Preliminary.
LVIII. Application of Part III of Act.—The provisions of this Act relating to the winding-up of
Companies shall apply to all Companies registered under this Act, and to all Companies registered
under Act XLIII of 1850 or duly constituted by law previously to the passing of this Act, from and
after the date at which they have obtained registration under this Act in manner hereinafter mentioned,
but not to any other Companies.
LIX. Meaning of the expression “the Court” as used in Part III of the Act.—The expression
“the Court,” as used in the Third Part of this Act, shall mean the principal Court having original Civil
jurisdiction in the place in which the registered Office of the Company is situate ; unless in the
regulations for the management of the Company it shall be stipulated that the said Company, if
wound-up shall be wound-up by the Supreme Court of Judicature for the Presidency in which the
registered Office of the Company is situate, or, if the registered Office is not situate within any
Presidency or in the Settlement of Prince of Wales’ Island, Singapore, and Malacca, that it shall be
wound-up by such Supreme Court as shall be stipulated by such regulations, in either of which cases
the word “Court” shall mean the Supreme Court of Judicature mentioned in such stipulation.
LX. Liability of present shareholders in respect of debts.—In the event of any Company being
wound-up by the Court or voluntarily, the existing shareholders shall be liable to contribute to the
assets of the Company to an amount sufficient to pay the debts and liabilities of the Company, and the
costs, charges, and expenses of winding-up the same, with this qualification, that, if the Company is
limited, no contribution shall be required from any shareholder exceeding the amount, if any, unpaid
on the shares held by him.
LXI. Liability of former shareholders in a Company other than a limited Company with
respect to debts.—In the event of any Company other than a limited Company being wound-up by
the Court, any person who has ceased to be a shareholder within the period of three years prior to the
commencement of the winding-up shall be liable to contribute, in respect of the shares held by him
within that period, towards payment of the debts and liabilities of the Company, and the costs,
charges, and expenses of winding-up the same, and shall have in all respects the same rights, and be
subject to the same liabilities to creditors in respect of such shares, as if he had not so ceased to be a
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shareholder, with this exception, that he shall not be liable in respect of any debt or liability of the
Company contracted after the time at which he ceased to be a shareholder.
LXII. Liability of former shareholders in a limited Company with respect to debts and
liabilities.—In the event of any limited Company being wound-up by the Court, any person who has
ceased to be a holder of any share or shares within the period of one year prior to the commencement
of the winding-up shall be liable in respect of such share or shares to contribute towards payment of
the debts and liabilities of the Company, and the costs, charges, and expenses of winding-up the same,
and shall have in all respects the same rights and be subject to the same liabilities to creditors in
respect of such share or shares as if he had not so ceased to be a shareholder.
LXIII. Commencement of winding-up of Company defined.—The winding-up shall, if the
Company is wound-up by the Court, be deemed to commence at the time of the presentation of such
petition as is hereinafter required to be presented to the Court; and, if the Company is wound-up
voluntarily, be deemed to commence at the time of the passing of the resolution authorizing such
winding-up.
LXIV. Definition of “contributory,” and legal character of his liability.—Any existing or
former shareholder, upon whom calls are authorized to be made by the Third Part of this Act, is
hereinafter called a “contributory”; and the representatives of any deceased contributory shall be
liable in a due course of administration to the same extent as such contributory would be liable under
this Act if alive.
LXV. Rights of contributories between themselves.—For the purpose of ascertaining the
liability of existing and former shareholders as between themselves, the following rule shall
be adopted in the absence of any express contract to the contrary; (that is to say)
(1.) In the case of a Company other than a limited Company, every transferree of shares shall,
in a degree proportioned to the shares transferred, indemnify the transferror against all existing
and future debts of the Company.
(2.) In the case of a limited Company, every transferre shall indemnify the transferrer against
all calls made or accrued due on the shares transferred subsequently to the transfer.
Winding-up by Court.
LXVI. Circumstances under which Company may be wound-up by Court.— A Company
may be wound-up by the Court under the following circumstances; (that is to say)
(1.) Whenever the Company in general meeting has passed a special resolution requiring
the Company to be wound-up by the Court;
(2.) Whenever the Company does not commence its business within a year from its
incorporation, or suspends its business for the,
space of a whole year;
(3.) Whenever the shareholders are reduced in number to less than seven;
(4.) Whenever the Company is unable to pay its debts;
(5.) Whenever three-fourths of the Capital of the Company have been lost or become unavailable.
LXVII. Company when deemed unable to pay its debts.—A Company shall be deemed
to be unable to pay its debts—
(1.) Whenever a creditor, to whom the Company is indebted in a sum exceeding Five
hundred Rupees then due, has served on the Company, by leaving or causing to be left at
their registered Office, a demand under his hand requiring the Company to pay the sum so
due, and the Company have, for the space of three weeks succeeding the service of such
demand, neglected to pay such sum, or to secure or compound for the same to the
satisfaction of the creditor;
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(2.) Whenever satisfaction of a judgment, decree, or order of any Court in favor of
any creditor in any suit or other legal proceeding cannot be obtained.
LXVIII. Application for winding-up to be by petition.—Any application for the
winding-up of a Company shall be by petition accompanied by a declaration signed by the
petitioner stating that he verily believes the same to be true: such petition may, in cases
where the Company is unable to pay its debts, be presented either by a creditor or a
contributory; but where any other ground is alleged for winding-up the Company, a
contributory alone is entitled to present the petition.
LXIX. Course to be pursued by Court on petition of a creditor.—Upon the hearing
of any petition presented by a creditor, the Court may dismiss such petition with or
without costs to be paid by the petitioner, or it may make an order directing the Company,
by a day to be named in the order, to pay or secure payment to the creditor of all monies
that may be proved due to him, together with such costs as the Court may direct ; or the
Court may, if it so thinks fit, on the hearing of such petition, make an order or decree for
winding-up the Company in the first instance, or such other order as it deems just.
LXX. Order for winding-up Company on creditor’s petition.—If, at the expiration
of the time named in such order, such payment is not made, or security given, the Court
may thereupon make an order or decree for winding-up the Company.
LXXI. Course to be pursued by Court on petition of contributory.—Upon the
hearing of a petition presented by a contributory, the Court may dismiss such petition
with or without costs to be paid by the petitioner, or it may make an order or decree
directing the Company to be wound-up or such other order or decree as it deems just.
LXXII. Effect of the order for winding-up Company.—After the date of such order
or decree for winding-up the Company, all suits and actions against the Company shall, if
the Court so orders, be stayed: no Director or other Officer of the Company shall, without
the sanction of the Court, dispose of any of the property, effects, or things in action of the
Company; and no transfer of any shares shall be valid without the sanction of the Court: a
copy of such order or decree shall forthwith be reported by the Company to the Registrar
of Joint-Stock Companies, who shall make a minute thereof in his books relating to the
Company.
LXXIII. Collection and application of assets.—As soon as may be after making an
order or decree for winding-up the Company, the Court shall cause the assets of the
Company to be collected, and applied in discharge of its liabilities, in a due course of
administration.
LXXIV. Fraudulent preference.—Any conveyance, mortgage, delivery of goods,
payment, or other act relating to property, if made, done, or suffered voluntarily by any
Company registered under this Act whilst in insolvent circumstance, with a view to give
any undue or fraudulent preference to any creditor of such Company, shall be void if
made, done, or suffered within three months before the commencement of the winding-up
of such Company.
LXXV. Power of Court to summon persons suspected of having property of
Company.— After an order or decree for winding-up the Company has been made, any person
known or suspected to have in his possession any of the estate or effects of the Company, or supposed
to be indebted to the Company, and any person whom the Court may deem capable of giving
information concerning the trade; dealings, estate, or effects of the Company, may be
compelled to give evidence, and to produce any books, papers, deeds, writings, or other documents in his custody or power which may appear to the Court requisite to the full disclosure
of any of the matters which the Court thinks necessary to be enquired into for the purpose of
winding-up the Company, in the same manner as a witness may be compelled to give
evidence and to produce documents in any action or suit depending in such Court.
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LXXVI. Penalty on falsification of books.—If any Director, Officer, or Contributory of
any Company registered under this Act destroys, mutilates, alters, or falsifies any books,
papers, writings, or securities, or makes or is privy to the making of any false or fraudulent entry
in any registry, book of account, or other document belonging to the Company, with intent to
defraud the creditors or contributories of such Company or any of them or any other person,
every person so offending shall, upon conviction, be liable to imprisonment, with or without
hard labor, for any term not exceeding two years.
LXXVII. Execution upon certain judgments within three months of petition to be
void—If, upon any judgment or decree voluntarily suffered by any Company being
insolvent to any person with intent to give such person a preference over other creditors of the
Company, any attachment, sequestration, or execution is issued against such Company, by virtue
whereof the estate and effects of the Company, or any of them, are attached, sequestrated, or
taken in execution, at any time within three months next before the filing or presentation of the
petition for winding-up the Company, such attachment, sequestration, or taking in execution
shall be void in favor of the Liquidators of the Company, as against the attaching, sequestrating,
or execution creditor, whether the same has been completely executed or not, except that such
creditor shall, if the attachment, sequestration, or execution would have been valid but for this
provision, be entitled to retain, out of any money already realized, his costs of suit, and of the
attachment, sequestration, or execution, or to proceed with the attachment, sequestration, or
execution for the purpose of realizing such costs ; but on satisfaction of such costs, or on tender
of the amount thereof by the Liquidators to the creditor, it shall be lawful for the Liquidators to
recover from such creditor the property so attached, sequestrated, and taken in execution, and
the proceeds of such property, or the residue thereof, as the case may be.
LXXVIII. Books of Company to be evidence.—All books, accounts, and documents,
of the Company, and of the Liquidators hereinafter mentioned, shall, as between the
contributories of the Company, be prima facie evidence of the truth of all matters therein contained,
and purporting to be therein recorded.
LXXIX. Power of Court to make calls.—The Court may, at any time after making an order or
decree for winding-up a Company, and either before or after it has ascertained the sufficiency of the
assets of the Company, or the debts in respect of which the several classes of contributories are liable,
make calls on all or any of the contributories, to the extent of their liability, for payment of all or any
sums it deems necessary to satisfy the debts and liabilities of the Company and the costs of winding it
up; and it may, in making a call, take into consideration the probability that some contributors upon
whom the same is made may partly or wholly fail to pay their respective portions of the same; and
every such call shall be deemed to debt due to the Company.
LXXX. Recovery of calls.—Upon such calls being made, the Official Liquidator or Liquidators shall
proceed immediately to collect the same, and shall monthly or oftener report to the said Court the
names of defaulters, together with the amounts remaining unpaid of the calls made upon them
respectively, and thereupon the said Court shall order the payment of such calls or any of them
within such time or times and upon such notice or demand by advertisements or otherwise as the
said Court may think fit; and in case any contributory, whether subject to the ordinary Civil jurisdiction of the Court or not, shall neglect to pay any part of the call within the time fixed by the
Court for the payment thereof, and shall not within such time show to the Court sufficient cause
for the non-payment thereof, the said Court may make an order upon such contributory for the
payment of the amount due upon the call, and such order shall have the force and effect of a
decree or judgment of the Court and may be executed accordingly; and all the provisions of Acts
XXXIII of 1852 and XXXIV of 1855 shall apply to the execution thereof.
LXXXI. Calls may be made upon former shareholders in respect of shares.—The Court
may at any time make calls upon any former holder of a share who is liable under Section LXI or
LXII of this Act in respect of such share as well as upon the existing holder of that share; but any
payment made or obtained from any contributory in respect of a share shall operate for the benefit of
every other contributory in respect of such share.
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•
LXXXII. Payment of money into Court.—All monies received under the direction of the Court
on account of the sale or conversion of any of the assets of any Company, or in respect of calls made
on any contributories, or of any other matter, with the exception of such balance (if any) as the
Official Liquidators may, with the sanction of the Court, retain in their hands for the payment of
current expenses, shall be paid into Court or deposited in such manner as the Court may direct ; and
no money standing to such account shall be paid out except upon cheques signed in such manner as
the Court directs.
LXXXIII. Power of Court to grant injunction.—The Court may, at any time after the
presentation of petition for winding-up a Company, and either before or after making an order for
winding-up the same, upon the application of any creditor or contributory of such Company, restrain
further proceedings in any action or suit against the Company, or appoint a receiver of the estate and
effects of the Company ; it may also, by notice or advertisement, require all creditors to present and
prove their claims within a certain time, or be precluded from the benefit of any distribution which
may be made before such claim is proved.
LXXXIV. Power of Court to stay proceedings.—The Court may, at any time after an order
has been made for winding-up a Company, upon the application of any creditor or contributory
of the Company, and upon proof to the satisfaction of the Court that all proceedings in relation to
such winding-up ought to be stayed, make an order staying the same, either altogether or for a
limited time, on such terms and subject to such conditions as it deems fit.
LXXXV. Power of Court to adjust rights of contributories.—As soon as the creditors are
satisfied, the Court shall proceed to adjust the rights of the contributories amongst themselves, and to
distribute any surplus that may remain amongst the parties entitled thereto ; and for the purposes of
such adjustment if may make calls on purposes of such adjustment it may make calls on the
contributories to the extent of their liability for payment of such sums as it deems necessary ; and it
may, in making a 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.
Nothing in this Section shall preclude any former shareholder entitled to indemnity under Section
LXV of this Act from enforcing such indemnity by due course of law.
LXXXVI. Power of Court to order costs.—The Court may make such order as to the priority
and payment out of the estate of the Company of the costs, charges, and expenses incurred in
winding-up any Company as it thinks just.
Official Liquidators.
LXXXVII. Appointment of Official Liquidators.—For the purpose of conducting the
proceedings in winding-up a Company, and assisting the Court therein, there shall be appointed a
person or persons to be called an Official Liquidator or Official Liquidators; and such appointment
shall be made as follows; (that is to say)
The Court having jurisdiction may, after requiring due security, appoint such persons or person,
either provisionally or otherwise, as it think fit, to the office of Official Liquidators ; it may from time
to time remove any person or persons so appointed, and fill up any vacancy occasioned by such
removal or by the death or resignation of any such appointee or appointees; if one person only is
appointed, he shall have all the powers hereby given to several Liquidators; if more persons than one
are appointed, the Court shall declare whether any act hereby required; or authorized to be done by
the Official Liquidators may be done by all or any one or more of such persons:
In cases where the winding-up takes place at the suit of a creditor, it shall be lawful for the major
part in value of the creditors assembled at a meeting to be held for the purpose, and, in cases where
the winding-up takes place at the suit of contributory, for the major part in value of the contributories
assembled at a meeting to be held for the purpose, to appoint an Official Liquidator to act
concurrently with the Official Liquidator so named by the Court. Every such meeting shall be held at
a time and place to be fixed by the Court and of which meeting such notice shall be given as the Court
may direct.
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LXXXVIII. Style and duties of Official Liquidators.—The Official Liquidators or Liquidator
shall be described by the style of the Official Liquidators or Official Liquidator of the particular
Company in respect of which they or he are or is appointed, and not by their or his individual names
or name they or he shall take into their or his custody all the property, effects, and things in action of
the Company, and shall perform such duties in reference to the winding-up of the Company as may be
imposed by the Court.
LXXXIX. Powers of Official Liquidators.—The Official Liquidators shall have power, with the
sanction of the Court, to do the following things:—
To bring or defend any action, suit, or prosecution, or other legal proceeding, Civil or Criminal, in
the name and on behalf of the Company; and in such name to claim, prove, and draw dividends under
any bankruptcy, insolvency, or sequestration:
To carry on the business of the Company, so far as may be necessary for the beneficial winding-up
of the same:
To sell the property (moveable or immoveable), effects, and things in action of the Company by
public auction or private contract, with power, if they think fit, to transfer the whole thereof to any
person or Company, or to sell the same in parcels:
To execute, in the name and on behalf of the Company, all deeds, receipts, and other documents
they may think necessary; and for that purpose to use, when necessary, the Company’s seal :
To refer disputes to arbitration, and compromise any debts or claims:
To draw, accept, make, and endorse any Bill of Exchange or Promissory Note, and also to raise
upon the security of the assets of the Company from time to time any requisite sum or sums of money;
and the drawing, accepting, making, or endorsing of every such Bill of Exchange 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 such Company in
the course of carrying on the business thereof:
To do and execute all such other things as may be necessary for winding-up the affairs of the
Company and distributing its assets.
XC. Remuneration of Official Liquidators.—There shall be paid to the Official Liquidators such
salary or remuneration, by way of percentage or otherwise, as the Court directs.
XCI. Dissolution of Company.—When the affairs of the Company have been completely woundup, the Court shall make an order or decree declaring the Company to be dissolved from the date of
such order or decree; and the Company shall be dissolved accordingly.
XCII. Registrar to make minute of dissolution of Company.—Any order or decree so made
shall be reported by the Official Liquidators to the Registrar of Joint-Stock Companies, who shall
make a Minute accordingly in his books of the dissolution of such Company.
Voluntary Winding-up of Company.
XCIII. Circumstances under which Company may be wound-up voluntarily.— A Company
may be wound-up voluntarily, whenever the Company in general meeting has passed a special
resolution to that effect. In such case the Company shall from the date of the commencement of such
winding-up, cease to carry on its business, except in so far as may be required for the beneficial
winding-up thereof; but its corporate state and all its corporate powers shall, notwithstanding any
provision to the contrary in its Articles of Association, continue until the affairs of the Company are
wound-up.
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XCIV. Notice of resolution to wind-up voluntarily.—Notice of any special resolution to windup a Company voluntarily shall be given as respects Companies registered in any Presidency in the
Official Gazette of the Presidency, and also in some newspaper (if any) circulating in the place where
the registered Office of the Company is situate ; and, as respects a Company registered in any other
part of the said Territories, in some newspaper circulating in that part of the said Territories, and also
in some newspaper circulating in the part of the said Territories in which the registered Office is
situate.
XCV. Consequences of voluntary wind-up.— The following consequences shall ensue upon the
voluntary winding-up of a Company:—
(1.) The Property of the Company shall be applied in satisfaction of its liabilities, and, subject
thereto, shall, unless it be otherwise provided by the Articles of Association, be distributed
amongst the shareholders in proportion to their share:
(2.) Liquidators shall be appointed for the purpose of winding-up the affairs of the Company
and distributing the property:
(3.) The Company in general meeting may appoint such person or persons as it thinks fit to be a
Liquidator or Liquidators, and may fix the remuneration be paid to them:
(4.) If one person only is appointed, all the provisions herein contained in reference to several
Liquidators shall apply to him:
(5.) When several Liquidators are appointed, every power hereby given may be exercised by
any two of them:
(6.) 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 assets of the Company, or the
debts and liabilities in respect of which the contributories are liable, call on all or any of the
contributories to the extent of their liability to pay all or any sums they deem necessary to satisfy
the debts and liabilities of the Company and the costs of winding it up; and they may, in making a
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:
(7.) The Liquidators shall have all powers hereinbefore vested in Official Liquidators, and may
exercise the same without the intervention of the Court:
(8.) All books, papers, and documents in the hands of the Liquidators shall at all reasonable
times be open to the inspection of the shareholders:
(9.) When the creditors are satisfied, the Liquidators shall proceed to adjust the rights of the
contributories amongst themselves; and for the purposes of such adjustment they may make calls
on all the contributories to the extent of their liability for any sums they may deem necessary; and
they may, in making a 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:
(10.) As soon as the affairs of the Company are fully wound-up, the Liquidators shall make up
an account showing the manner in which such winding-up has been conducted, and the property,
of the Company disposed of; and such account, with the vouchers thereof, shall be laid before such
person or persons as may be appointed by the Company to inspect the same; and upon such
inspection being concluded the Liquidators shall proceed to call a general meeting of the
shareholders for the purpose of considering such account; but no such meeting shall be deemed to
be duly held unless two months’ previous notice, specifying the time, places, and object of such
meeting, has been published in the manner specified in Section XCIV of this Act:
(11.) Such general meeting shall not enter upon any business except the consideration of the
account; but the meeting may proceed to the consideration thereof, notwithstanding the quorum
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required by any regulation of the Company to be present at general meetings is not present thereat;
and if, on consideration, the meeting is of opinion that the affairs of the Company have been fairly
wound-up, they shall pass a resolution to that effect, and thereupon the Liquidators shall publish a
notice of such resolution in the manner specified in Section XCIV of this Act, and shall also make
a return to the Registrar of Joint-Stock Companies of such resolution ; and on the expiration of one
month from the date of the registration of such return, the Company shall be deemed to be
dissolved :
(12.) If, within one year after the passing of a resolution for winding-up the affairs of the
Company, such affairs are not wound-up, the Liquidators shall immediately thereafter make up an
account showing the state of the affairs and the progress which has been made in winding-up down
to that date, and they shall add thereto a report stating the reason why the winding-up has not been
completed ; and a general meeting shall be called to consider the same, and so on from year to year
until the winding-up of the affairs of the Company is completed.
All costs, charges, and expenses properly incurred in the voluntary winding-up of a Company,
including the remuneration of the Liquidators, shall be payable out of the assets of the Company in
priority to all other claims.
XCVI. Saving of rights of creditors.— The voluntary winding-up a Company shall not prejudice
the right of any creditor of such Company institute proceedings for the purpose of having the same
wound-up by the Court.