PART V
WINDING UP

Preliminary

234. Mode of winding up.--(1) The winding up of a company may be either.

(i) by the Court; or
(ii) voluntary; or
(iii) subject to the supervision of the Court.

(2) The provisions of this Act with respect to winding up shall apply, to the winding up of a company in any of these modes, unless any thing contrary appears.  

Contributories

235. Liability as Contributories of present and past members.-- (1) In the event of a company being would up every present and past members shall, subject to the provisions of this section, be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities and the coasts, charges and expenses of the winding up, and for the adjustment of the rights of the Contributories among themselves, with the qualifications following, that is to say:--

(i) a past member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the commencement of the winding up;

(ii) a past member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;

(iii) a past member shall not be liable to contribute unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act;

(iv) in the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect to which he is liable as a present or past member;

(v) in case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up;

(vi) nothing in this Act shall invalidate any provision contained in any policy of insurance or other contract where by the liability of individual members on the policy or contract is restricted or whereby the funds of the company are alone made liable in respect of the policy or contract;

(vii) a sum due to any member of a company in his character of a member, by way of dividends, profits or otherwise, shall not be deemed to be a debt of the company payable to that member in a case of competition between himself and any other creditor who is not a member of the company.

(2) In the winding up of a company limited by guarantee which has a share capital, every member thereof shall be liable to pay the following amounts namely:--

(a) the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up; and

(b) an amount to the extent of any sums unpaid on any shares held by him.

236. Liability of directors whose liability is unlimited.-- In the winding up of a limited company, any director whether past or present, whose liability is, in pursuance of this Act, unlimited, shall, in addition to his own libility(if any) to contribute as an ordinary member, be liable to make a further contribution, as if he were at the commencement of the winding up a member of an unlimited company;

Provided that--

(i) a past director shall not be liable to make such further contribution if he has ceased to hold office for a year or upwards before the commencement of the winding up;

(ii) a past director shall not be liable to make such further contribution in respect of any debt or liability of the company contracted after he ceased to hold office;

(iii) subject to the articles, a director shall not be liable to make such further contribution unless the Court deems it necessary to require contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expense of the winding up.

237. Meaning of "contributory".-- The term "contributory" means every person liable to contribute to the assets of a company in the event of its being would up, and, in all proceedings for determining and in all proceedings prior to the final determination of the persons who are to be deemed contributries, includes any person alleged to be a contributory.

238. Nature of liability of contributory.-- (1) The liability of the contributory shall create a debt payable at the time specified in the calls made on him by the liquidator.

(2) No claim founded on the liability of a contributory shall be congizable by any Court of Small Causes,

239. Contributories in case of death of member.--(1) If a contributory dies either before or after the has been placed on the list of Contributories, his, legal representatives and his heirs shall be liable in the due course, of admini--ministration to contribute to the assets of the company in discharge of his liability and shall be Contributories accordingly.

(2) If the legal representatives or heirs make default in paying any money ordered to be paid by them, proceedings may be taken for administering the property of the deceased contributory, whether movable or immovable, or both, and for compelling payment there out of the money due.

(3) For the purpose of this section, the surviving coparceners of a contributory who is a member of a Hindu Joint Family governed by the Mitakshara School of Hindu Law shall be deemed to be his legal representatives and heirs.

240. Contributories in case of insolvency of member.-- If a contributory is adjudged insolvent either before or after he has been placed on the list of contributors, then--

(a) his assignese shall represent him for all the purposes of the winding up, and shall be contributories accordingly, and may be called on to admit to prove against the estate of the insolvent, or otherwise to allow to be paid out of his assets in due course of law, any money due from the insolvent in respect of his liability to contribute to the assets of the company; and

(b) there may be proved against the estate of the insolvent the estimated value of his liability to future calls as well as already made.

Winding up by Court

241. Circumstances in which company may be wound up by Court.-- A company may be wound up by the Court; if-- 

(i) if the company has by special resolution resolved that the company be wound up by the Court; or

(ii) if default is made in filing the statutory report or in holding the statutory meeting; or;

(iii) if the company does not commence its business within a year from its incorporation, or suspends its business for a whole year; or

(iv) if the number of members is reduced, in the case of a private company below two, or, in the case of any other company, below seven; or

(v) if the company is unable to pay its debts; or

(vi) if the Court is of opinion that it is just and equitable that the company should be wound up.

242. Company when deemed unable to pay its debts.--(1) A company shall be deemed to be unable to pay its debts--

(i) if a creditor, by assignment or otherwise, to whome the company is indebted for a sum exceeding five hundred take then due, has served on the company, by causing the same to be delivered by registered post or otherwise at its registered office, a demand under his hands requiring the company to pay the sum so due and the company has for three weeks thereafter neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of the creditor; or

(ii) if execution or other process issued on a decree or order of any court in favour of a creditor of the company is returned unsatisfied in whole or in part; or

(iii) if it is proved to the satisfaction of the Court that the company is unable to pay its debuts, the Court shall take into account the contingent and prospective liabilities of the company.

243. Winding up may be referred to District Court.-- Where the High Court Division makes as order for winding up of a company under this Act it may, if it thinks fit, direct all subsequent proceedings to be had in a District Court, and thereupon such District Court shall for the purpose of winding up the company, be deemed to be "the Court" within the meaning of this Act and shall have, fir the perposes of such winding up, all the jurisdiction and powers of the High Cour Division.

244. Transfer of winding up from one District Court to another.-- If during the progress of a winding up in a District Court it is made to appear to the High Court Division that the same may be more conveniently prosecuted in any other District Court, the High court Division may transfer the same to such other District Court, and there upon the winding up shall proceed in such other District Court, and at any state of such proceedings, that Division may with draw the proceedings from any of such District Courts and dispose it of.

245. Provisions as to applications for winding up.-- An application to the Court for the winding up of a company shall be by petition presented, subject to the provisions of this section, either by the company, or by any creditor or creditors, including any contingent or prospective creditor or creditors, contributory or contributors, or by all or any of those parties, together or separately or by the Registrar:

Provided that--

(a) a contributory shall not be entitled to present a petition for winding up a company, unless--

(i) either the number of members is reduced in the case of a private company, below two, or, in the case of any other company, below seven; or

(ii) the shares in respect of which he is a contributory or some of them either were originally allotted to him or have been held by him, and registered in his name for at least six months during the eighteen months before the commencement of the winding up, or have devolved on him through the death of a former holder;

(i) except on the ground from the financial condition of the company as disclosed in its balance sheet or from the report of an inspector appointed under section 195 or, in a case falling within section 204, it appears that the company is unable to pay its debts; and

(ii) unless the previous sanction of the Government has been obtained to the presentation of the petition:

(c) a petition for winding up of a company on the ground of default in filing the statutory report or in holding the statutory meeting shall not be presented by any person except by a shareholder, nor before the expiration of fourteen days after the last day on which the meeting ought to have been held;

(d) the Court shall not give a hearing to a petition for winding up of a company by a contingent or prospective credition until such security for costs has been given as the Court thinks resonable and until a prima fccie case for winding up has been established to the satisfaction of the Court.

246. Effect of winding up order.-- An order for winding up of a company shall operate in favour of all the creditors and of all the contributories of the company as if made on the join petition of a credition and of a contributory.

247. Commencement of winding up by Court.-- A winding up of a company by the Court shall be deemed to commence at the time of the presentation of the petition for the winding up.

248. Court may grant injunction.-- The Court may, at any time after the presentation of the petition for winding up of a company under this Act and before making an order for winding up the company, upon the application of the company or of any creditor or contributory of the company, restrain further proceedings in any suit or proceedings against the company and may also pass other similar order upon such terms as the Court thinks fit.

249. Powers of Court on hearing peititon.--(1) On hearing the petition, the Court may dismiss it with or without costs, or adjourn the hearing conditionally or unconditionally, or make any interim order or any other order which, it deems just, but the Court shall not refuse to make a winding up order on the ground only that the assets of the company have been mortgaged to an amount equial to, or in excees of, those assets or that the company has no assets.

(2) Where the petition is presented on the ground of default in filing the statutory report or in holding the statutory meeting the Court may order the costs to be paid by any persons who, in the opinion of the Court, are responsible for the default.

(3) Where the Court makes an order for the winding up of a company, it shall, except where a liquidator is appointed simultaneously, forthwith cause intimation thereof to be sent to the official receiver.

250. Suits stayed on winding up order.-- When a winding up order has been made or a provisional liquidator has been appointed, no suit or other legal proceedings shall be proceeded with or commenced against the company except by leave of the Court and subject to such terms as the Court may impose.

251. Vacancy in the office of liquidator.--(1) For the purposes of this Act, so far as it relaters to the winding up of companies by the Court, or, if there is no such official receiver, then such person as the Government may, by notification in the official Gazette, appoint for the purpose.

(2) On the making of a winding up order the official receiver shall become the official liquidator of the company and shall continue to act as such until his further continuance is terminated by an order of the Court.

(3) The official receiver shall, as the official liquidator, forthwith take into his custody and control all the books, documents and the assets of the company.

(4) The official receiver shall be entitled so such remuneration as the Court shall fix.

252. Copy of winding up order to be filed with the Registrar.--(1) On the making of a winding up order, it shall be the duty of the petitioner in the winding up proceedings and of the company to file with the Registrar a copy of the order within thirty days from the date of the making in the order.

(2) On the filing of a copy of a winding up order, the Registrar shall register a summary thereof in his books relating to the company, and shall notify in the official Gazette that such an order has been made.

(3) Such order shall be deemed to be notice of discharge to the servants of the company except when the business of the company is continued.

253. Power of Court to stay winding up.-- The Court may, at any time after an order for winding up, on the application of any creditor or contributor, and on proof to the satisfaction of the Court that all proceedings in relation to the winding up ought to be stayed, make an order staying the proceedings, either altogether or for a limited time, on such terms and conditions as the Court thinks fit.

254. Court may have regard to wishes of creditors or contributories-- The Court may, as to all matters relating to a winding up, have regard to the wishes of the creditors or contributories as proved to it by any sufficient evidence. 

Official Liquidator

255. Appointment of official liquidator.--(1) For the purpose of conducting the proceedings in winding up a company and performing such duties in reference thereto as the Court may impose, the Court may appoint a person or persons, other than the official receiver, to be called an official liquidator or official liquidators.

(2) The Court may make such an appointment provisionally at any time after the presentation of a petition and before the making of an order for winding up, but shall, before making any such appointment, give notice to the company unless for reasons to be recorded it thinks fit to dispense with such notice.

(3) If more persons than one are appointed to the office of official liquidator, the Court shall declare whether any act, by this Act required or authorised, to be done by the official liquidator is to be done by all or any one or more of such persons.

(4) The Court may determine whether any and what security is to be given by any official liquidator on his appointment.

(5) The acts of an official liquidator shall be valid notwithstanding any defect that may afterwards be discovered in his appointment.

Provided that nothing in this sub--section shall be deemed to give validity to acts done by an official liquidator after his appointment has been show to be invalid.

(6) A receiver shall not be appointment of assets in the hands of an official liquidator.

256. Resignations, removals, filling up vacancies and compensation.-- (1) Any official liquidator may resign, or may be removed by the Court on due cause shown.

(2) Any vacancy in the office of an official liquidator appointed by the Court shall be filled up by the Court and until the vacancy is so filled up the official receiver shall be and act as the official liquidator.

(3) There shall be paid to the official liquidator such salary or remuneration by way of percentage or otherwise, as the Court may direct and if more liquidators that one are appointed, such remuneration shall be distributed amongst them in such proportions as the Court directs.

257. Official liquidator.-- The official liquidator shall be described by the style of the official liquidator of the particular company in respect of which he is appointed, and not by his individual name.

258. Statement of affairs to be made to the liquidator.--(1) Where the Court has made a winding up order or appointment an official liquidator provisionally, there shall, unless the Court thinks fit to order otherwise and so orders, be made out and submitted to the official liquidator a statements as to the affairs of the company verified by an affidavit and containing the following particulars, namely:--

(a) the assets of the company, staying separately the cash balance in hand and in the bank, if any;

(b) the debts and other liabilities; 

(c) the names, residences and occupations of the creditors stating separately the amount of secured debts and unsecured debts, and in the case of secured debts, particulars of the securities, their value and the dates when they were given;

(d) the debts due to the company and the names residences and occupations of the persons from whom they are due and the amount likely to be realised therefrom.

(a) the persons who were at the relevant date the directors and the person who was at that date the secretary, manager or other chief officer of the company, or.

(b) such other person as the official liquidator may, subject to he direction or Court, require to submit and verify the statement, and the said other persons are the persons--

(i) who are or had been directors or officers of the company;

(ii) who have taken part in the formation of the company at anytime within one year before the relevant date;

(iii) who are in the employment of the company or had been in the employment of the company within the said year referried to in sub-- section (ii) above, and are, in the opinion of the official liquidator, capable of giving the information required; 

(iv) who are or had been within the said year to which the statement relates officers of or in the employment of a company.

(4) Any person making or concurring in making the statement and affidavit required by this section shall be allowed, and shall be paid by the official liquidator or provisional liquidator at the case may be out of the assets of the company, such costs and expended incurred in and about the preparation and making of the statement and affidavit as the official liquidator may consider reasonable, subject to an appeal to the Court.

(5) If any person, without reasonable excuse, knowingly and wilfully make default in complying with the requirements of this section, he shall be liable to a fine not exceeding five hundred take for every day during which the default continues.

(6) Any person stating himself in writing to be a creditor or contributory of the company shall be entitled by himself on by his agent at all reasonable times, on payment of the prescribed fee, to inspect the statement submitted in pursuance of this section and to a copy thereof or extract therefrom.

(7) Any person untruthfully so stating himself to be a creditor or contributory shall be guilty of an offence under section 182 of the Penal Code, 1860 (XIV of 1860), and shall, on the application of the liquidator or of the receiver be punishable accordingly.

(8) In this section, the expression "the relevant date" means, in a case where no such appointment is made, the date of the winding up order.

259. Statement by liquidator.--(1) In a case where a winding up order is made, the official liquidator shall, as on as practicable after receipt of the statement to be submitted under section 258, and not later than one hundred and twenty days or with the leave of the Court one hundred and sixty days from the date of the order, or in a case where the Court orders that no statement shall be submitted, as soon as practicable after the date of the order, submit a preliminarly report to the Court--

(a) as to the amount of capital issued, subscribed, and paid up, and the estimated amount of assets and liabilities giving separately under the leading of assets, particulars of --

(i) cash and negotiable securities;

(ii) debts due from contributories;

(iii) debts due to and securities, if any, available to the company,

(iv) movable and immovable properties belonging to the company;

(v) unpaid calls, and

(c) whether in his opinion further inquirey is desirable as to any matter relating to the promotion, formation, or failure of the company, or the conduct of the business thereof.

(2) The official liquidatory may also, if he thinks fit, make a further report or further reports, stating the manner in which the company was formed and whether in his opinion any fraud has been committed by any person in its promotion or formation or by any director or other officer of the company in relation to the company since the formation thereof, and any other matter which is his opinion it is desirable to bring to the notice of the Court.

260. Custody of company's property.--(1) The official liquidator, whether appointed provisionally or not, shall take into his custody, or under his control all the property, effects and actionable claims to which the company is or appears to be entitled.

(2) All the property and effects of the company shall be deemed to be in the custody of the Court as from the date of the order for the winding up of the company.

261. Committee of Inspection in compulsory winding up.--(1) The official liquidator shall, within a month from the date of the order for the winding up of a company, convene a meeting of the creditors of the company, as ascertained from the books and documents of the company, for the purpose of determining whether or not a committee of inspection shall be appointed to act with the liquidator, and who are to be members of the committees, if appointed.

(2) The official liquidator shall, within a week from the he date of the creditors meeting convence a meeting of the contributories to consider the decision of the creditors and to accept the same with or without modification.

(3) If the contributories do not accept the decision of the creditors in its entirely, it shall be the duty of the official liquidator to apply to the Court for directions as to whether there shall be a committee, and who shall be members thereof.

(4) A committee of inspection appointed under this section shall consist of not more than twelve members being creditors and contributories of the company or persons holding general or special powers of attorney from creditors or contributories in such proportions as may be agreed on by the meetings of creditors and contributories, or as, in case of difference, may be determined by the Court.

(5) The committee of inspection shall have the right to inspect the accounts of the official liquidator at all reasonable times.

(6) The committee shall meet at such times as they may from time to time appoint, and, failing such appointment, at least once a month, and the liquidator or any member of the committee may also call a meeting of the committee as and when he thinks necessary.

(7) The committee may act by a majority of their members present at a meeting, but shall not act unless a majority of the committee are present.

(8) A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.

(9) If a member of the committee becomes bankrupt, or compounds or arranges with his creditors, or is absent from five consecutive meetings of the committee without the leave of those members who together with himself represent the creditors or contributories, as the case may be, his office shall thereupon became vacant.

(10) A members of the committee may be removed therefrom by an ordinary resolution at a meeting of creditors if, he represents creditors, or of contributories, if he represents contributories, of which seven days, notice has been given, stating the object of the meeting.

(11) On a vacancy occurring in the committee, the liquidator shall forthwith summon a meeting of creditors or of contributories, as the case may require, to fill in the vacancy, and the meeting may, by resolution, re-appoint the same or appoint another creditor or contributory to fill in the vacancy.

(12) The *ontinung members of the committee, if not less than two, may set notwithstanding any vacancy in the committee.

262. Powers of official liquidator.-- The official liquidator shall have power with the sanction of the Court, to do the following things--

(a) to institute or defend any suit or prosecution, or other leagl proceeding, civil or criminal, in the name and on behalf of the company;

(b) to carry on the he business of the company so far as may be necessary, for the beneficial winding up of the same,

(c) to sell the immovable and movable property of the company by public auction on private contract, with power to transfer the whole thereof to any person or organisation or company, or to sell the same in parecis.

(d) to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and for that purpose to use, when necessary the company's common seal;

(e) to prove, rank and claim in the insolvency of any contributory, for any balance a against his estate, and to receive dividends in the insolvency, in respect of that balance, as a separate debt due from the insolvent, and rateably with the other separate creditors;

(f) to draw, accept, make and endorse any bill of exchange, hundi or promissory note in the name and on behalf of the company, with the same effect with respect to the liability of the company as if the bill, hundi or note had been drawn, accepted, made or endorsed by or on behalf of the company in the course of its business;

(g) to raise on the security of the assets of the company any more requisite;

(h) to take out in his official name letters of administration relating to the estate of any deceased contributory or his estate which cannot be conveniently done in the name of the company, and in all such cases the money due shall, for the purpose of enabling the liquidator to take out the letters of administration or recover the money be deemed to be due to the liquidator or himself;

Provided that nothing in clause (h) shall be deemed to affect the rights, duties and privileges of the Administrator General appointed under the Administrator General's Act, 1913(III of 1913);

(i) to do all such other things as may be necessary for winding up the affairs of the company and distributing its assets.

263. Limit of Discretion of official liquidator.-- The Court may provide by any order that the official liquidator may exercise any of the above powers without the sanction or intervention of the Court, and, where an official liquidator is provisionally appointed, may limit and restrict his powers by the order appointing him.

264. Provision for legal assistance to official liquidator.-- The Official liquidator may, with the sanction of the Court, appoint an advocate or attorney entitled to appear before the Court to assist him in the performance of his duties;

Provided that, where the official liquidator is an advocate or attorney, he shall not appoint his partner, unless the latter consents to act without remuneration.

265. Liquidator to keep books containing proceeding of meetings and to submit account of his receipts to Court.--(1) The official liquidator of a company which is being wound up by the Court shall keep, in the manner prescribed, proper books in which he shall cause to be made entries or minutes of proceedings at meetings and of such other matters as may be prescribed, and any creditor or contributory may, subject to the control of the Court, personally or by his agent, inspect any such books.

(2) Every official liquidator shall, at such times as may be prescribed but not less than twice in each year during his tenure of office, present to the Court an account of his receipts and payments as such liquidator.

(3) The liquidator shall prepare the account in the prescribed form in duplicate, and shall verify it by a declaration in the prescribed form.

(4) The Court shall cause the account to be audited in such manner as it thinks fit and for the purpose of the audit the liquidator shall furnish the Court with such vouchers, and books or other document as the Court may require, and the Court may at any time require the production of an inspect any books or account kept by the liquidator.

(5) When the account has been audited, one copy thereof shall be filed and kept by the Court, and the other copy shall be delivered to the Registrar for filing, and each copy shall be open to the inspection of any creditor or any person interested.

266. Excercise and control of liquidator's powers--(1) Subject to the previsions of this Act, the official liquidator of a company which is being wound up by the Court shall, in the administration of the assets of the company and in the distribution thereof among its creditors, have regard to any directions that may be given by resolution of the creditors or contributories at any general meeting shall, in case of confilict be deemed to over ride any directions given by the committee of inspection.

(2) The official liquidator may summon general meeting of the creditors or contributories for the purpose of ascertaining their wishes, and it shall be his duty to summon meeting at such times as the creditors or contributories by resolution, may direct, or whenever requested in writing to do so by one tenth in value of the creditors or contributiries, as the case may be.

(3) The official liquidator may apply to the Court in the manner prescribed for directions in relation to any particulars matter arising in the winding up.

(4) Subject to the provision of this Act, the official liquidator shall use his own discretion in the administration of the assets of the company and in the distribution thereof among the creditors.

(5) If any person is aggrieved by any act or decision of the official liquidator, that person may apply to the Court, and the Court may confirm, reverse or modify the act or decision complained of, make such order as it thinks just in the he circumstances. 

Ordinary Powers of Court

267. Settlement of list of contributories and application of assets.-- (1) As soon as may be after making a winding up order, the Court, shall settle a list of contributories, shall have power to register of members in all cases where rectification is required in pursuance of this Act, and shall cause the assets of the company to be collected and applied in discharge of its liabilities.

(2) In setling the list of contributories, the Court shall distinguish between persons who are contributories in their own right and persons who are contributories as being representatives of or liable for the debts of others.

268. Power to require transfer, delivery etc of property.-- The Court may at any time after making a winding up order, require any contributory for the time being settled on the list of contributories and any trustee, receiver, banker, agent, or officer of the company to pay, deliver surrender or transfer forthwith, or within such time as the Court directs, to the official liquidator any money property or documents in his hands to which the company is prima facie entitled.

269. Power to order payment of debts by contributory.-- (1) The Court may, at any time after making a winding up order, make an order any contributory for the time being settled on the list of contributories to pay, in the manner directed by the order, any money due from him or from the estate of the person whom he represents to the company exclusive of any money payable by him or the estate by virtue of any call in pursuance of this Act.

(2) The Court in making such an order may, in the case of an unlimited company, allow to the contributory by way of set-off any money due to him or to the estate which he represents from the company, on any independent dealing or contract with the company, but not any money due to him as a member of the company in respect of any dividend or profit, and may, in the case of a limited company, made to any director whose liability is unlimited or to his estate the like allowance:

Provided that, the case of any company, whether limited or unlimited, when all the creditors are paid in full any money due on any account whatever to a contributory from the company may be allowed to him by way of set-off against any subsequent call.

270. Power of Court to make calls.--(1) The Court may, at any time after making a winding up order, and that is either before or after it has ascertained the sufficiency of the assets of the company, make calls on and order payment there of by all or any of the contributiries for the time being settled on the list of the contributories to the extent of their liability, for payment of any money which the Court considers necessary to satisfy the debts and liabilities of the company, and the costs, charges and expenses of winding up, and for the adjustent of the rights of the contributories among themselves.

(2) In making the call the Court may take into consideration the probability that some of the contributories may partly or wholly fail to pay the call.

271. Power to order payment into bank.-- The Court may order any contributory, purchaser or other person from whom money is due to the company to pay the same into the account of the official liquidator in any scheduled banks as defined in the Bangladesh Bank Order, 1972 (P.O. No. 127), instead of to the official liquidator and any such order may be enforced in the same manner as if it had made direct payment to the official liquidator.

272. Regulation of account with Court.-- All moneys, bills, hundis, notes and other securities paid and delivered into the bank where the liquidators of the company may have his account, in the event of a company being wound up by the Court, shall be subject in all respect to the orders of the Court.

273. order on contributory conclusive evidence:-- (1) An order made by the Court on a contrubutory shall, subject to any right of appeal, be conclusive evidence that the money, if any, thereby appearing to be due or ordered to be paid is due.

(2) All other pertinent matters stated in the order shall be taken to be truly stated as against all persons, and in all proceedings whatsoever.

274. Power to enclude creditors not providing in time :-- The Court may fix a time or times within which creditors are to prove their debts or claims, or to be excluded from the benefit of any distribution made before those debts are proved.

275. Adjustment of right of contributories:-- The Court shall adjust the right of the contributories among themselves, and distribute any surplus among the persons entiled thereto.

276. Power to order cost:- The Court may, in the event of the companys assets being insufficient to satisfy the liabilities, make an order as to the payment, out of the assets, of the costs, charges and expenses, incurred in the winding up in such order of priority as the Court thinks just.

277. Dissolution of company--(1) When the affairs of a company have been completely wound up, the Court shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.

(2) The order shall be reported within fifteen days of the making thereof by the official liquidator to the Registrar, who shall record in his make books a minute of the dissolution of the company. 

(3) If the official liquidator makes default in complying with the requirements of this section, he shall be liable to a fine not exceeding one hundred taka for everyday during which he is in default.

Extraordinary Powers of Court

278. Power to summon persons suspected of having property of company:--(1) The Court may, after it has made a winding up order, summon before it any officer of the company or person known or suspected to have in his possession any property of the company, or supposed to be indebted to the company, or any person whom the Court deems capable of giving information concerning the trade, dealing, affairs or property of the company.

(2) The Court may examine him on oath concerning the same, either by word of mouth or on written interrogatories, and may reduce his answers to writing and require him to sing them.

(3) The Court may require him to produce any documents in his custody or power relating to the company; but, where he claims any lien on documents produced by him, the production shall be without prejudice to that lion, and the Court shall have jurisdiction in the winding up to determine all questions relating to that lien.

(4) If any person so summoned, after being tendered a reasonable sum for his expens, refuses to come before the Court at the time appointed, not haveing a lawful impediment made known to the Court at the time of its sitting and allowed by it, the Court may cause him to be apprehended and brought before the Court for examination.

279. Power to order public examination of promotors, etc:--(1) When an order has been made for winding up a company by the Court, and the official liquidator has applied to the Court stating that in his opinion, a fraud has been committed by any person in the promotion or formation of the company or by any director or other officer of the company, in relation to the company since its formation, the Court may, after consideration of the application, direct that any person who has taken any part in the promotion or formation of the company or has been a director manager or other officer of the company shall attend before the Court on a day appointed by the Court for that purpose attend before the Court on a day appointed by the Court for that purpose, and be publicly examined as to the promotion or formation or the conduct of the business of the company, or as to his conduct and dealings as director manager or other officer thereof.

(2) The official liquidator shall take part in the examination and for that purpose may, if specially authorised by the Court in that behalf, employ such legal assistance as may be sanctioned by the Court.

(3) Any creditor or contributory may also take part in the examination either personally or by any person entitled to appear before the ourt.

(4) The Court may put such questions to the person examined as the Court thinks fit.

(5) The person examined shall be examined on oath, and shall answer all such questions as the Court may put or allow to be put to him.

(6) A person ordered to be examined under this section may at his own cost employ any person entitled to appear before the Court, who shall be at liberty to put to him such questions as the Court may deem just for the purpose of enabling him to explain or qualify any answers given by him;

Provided that if he is, in the opinion of the Court, exculpated from any charges made or suggested against him such costs as, in its discretion, it may think fit.

(7) Notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person examined, and may thereafter by used in evidence against him in civil proceedings, and shall be open to the inspection of any creditor or contributory at all resonable times.

(8) The Court may, if it thinks fit, adjourn the examination from time to time.

(9) An examination under this section may, if the Court so directs, and subject to any rules in this behalf, be held before any District Judge or before any officer of the High Court Division being an official referee, master, Registrar or Deputy Registrar and the powers of the Courts under this section as to the conduct of the examination, but not as to costs, may be exercised by the person before whom the examination is held.

280. Power to arrest absconding contributionry:-- The Court, at any time either before or after making a winding up order and on proof of probable cause for believing that a contributory is or about to quit Bangladesh or otherwise to abscond, or to remove or conceal any of his property, for the purpose of evading payment of calls or of avoiding examination respecting the affairs of the company, may cause the contributory to be arrested and his books and papers and movable property to be sized, and him and them to be safe castody until such times as the Court may order.

281. Saving of other proceedings:-- Any powers by this Act conferred on the Court shall be in addition to and not in restriction of, any existing powers of instituing proceedings against any contributory or debtor of the company, or the estate of any contributory or debtor for the recovery of any call or other sums.

Enforcement of and appeal from Orders

282. Power to enforce orders:-- All orders made by the Court under this Act may be enforced in the same manner in which decrees of such Court mad in any suit pending therein may be enforced. 

283. Order made in any Court to be enforced by other Courts.-- Any order made by the Court for or in the course of the winding up of a company shall be enforced in any place in Bangladesh by any other court that would have had jurisdiction in respect of such company if the registered office of the company had been situate at such place and in the same manner in all respect as if such order had been made by the court that is hereby required to enforce the same, but in relation to the place where the registered office of the company is situate, only the court having jurisdiction cover such place shall enforce such order.

284. Mode of dealing with order to be enforced by other Courts.-- Where any order made by one Court is to be enforced by another Court, a certified copy of the order so made shall be produced to the proper officer of the Court required to enforce the same, and the production of such certified copy shall be sufficient evidence of such order having been made; and thereupon the last mentioned Court shall take the requisite steps in the matter for enforcing the order, in the same manner as if it were the order of the Court enforcing the same.

285. Appeal from orders:-- Re--hearing of, and appeals from order or decision made or given in the matter of the winding up of a company by the Court may be had in the same manner and subject to the same conditions in and subject to which appeals may be had from any order or decision of the same Court in cases within its ordinary jurisdiction. Voluntary Winding Up

286. Circumstances in which company may be wound up voluntarily:--(1) A company may be wound up voluntarily--

(a) when the period, if any, fixed for the duration of the company by the articles expires, or the even, if any occurs, on the occurrence of which articles provide that the company is to be dissolved and the company in general meeting has passed a resolution requiring the company to be wound up voluntarily;

(b) if the company resolves by special resolution that the company be wound up voluntarily;

(c) if the company resolves by extraordinary resolution to the effect hat it cannot by reason of its liabilities continue its business, and that it is advisable to wind up.

(2) The expression "resclution for voluntarily winding up" when used hereafter in this Part means a resolution passed under clause (a), clause (b), or clause (c) of this section.

287. Commencement of voluntary winding up.-- A voluntary winding up shall be deemed to commence at the time of the passing of the resolution for voluntary winding up.

288. Effect of voluntary winding up on status of company.--When a company is wound up voluntarily, the company shall, from the commencement of the winding up, cease to carry in its business, except so far as may be required for the beneficial winding up thereof:

Privided that the corporate state and corporate powers of the company shall, notwithstanding anything to the contarary in its articles, continue until it is dissolved.

289. Notice of resolution to wind up voluntarily.--(1) Notice of any special resolution or extraordinary resolution for winding up a company voluntarily shall be given by the company within ten days of the passing of the same by advertisement in the official Gazette, and also in some news paper, if any circulating in the district where the registered office of the company is situate.

(2) If a company makes default in complying with the requirements of this section, it shall be liable to a fine not exceeding on hundred taka for every day during which the default continues; and also every officer of the company who knowingly and wilfully authorises or permits the default shall be liable to a like penalty.

290. Declaration of solvency.--(1) Where it is proposed to wind up a company voluntarily, the directors of the company or, in the case of a company having more than two directors, the majority of the directors shall at a meeting of the directors held before the date on which the notice of the meeting at which the resolution of the winding up the company is to be proposed are sent out, make a declaration verified by an affidavit to the effect that they have made a full inquiry into the affairs of the company and that, having so done, they formed the opinion that the company will be able to pay its debts in full within a period, not exceeding three years, from three commencement of the winding up.

(2) Such declaration shall be supported by a report of the company's auditors on the company's affairs, and shall have no effect for the purposes of this Act unless it is delivered to the Registrar for registration before the date mentioned in sub-section(1).

(3) A winding up, in the case or which a declaration has been made and delivered in accordance with sub--sections (1) and (2), is in this Act referred to as "members voluntars winding up", and, where a declaration has not been made and delivered as aforesaid, is in this Act referred to as "creditors voluntary winding up."

Members' Voluntary Winding up

291. Provisions applicable to a members' voluntary winding up.-- The provisions contained in section 292 to 296 (both inclusive), shall apply in relation to a members voluntary winding up.

292. Power of company to appoint and fix remuneration of liquidator.--(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 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.

293. Power to fill vacancy in the office of liquidator.--(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 agreement with its creditors, fill vacancy.

(2) For the purpose of filling in the said vacancy, a general meeting may be convented by any contributory or, if there were more liquidators than one, by the continuing liquidator.

(3) The meeting shall be held in the manner provided by this Act or by articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be determined by the Court.

294. Power of liquidator to accept shares, etc as consideration for sale of property of company.-- 
(1) Where a company is proposed to be, or is in course of being, wound up altogether voluntarily, and the whole or part of its business or property is proposed to be transferred or sold to another company, whether a company within the meaning of this Act or not, in this section called "the transferee company", may with the sanction of a special resolution of that company conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive, in compensation or part compensation for the transfer or sale, shares, polices, or other like interests in the transferee company, for distribution among the members of the transferor company, or may enter into any other arrangement where by the members of the transferor company may, in lieu of receiving cash or shares, policies or other like interests or in addition thereto, participate in the profits of, or receive any other benefit from, the transferee company.

(2) Any sale or other transfer or arrangement in pursuance of this section shall be binding on the members of the transferor company.

(3) If any member of the transferor company who did not vote in favour of the special resolution expresses his dissent therefrom in writing addressed to the liquidator and left at the registered office of the company within seven days after the passing of the special resolution, by may require the liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by agreement or any arbitration in manner hereafter provided.

(4) If the liquidator elects to purchase the member's interest, the purchase money must be paid before the company is dissolved, and be raised by the liquidator in such manner as may be determined by special resolution.

(5) A special resolution shall not be invalid, for the purpose of this section by reason only that it is passed before or concurrently with a resolution for voluntary winding up or for appointment of liquidators, but if an order is made within a year for winding up the company by or subject to the supervision of the Court, the special resolution shall not be valid unless sanctioned by the Court.

(6) The provisions of the Arbitration Act, 1940(X of 1940), other that those restricting the application of the Act in respect of the subject matter of the arbitration, shall apply to all arbitrations in pursuance of this section.

295. Duty of liquidator to call general meeting at the end of each year:--(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 within ninety days, of the close of the year, and shall lay before the meeting an account of his acts and dealings and of the conduct of the winding up during the proceeding year and a statement in the preseribed form containing the prescribed particulars with respect to the position of the liquidation.

(2) If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding five hundred taka.

296. Final meeting and dissolution--(1) As soon as the affairs of the company are fully wound up, liquidator shall make up an account of the winding of up showing how the winding up has been conducted and the property of the company has been disposed of, and thereupon shall call a general meeting the company for the purpose of laying before it the account, and giving explanation thereof.

(2) The meeting shall be called by advertisement specifying the time, place and object thereof and published one month at least before the meeting in the manner specified in sub-section (1) of section 289 for publication of a notice under that sub--section;

(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 sub-section, the liquidator shall be liable to a fine not exceeding one hundred taka for everyday during which the default continues:

Provided that, if a quorum is not present at the meeting the liquidator shall in lieu of the said return 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 sub--section as to the making of the return shall deemed to have been complied with.

(4) The Registrar on receiving the account and either of the returns mentioned in sub-section (3) 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 he 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 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 sub--section (4) is made, within twenty--one after the making of the order, to deliver to the Registrar a certified copy of the order for registration and if that person fails so to do he shall be liable to a fine not exceeding one hundred taka for every day during which the default continues.

Creditor's voluntary winding up

297. Provision applicable to a vonutary winding up:-- The provisions contained in sections 298 to 305, both inclusive, shall apply in relation to a creditors voluntary winding up.

298. Meeting of creditors:--(1) The company shall cause a meeting of the creditors of the company to be summoned for the day, or the day next following the day, on which there is to be held the meeting at which the resolution for voluntary winding up is to be proposed, and shall cause the notices of the said meeting of creditors to be sent by post to the creditors simultaneously with the sending of the notices of the said meeting of the company at which such resolution will be proposed.

(2) The company shall also cause notice of the meeting of the creditors be advertised in the manner specified in sub--section (1) of section 289 for the publication of a notice under that sub--section.

(3) The directors of the company shall--

(a) cause a full statement of the position of the companys affairs together with a list of the creditors of the company and the estimated amount of their claims to be laid, before the meeting of creditors to be held as aforesaid; and

(b) appoint one of their number to preside at the said meeting

(5) If the meeting of the company at which the resolution for voluntary winding up is to be proposed is adjourned and the resolution is passed at an adjourned meeting, any resolution passed at the meeting of the creditors held in pursuance of sub-section (1) shall have effect as if it had been passed immediately after the passing of the resolution for winding of the company.

(6) If default is made--

(a) by the company in complying with sub--sections(1) and (2); 

(b) by the board of directors of the company in complying with sub-- section(3);

(c) by any director of the company in complying with sub--section(4).

299. Appointment of liquidator.-- The creditors and the company at their respective meetings mentioned in section 298 may nominate a person to be liquidator for the purpose of winding up the affairs and distributing the assets of the company, and if the creditors and the company nominate different persons, the person nominated by the creditors shall be the liquidator, and if no person is nominated by the creditors the person, if any, nominated by the company shall be liquidator.

Provided that in the case of different persons being nominated, any director, member or creditor of the company may, within seven days after the date on which the nomination was made by the creditors, apply to the Court for an order either directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors, or appointing some other person to be liquidator instead of the person appointed by the creditors.

300. Appointment of committee of inspection.-- The creditors at the meeting to be held in pursuance of section 298 or at any subsequent meeting may, if they think fit, appoint a committee of inspection consisting of not more than five persons and if such a committee is appointed the company may, either at the meeting at which the resolution for voluntary winding up is passed or at anytime subsequently in general meeting, appoint such number of persons as they think fit to act as members of the committee not exceeding five in number:

Provided that the creditors may, if they think fit, resolve that all or any of the persons so appointed by the company to be members of the committee of inspection and, if the creditors so resolve, the persons mentioned in the resolution shall not, unless the Court otherwise directs, be qualified to remain or to act as members, of the committee, and on any application to the Court may under this provisior the Court may, if it thinks fit, appoint other persons to act as such members in place of the persons mentioned in the resolution.

301. Fixing of liquidators remuneration and cessation of directors powers.-- The committee of inspection, or if there is no such committee, the creditors may fix the remuneration to be paid to the liquidator or liquidators, and where the remuneration is not so sixed, it shall be determined by the Court.

(2) On the appointment of a liquidator, all the powers of the directors shall cease, except so far as the committee of inspection, or if there is no such committee, the creditors sanction the continuance thereof.

302. Power to fill vacancy in the office of liquidator.-- If a vacancy occurs by death, resignation or otherwise, in the office of a liquidator then the vacancy maybe filled in by the Court when the liquidator was appointed by the Court or by the creditors where the liquidator was appointed by creditors.

303. Application of section 294 to a creditors vointary winding up.-- The provisions of section 294 shall apply the case of a creditors voluntary winding up as in the he case of a members voluntary winding up with the modification that the powers of the liquidator under the said section shall not be exercise with the saction either the of Court or of the committee of inspection.

304. Duty of liquidator to call meeting of company and of creditors at the year and.--(1) In the event of the winding up continuing for more than one year, the liquidator shall summon a general meeting of the company and a meeting of creditors 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 meetings an account of his acts and dealing and of the conduct of the winding up during the proceeding year and a statement in the he prescribed form cotaining the prescribed particulars with respect to the position of the winding up.

(2) If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding five hundred taka.

305. Final meeting and dissolution.-- (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 property of the company has been disposed of, and thereupon shall call a general meeting of the company and a meeting of the creditors, for the purpose of laying the account before the meetings and giving any explanation thereof.

(2) Each such meeting under sub-section (II) shall be called by advertisement specifying the time, place and object thereof and published one month at least before the meeting in the manner specified in sub-section (1) of section 289 for the publication of a notice under that sub--section.

(3) Within one week after the date of the meetings, or, if the meetings, are not held on the same date, after the date of the later meeting, the liquidator send to the Registrar a copy of the account, and shall make a return to the him of the holding of the meetings and of their dates, and if the copies are not sent or the return is not made in accordance with this sub--section, the day during which the default continues:

Provided that, if a quorum, which for the purpose of the this section shall be two person, is not present at either of such meetings the liquidator shall, in lieu of such return, 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 sub-section as to the making of the return shall, in respect of that meeting be deemed to have been complied with (4) The Registrar, on receiving the account and in respect of each such meeting.

(4) The Registrar on receiving the account and any of the returns mentioned in sub-section (3), shall forthwith register them, and on the expiration of three months from the registation there of 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 sub--section this(4) is made, within twenty one days after the making of the of the order, to deliver to the Register a certified copy of the order for registration, and if that person fails to do so, he shall be liable to fine not exceeding one hundred take for every day during which the default continues.

General provision for voluntary winding up

306 . Provisions applicable to every voluntary winding up.-- The provisions contained in section 307 to 314, both inclusive, shall apply to every voluntary winding up whether a members or a creditors winding up.

307. Distribution of property of company -- Subject to the provisions of this Act as to preferential payments, the property of a company shall, on its winding up, be applied in satisfaction of its liabilities pari passu and, subject, to such application, shall unless the articles otherwise provide, be distributed among the members according to their rights and interested in the company.

308. Powers and duties of liquidator in voluntary winding up.--(1) The liquidator may--

(a) in the case of a members voluntary winding up with the sanction of an extraordinary resolution of the company, and in the case of a creditors' voluntary winding up, with the sanction of either the court or the committee of inspection, exercise any of the powers give by clauses (d), (e),(f) and (h) o f section 262 to a liquidator in a winding up; but the exercise by the liquidator of the powers given by this clause shall be subject to the control of the Court and any creditor or contributory may apply to the Court with respect to any exercise or proposed exercise of any of these powers;

(b) without the sanction referred to in clause (a), exercise any of the other powers by this Act given on the liquidator in a winding up by the Court:

(c) exercise the power of the Court under this Act of settling a list. of contributories; and the list of contributories; shall be prima facie evidence of the liability of the persons named there in the be contributories;

(e) summon general meetings of the company for the purpose of obtain obtaining the sanction of the company by special or extraordinary resolution of for any other purpose he may think fit.

(3) When several liquidators are appointed, any power given by this Act may be exercised by such one or more of the them as may determined at the time of the appointment, or, in default of such determination, by any number not loss than two.

309. Power of Court to appoint and remove liquidator in voluntary winding up--(1) If, from any cause whatever, , there is no liquidator acting, the Court may appoint a liquidator.

(2) The Court may, on cause shown, remove a liquidator and appoint another liquidator, and, in case of such removal shall immediately send a copy of the removal order to the removed liquidator.

310. Notice by liquidator of his appointment.--(1) The liquidator shall, with--in twenty one days after his appointment, deliver to the Registrar for registration a notice of his appointment in the form prescribed.

(2) If the liquidator fails to comply with the requirements of this section, he shall be liable to a fine not exceeding one hundred taka for every day during which the default continues.

311. Arrangement when bindings on credtitors.- Any arrangement entered into between a company about to be, or in the course of being, wound up and its creditors shall, subject to the right of appeal under sub-section (2) be binding on the company if sanctioned by an extraordinary resolution, and also on the creditors if acceded to by theree--fourths in number and value of the creditors.

(2) Any creditor or contributory may, within three weeks from the completion of the arrangement, appeal to the Court against it, and the Court may thereupon, as it thinks just, amend, vary or confirm the arrangement.

312 Power to apply to Court to have questions determined of powers exercised.--(1) The liquidator or any contributory or creditor may apply to the Court to determine any questior arising in the winding up of a company, or to exercise, as respects the enforcing of alls, staying of proceedings or any other matter all or any of the powers which the court might exercise if the company were being wound up by the Court.

(2) The liquidator or any creditor or contributory may apply for an order settings aside any attachment, distress or execution put into force against the estate or effects of the company after the commencement of the winding up.

(3) The application under sub-section(2) shall be made--

(a) if the attachment, distress or execution is levied or put into force by the High Court Division, to thee High Court Division: and 

(b) if the attachment, distress or execution is levied or put into force by any other Court, to the Court having jurisdiction to wind up the company.

313. Cost of voluntary winding up.-- All costs, charges and other expenditure properly incurred in the winding put including the remuneration of the liquidator, shall subject to the rights of secured creditors, if any, be payable out of the assets of the company in priority to all other claims.

314. Saving for rights of creditors and contributory.-- The winding up of a company shall not bar the right of any creditor or contributory to apply for a winding up by the Court, but in the case of an application by a contributory the Court must be satisfied that the rights of the contributories will be prejudiced by a voluntary winding up.

315. Power of Court to adopt proceeding of voluntary winding up.-- Where a company is being wound up voluntary and an order is made for winding up by the Court, the Court may, if it think fit, by the same or subsequent order, provide for the adoption of all or any of the proceedings in the voluntary winding up and also for any incidental on consequentan situation.

Winding up subject to supervision of Court

316. Power to order winding up subject to supervision.-- when a company has by special or extraordinary resolution, resolved to wind up voluntarily the Court may make an order that the voluntary winding up shall continue, but subject to such supervision of the Court, and with such liberty for creditors, contributories; or other to apply to the court and generally on such terms and conditions as the court thinks just.

317 Effect of petition for winding up subject to supervision.--A petition for continuance of voluntary winding up subject to the supervision of the Court shall, for the purpose of giving jurisdiction to the court over suits, be deemed to be petition for winding up by the court.

318. Court may have regard to wishes of creditors and contributories.--The Court may, in deciding between a winding up by the Court and winding up subject to supervision, in the appointment of liquidators, and all other matter relating to the winding up subject to supervision have regard to the wishes of the creditors or contributories; as proved to it by any suffcient evidence.

319. Power of Court to appoint and remove liquidators.--(1) Where an order is made for a winding up subject to supervision, the Court may by the same or any subsequent order appoint any additional liquidator.

(2) A liquidator appointed by the Court under this section shall have the same powers, be subject top the same obligations and in all respects stand the same position ad if he had been appointed by the company pay.

(3) The Court may removed any liquidator so appointed by the Court or any liquidator continued under der the supervision order and fill and vacancy occasioned by the removal or by death or resignation.

320. Effect of supervision order.--(1) Where an order is made for a winding up subject to supervision, the liquidator may, subject to any restrictions imposed by the Court, exereise all this powers, without the sanction or intervention of the Court , in the same manner as if the company were being wound up altogether voluntarily.

(2) Expect as provided in sub-section (1) , and save for the purposes of section 279, any order made by the Court for a winding up subject to the supervision of the Court shall for all purposes, including the staying of suits and other proceeding, be deemed to be an order of the court for winding up of the company by the Court and shall confer full authoritly on the Court to make calls or to enforce calls made by the liquidators, and to exercise all other powers which it might have exercise if an order had been made for winding up the company altogether by the Court.

(3) In the construction of the provision whereby the Court is empowered to direct any act or thing to be done to or in favour of the official liquidator, the expression ``official liquidator'' shall be deemed to mean the liquidator conducting the winding up subject to the supervision of the Court.

321. Appointment of liquidators subject to supervision to the office of official liquidators-- Where an order has been made for the winding up of a company subject to supervision, and order is afterwards made for winding up by the Court, the Court may, by the last--mentioned order or by any subsequent order, appoint the liquidators for the first mentioned winding up or any of them either provisionally or permanently, and wither with or without the addition of any other person, to be official liquidator in the winding up by the Court.

Supplemental Provisions

322. Avoidance of transfers, etc. after commencement of winding up.-- (1) In the case of voluntary winding up, every transfer of shares, except, transfers made to or with the sanction of the liquidator, and every alteration in the status of the member of the company made after the commencement of the winding up shall be vied.

(2) In the case of a winding up by or subject to the supervision of the Court, every disposition of the property,, including actionable claims of the company, and every transfer of shares, alteration in the status of its members, made after the commencement of the winding up shall the Court otherwise orders be voids.

323. Debts of all descriptions to be proved.--In  every winding up, subject in the case of insolvent companies to the application in accordance with the provisions of this Act or the law of insolvency, all debts payable on a contingency, and all claims against the company, present or future certain or contingency be admissible to proof against the company, a just estimate being made, so far as possible, of value of such debts or claims as may be subject to any contingency or for some other reason do not bear a certain value.

324. Application of insolvency rules in winding up of insolvent companies.-- In the winding up of an insolvency, all debts payable on a contingency, and all claims against the company, present or future, certain or contingent, shall be admissible to proof against the company, a just estimate being made , so far as possible, of value of such dbts or claims as may be subject to any contingency or for some other reasons do not bear a certain value.

324. Application of insolvency rules in winding up of insolvent companies.-- In the winding up of an insolvent company the same rules shall previal and be observed with regard to the respective eights of secured and unsecured creditors and to debts provable and the valuation of annuities and future and contingent liabilities as are in force for the time being under the law of insolvents with respect to the estate of persons adjudged insolvent; and all persons who in any such case would be entitled to proved for and receive dividends out of the assets of the company may come in under the winding up, and make such claims against the company as they respectively are entitled to by virtue of this section.

325. Preferential payments.--(1) In a winding up there shall be paid in priority to all other debts--

(a) all revenue, taxes, cesses and rates, whether payable to the Government or to a local authority due from the company at the date, specified in sub--section(5), hereinafter referred in this sub--section as the said date and having become due and payable Within the twelve months next before the said ate;

(b) all wages or salary of any clerk and other servant in respect of service rendered to the company within the two months next before the said date, not exceeding one thousand taka for each clerk or servant;

(c) all wages of any labourer or workman, not exceeding five hundred for each, whether payable for the time or piece--work, in respect of services rendered to the company within the two months next before the said date:

(d) compensation payable under the Workmen's Compensation Act, 1923 (VIII of 1923), in respect of the death or disablement of any officer or employee of the company; and

(f) the expenses of any investigation held in pursuance of clause (c) of section 195 of this Act.

(a) rank equally among themselves and be paid in full , unless the assets are insufficient to meet them, in case they shall abate in equal proportion; and

(b) so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over the claims of holders of debentures under any floating charge created by the company and be paid accordingly out of any property comprised in or subject to that charge.

(4) In the event of any person distraining or having distrained on nay goods or effects of the company within three months next before the date of a winding up order, the debts to which priority is given by this section shall be a first charge on the good or effects so distrained on the proceeds of the sale thereof:

Provided that in respect of any money paid under any such charge thee said persons shall have the same rights or priority as the person to whom the pay

(5) The date referred to in sub-section (1) (a) is--

(a) in the case of a company ordered to be wound up compulsorily which had not previously commenced to be wound up voluntarily the date of the winding up order; and

(b) in any other case, the date of the commencement of the winding up.

Provided that, where any such property has not come to the knowledge of the liquidator within one months after the commencement of the winding up, the power under this section of disclaiming the property may be exercised at any time within twelve months after he has become aware thereof or such extended period as may be allowed by the Court.

(2) The disclaimer shall operate to determine, as from the date of disclaimer, the rights, interest, and liabilities of the company, and the property of the company, in or in respect of the property disclaimed, but shall not, except so far as is necessary for the purpose of releasing the company and the property of the company from liability affect the rights or liabilities of any other person.

(3) The Court, before or on granting leave to disclaim, may require such notice to be given to persons interested and imposed such terms as a condition or granting leave, and make such other order in the matter as the Court thinks just.

(4) The liquidator shall not be entitled to disclaim any property under this section in any case where an application writing has been made to him by nay persons interested in the property requiring him to decide whether he will or will not disclaim and the liquidator has not within a period of thirty days after he receipt of the application or such further time as may be allowed by the Court , given notice to the applicant that he intends to apply to the Court for leave to disclaim, and in the case of a contract, if the liquidator, after such an application as aforesaid, does not with the said period or further period disclaim the contract, the company shall be deemed to have adopted it.

(5) The Court may, on the application of any person who is, as against the liquidator, entitled to the benefit or subject to eh burden of a contract made with the company, make an order rescinding the contract on such terms as to payment either party of damages for the nonperformance of contract, or otherwise as the Court thinks just , and any damages payable under the order to any such person may be proved by him as debt in the winding up. 

(6) the Court may, on an application by any person who wither claims any interest in any disclaimed property or is under any liability not discharged by this Act in respect of any disclaimed property and or hearing any such persons as it thinks fit, make an order for the vesting of the properly in or seem just that the peoperty should be delivered by way of compensation for such liability as aforesaid, or a trustee for him and on such terms as the Court thiks just; and on any such vesting order being made, the property comprised therein shall vest accordingly in the person therein named in that behalf without any conveyance or as signment for the purpose:--

Provided that, where the property disclaimed is of a leasehold nature, the Court shall not make a vesting order in favour of any person claiming under the company whether as under--lessee or as mortgagee expect upon the terms of making that person--

(a) Subject the same liabilities and obligations as those to which the company was subject under the lease or mortgage in respect of the property at the commencement of the winding up; or 

(b) if the Court thinks fit, subject only to the same liabilities and obligations as if the lease had been assigned to that person at that date;