inslsectecl by creditors or contributories in confolmity with tlie order of the Court, but not further or otl~ermisc. 173. The 1,iqnidators may, n~iili the sauctioli of the Court, where the ComGen~ral schellle of lipaily is being woui~d 111) b~ the Collrt or subect to the snporquidutio1l lllnYi~esauc- \lision of tho (l.(u~rt; and wit11 1111: a n l ~ c t i o ~ ~ of' 111 1~:r.tiniii~din.i~~ *;n,,r ,l I<c\c~!iitio~~ of tlic Com1);tny wllore tllc 6:olnpn11y is ljcinp t 3 I T 0 Ll1-J (1 of' 111 1~:r.tiniii~din.i~~ 3 ACT No. X OF 1866. wound up altogether voluntariljr, pay any classes of creditors in full, or make such compromise or otlier arrangement as the Liquidators may deem .jp_;:;.ec?;lent with creditors oy persons claiming to be creditors, or persons having or alleging themselves to have any claim, present or fnture, whereby the Company may be rendered liable. 174. The Liquidators may, wit11 the sanction of the Court where the ComPower `tp` compropany is being wound up by the Court or subject to the snpermlse. vision of the Court, and with the sanction of an Extraordinary Resolution of the Company where the Company is being wound up altogether voluntarily, compromise all calls and liabilities to calls, debts and liabilities capable of resulting in debts, and all claims, whether present or future, subsisting or supposed to subsist, hetween the Company and ally contributory or alleged contaibutory, or other debtor or person apprehending liability to the Company, and all questions in any way relating to or affecting the assets of the Company op the minding-up of the Company, generally upon such terms as may be agreed upon, with power for the Liquidators to take any security for the discharge of such debts or liabilities, and to give complete discharges in respect of all or any such calls, debts or liabilities. 175. Where any Company is proposed to be or is in the course of being Power for Lipda- wound up altogether voluntarily, and the whole or a portion tors to accept s area, kc., as a consideration of its business or property is proposed to be transferred or['. ] for sale of property of Onmpany. sold to another Company, the Liquidators of the first mentioned Company may, with the sanction of a Speoial Eesolution of the Company by rvhorn they were appointed, conferring either a general authority on the Liquidators, or an anthority ill respect of any particular arrangement, receive in compensation or part compensation for sucli transfer or sale, shares, debentures, policies or other like ii~terests in such other Compnny, for the purpose of distribution amongst the member,;: of the Company being moilnd up, or may enter, into any otlier arraugement 1%-hereby the inembers of the Company being wound up may, ill lieu of receiving cash, shares, debentures, policies or other like interests, or in addition t l l ~ r e t o ~ participate in tlre pr(;fits of or receive auy other bencfit fro111 the l ~ ~ ~ l ~ c l ~ a s i n g C:! rnpang ; and any sale made or arrangenlellt enteret\ into 1,he Lic1lii<Iators ir, plwsiuancn of this Section shall be binding on the mcmbers of thc Company I~ciug n.oun(1 up ; snl~jcct t,o this proviso tlrat, if any ~ncnibcr cjf tlrc !.'ompauy 1)c.i11g rrrouncl 1113, ~ 1 1 0 lras not voted in fnvoul- of the ;iizc.:..l `i:.` ..riic.!ioo p n ~ - - ~ ~ ~ r l hit \ii. i:omp;rny of \~~!licl h c is a ~ilembcr a t uithor of , * t]lc ~no~:ti~rg,s llclcl `fur` Irz~--';:?/': f.l~c sr,!np, i xpresscq 111s ciisscllt fro111 `.%il;,"` ;-I;; i: . ;':'!:I!!! k:tl ; ~ i , i ? j o l ~ ACT No. X OF 1866. Jtesolution in writing addressed to the Liquidators pr one of them, and left at the registcrcd Office of the Company not later than seven days after the date of the meeting at which such Special Resolution was passed, such dissentient membep may require thc Liquidators to do one of the following things as the Liquidators may prefer; that is to say, either to abstain from carrying such Resolutioil into effect, or to purchase the interest held by such dissentient member at a price to be determined in manner hereinafter mentioned, sllch purchase money to be paid before the Company is dissolred, and to be raised by the Liquidators in such manner as may be determined by Special Resolution. No Special Resolution shall be deemed invalid for the purposes of this Sectioil by reason that it is passed antecedently to or co~lcurrently with any Resolution for winding-up the Company, or for appointing Liquidators ; but if an order be made mithin a year for mindingup the Company by or subject to the supervision of the Court, such Resolution shall not bo of any validity unless it is sanctioned by the Court. `176.` The price to be paid for the purchase of the interest of any Mode of determin. dissentient member may be determined by agreement. If ing price. the parties dispute about the same, such dispute shall be settled by arbitration under the provisions next hereinafter contained. `177.` - When any dispute so directed to be settled by arbitration shall - Appointment of Arbihave arisen, then, unless boil1 parties shall concur in the trator when questions are to be determined appointment of a single Arbitrator, each party, on the reby arbitration. quest of the other party, shall by writing uncler his hand. nominate and appoint all Arbitrator to ~vliorn such dispute shall 1312 referred. After any such apl~ointment shall have becn made, neithe~ party shall have pomcr to revolre the same without tl~e consent of the other, nor shall the cleath of either party operate as such revocation. If for the space of fourteen clays after any such dispute shall have arisen, and after `LZ.` yequest in writing sha-11 have beell served by the one party on tlie other party to alq~oint an Arbitrator, such last mentioned party fail to appoint sucll Arbitrato~, then upon such failure the party making the request, and llaviilg hilllsell appointed an ~rbitrat&*, ma~y appoint such Arbitrator to act on behalf of both parties, and such Arbitrato~ may proceed to hear 'and cleteriziine the matters which shall be in clispute; and in such case the award or determiaatioa of such single Arbi.tratoy shall be $iia.j. ma~y I j a .) ,ACT No. X OF 1866. whom such Arbitrator was appointed may nominate and appoint in writing some olhw person to aci in his pboo ; and if for the space of sewn days aftcr notice in writing from the other party foY that purpose he fail to do so, the remaining or other Arbitrator may proceed ex pwte; and every Arbitrator so substituted as aforesaid shall have the same powers and authorities as were vested in the former Arbitrator at the time of such his death, refusal or disability as aforesaid. \ `179.` Where more than one Arbitrator shall have been appointed, such `AY-` Appointment of UIU-[bitrators shall, before they enter upon the matters referred to ] pire. them, nominate and appoint by writing under their Lands an Umpire to decide on any such matters on which they shall differ. If such Umpire shall die, or refuse or for seven days neglect to act, they shall fo~thwith, after such death, refusal or neglect, appoint anolller Urn1~iz.e in his place ; and the decision of every such Umpire on the matters so referred to him shall be final. `180.` The said Arbitrators or their Umpirc may call for the prod~~ctjon of any documents in the possession or power of either party Power of Arbitrators to call for books, kc, which they or he may think necessary for determining the question in dispute, and may examine the parties or their witnesses on oath, and administer the oaths necessary for that purpose. `181.` The costs of and attending every such a~bitration to be determined costs to be in the by the Arbitrators shall be in the discretion of the Arbitradiscretion of the Arbitrators. tors or their Ul1113ires, as the case may be. `182.` On the application of either of the parties the sul~luissio-il to ally Submission arbisuch arbitration may be filed it1 the Court, and an order of tration may be filed ia Court. reference may be made thereon ; and the 13~ovisions of the Code of Civil Procedure shall, so far as thc same are applicable, apply to every such osder and to a11 proceedings thereunder. `183.`[Where any Company ][is ][being wound up by the Court or subject ] to the supervision of the Court, ally attachnzgnt, distress or Certain attachments, distresses and ex- execiltioii put in force against the estate or erects of the Cornecutioas to be roid. pany afte~ the coi~zlveilcelverlt of the ~~lincling-up sl~all be void. $84,[I31rc1:y couveyance, t~zortgagc, delivery ][or ][goods, payment, esecution ][. ] l?raudulent pl'efer01. ot,hcl. act 1-eiating to p~operty, wi~ioii. xvcjiild, if m u d c iji. 6o;;::i CUCC. by o~ &gaiust ally indi\~idual tracler, hc ilccmcd in tho event I i i i i ,B ; I Gf I \ : -. `1 1 1 0` ACT No. X OF '1866. of his insolvency to have been made or done by may of undue or frai~dulentpreference of the creditors of suoh trader, shall, if rnadc or dons by or against any Company, be deemed, in the event of such Company being wound up under this Act, to have been made or done by way of undue or fraudulent prefci~ence of the creditors of such Company, and shall be invalid accordingly. For the purposes of this Section, the making of an application for winding-up a Company shall, in the case of a Company bein,; mound up by the Court or subject to the supervision of tlze Court, and a Resolution for winding-up the Company shall, in the case of a voluntary winding-up, be deemed to correspond with the act of insolvency in the case of ,zn individua,l trader ; and :dny conveyance or assignment made by any Company formed under this Act, of all its estate and effects to trioustees for the benefit of all its creditors, shall be void. `185.` Where in the course of the winding-up of any Company under this Power of Court to[Act, it appears that any past or present Director, Manager, ] assess damagcs against delinauent Directors Official or other Liquidator, or any Officer of auc.h Company, and officers. haa niisapplied or retained.in his own hands or become liable or accountable for any monies of the Company, or been guilty of any misfeasance or breach of trust in relation to the Company, the Court may, on the application of any Liquidator, or of any creditor or contributory of the Company, notwithstanding that the offence is one for which the offender is criminally responsible, examine into the conduct of such Director, Mauager or other Officer, and compel him to repay any yonies so misapplied or retained, or for which he has become liable or accountable, together with interest after snch rate as the Court thinks just, or to contribute such sums of money to the assets of the Company by way of compensation in respect of such misapp cation, retainer, illisfeasance or breach of trust, as the Court thinks just. 186. If any Director, office^ or c~nt~ibutory of any Company mound up penalty under this Act, destroys, mutilates, alters, falsifies or fraudution of books. . lently secretes any books, papers, writings or securities, or maker; or is privy to the making of any false or fraudulent entry in ally Register, book of account or other document belonging to the Company with intent to defraud or deceive any person,:every person so offencling shall be punishecl with imprisollment of either clescription as defined in tllc Indian Penal Code, for a term which may esteild to two years, and shall also be liable to file wllich lazy extend to fire Ilu~~tlred Yupecs. t 8'7, T'\rli~!l~* ACT No. X `OF 1866.` 187. ,lVhero any order is made for minding-up a Company by the Court Prosecution of dc. or subject t;o tho supervision of the Court, if it appear in the linquent Directors in the case of winding-up course of such winding-up that any past or present Direolor,. by Court. Manager, Officer or member of such Company has been guilty of any offence in relation to the Company for which he is criminally responsible, the Court may, on the application of any person interested in such minding. up or of its own motion, direct tho Official Liquidators, or the Liquidators (as the case may be), to institute a prosecution for such offence, and may order the costs and expenses of such prosecution to be paid out of the assets of the Company. `188.` If any person, upon any examination upon oath or affirmation author- `Penalty` 'of false[ized under this Act, ][or ][in any affidavit, deposition or solemn ] evidence. .'affirmation in or about the winding-up of any Company under this Act, or otherwise in or about, any matter arising under this Act, intentionally gives false evidence, he shall, upon conviction, be liable to imprisonment of either description as defined in the Indian Penal Code for a term which may extend to seven years and shall also be liable to fine. 189. The High Court may make sucli rules concerning the mode of pro. :Power of ~ i court ~ h[ceeding to ][be ][had for minding-up ][a ][Company in such Court ] to make and in the Courts subordinate thereto, as may from time to time seem necessary and as may be consistent wit11 tllc other l~rovisioiis of tllis Act a i d with. the Code of Civil Procedure. Eut until such rules are made, tlie general practice of the Court including the practice hitherto in use in winding-up Companies shall, so far as the same is applicable and not incollsistent with this `y,` apply to all proceedings for winding-up s Company. TART V.