A.D. 1895. Power of Court directors, officers, and promoters. Companies. of the Company, or has been a director or officer of the Company, shall attend before the Court on a day appointed by the Court for that purpose, and be publicly examined as to the promotion or formation of the Company, or as to the conduct of the business of the Company, or as to his conduct and dealings as director or officer of the Company. (4.) The official Liquidator shall take part in the examination, and for that purpose may employ a Solicitor with or without Counsel. (5.) The Court may put such questions to the person examined as to the Court may seem expedient. (6.) The person examined shall be examined on oath, and it shall be his duty to answer all such questions as the Court may put or allow to be put to him. The person examined shall at his own cost prior to such examination be furnished with a copy of the official liquidator's report, and shall also at his own cost be entitled to employ at such an examination a Solicitor with or without Counsel, who shall be at liberty to put such questions to the person examined as the Court may deem just for the purpose of enabling that person to explain or qualify any answer given by him. Provided also, that if such person is in the opinion of the Court exculpated from any charges made or suggested against him the Court may allow him such costs as the Court in its discretion may think fit. 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 be used as evidence against him. They shall also be open to the inspection of any creditor or contributory of the Company at all reasonable times. (7.) The Court may if it thinks fit adjourn the examination from time to time. 13-(1.) Where in the course of the winding-up of a Company to assess damages it appears that any person who has taken part in the formation or against delinquent promotion of the Company, or any past or present director, manager, liquidator, or other officer of the Company, has misapplied or retained, or become liable or accountable for any moneys or property of the Company, or been guilty of any misfeasance or breach of trust in relation to the Company, the Court may on the application of any liquidator of the Company, or of any creditor or contributory of the Company, examine into the conduct of such promoter, director, manager, liquidator, or other officer of the Company, and compel him to repay any moneys or restore any property so misapplied or retained, or for which he has become liable or accountable, together with interest after such rate as the Court thinks just, or to contribute such sums of money to the assets of the Company by way of compensation in respect of such misapplication, retainer, misfeasance, or breach of trust as the Court thinks just. Attorney-General may apply to (2.) The provisions of this Section shall apply in the winding-up of any Company where the same is being wound up by or subject to the supervision of the Court, or is being wound up voluntarily, and whether the winding-up commenced before or after the passing of this Act and notwithstanding that the offence is one for which the offender may be criminally responsible. 14 Where a Company is being wound up voluntarily or subject to the supervision of the Court, the Attorney-General may present a petition Court to wind up that the Company be wound up by the Court, and thereupon if the Court is satisfied that the voluntary winding-up or winding-up subject Company. Companies. to supervision cannot be continued with due regard to the interests of A.D. 1895. the creditors or contributories, it may make an Order that the Company be wound up by the Court. dations. 15-(1.) If the winding-up of a Company is not concluded within Information as to One year after its commencement, the liquidator of the Company shall, pending liquiat such intervals as may be prescribed until the winding-up is concluded, send to the Registrar a statement in the prescribed form and containing the prescribed particulars with respect to the proceedings in and position of the liquidation. Any person stating himself in writing to be a creditor or contributory of the Company shall be entitled, by himself or 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. But any person untruthfully stating himself to be a creditor or contributory shall be guilty of a contempt of Court, and shall be punishable accordingly on the application of the liquidator. (2.) If a liquidator makes default in complying with the requirements of this Section he shall be liable to a fine not exceeding Fifty Pounds for each day during which the default continues. (3.) If it appears from any such statement or otherwise that any liquidator of the Company has in his hands or under his control any money representing unclaimed or undistributed assets of the Company which have remained unclaimed or undistributed for Six months after the date of their receipt, the liquidator shall forthwith pay the same into a Bank to be approved by the Court to the Company's liquidation account. Every such liquidator shall be entitled to the prescribed certificate of receipt for the money so paid, and that certificate shall be an effectual discharge to him in respect thereof. (4.) Any person claiming to be entitled to any money paid into any Bank in pursuance of this Section may apply to the Court for the payment of the same, and the Court may, on a certificate by the liquidator that the same person claiming is entitled, make an Order for the payment to that person of the sum due. (5.) This Section shall apply whether the winding-up of the Company has commenced before or after the commencement of this Act. control thereof. 16-(1.) Subject to the provisions of the principal Act, the Discretionary Liquidator of a Company which is being wound up by order of the powers of Court shall, in the administration of the property of the Company, and Liquidator and in the distribution thereof among its creditors, have regard to any directions that may be given by resolution at any general meeting of the creditors or contributories summoned as hereinafter provided. (2.) The Liquidator may from time to time summon general meetings of the creditors or contributories for the purpose of ascertaining their wishes, and it shall be his duty to summon meetings at such times as the creditors or contributories by resolution, either at the meeting appointing the Liquidator or otherwise, may direct, or whenever requested in writing to do so by one-tenth in value of the creditors or contributories, as the case may be. (3.) The Liquidator may apply to the Court in manner prescribed for directions in relation to any particular matter arising under the winding-up. (4.) Subject to the provisions of the principal Act, the Liquidator shall use his own discretion in the management of the estate and its distribution among the creditors. A.D. 1895. Companies. 17 If any person is aggrieved by any act or decision of the Appeal to Court Liquidator of a Company which is being wound up by order of the Court, he may apply to the Court, and the Court may confirm, reverse, or modify the act or decision complained of, and make such Order in the premises as it thinks fit. against Liqui dator. Liquidators may summon meetings of creditors of any Company being voluntarily wound up. Authority of creditors may be obtained to compromises. Provisions of to Bank of Van Diemen's Land. 18 Whenever a Company is being wound up voluntarily under the provisions of the principal Act, the Liquidators may from time to time during the continuance of such winding up summon meetings of the creditors of the Company for the purposes of this Act in the same manner as General Meetings of the Shareholders of the same Company may be summoned under the provisions of the principal Act. 19 Whenever a Company is being wound up voluntarily under the provisions of the principal Act, the Liquidators may obtain the authority of a majority in number and two-thirds in value of the creditors of the Company present at any meeting of such creditors duly summoned in accordance with the provisions of this Act to make any compromise or arrangement with any contributory or contributories or other debtor or debtors of the Company, or with any creditor or creditors of the Company; and every such compromise or arrangement made in pursuance of such authority as aforesaid shall be binding on all the creditors of the Company. Provided always, that any creditor or contributory of a Company affected by any such resolution may, within Twenty-one days from the date of the passing of the resolution granting such authority as aforesaid, appeal to the Court against any such resolution, and the Court may thereupon, if it thinks fit, declare such resolution null and void, or may amend or vary the same. The provisions of this Section shall apply to "The Bank of Van this Act to apply Diemen's Land, Limited," now being wound up under the provisions of "The Bank of Van Diemen's Land Winding-up Acts"; and the word "Liquidators" as used in this Act shall include the Trustees appointed to wind up the business and affairs of the said Bank, and their successors; and in any case in which the said Trustees have obtained the authority of a majority in number and two-thirds in value of the creditors of the said Bank present at a meeting duly summoned in accordance with the provisions of "The Companies Act, 1892," or by deed or other document signed by such a majority of creditors as aforesaid, to make any compromise or arrangement with any contributory or contributories or other debtor or debtors of the said Bank, or with any creditor or creditors of the said Bank, such authority shall be deemed to have been obtained in accordance with the provisions of this Act; and every contributory who has any claim against the said Bank for money lent to or deposited in the said Bank by such contributory on or before the First day of October, One thousand eight hundred and ninety-one, may set off such claim at a value of Fifteen Shillings for every Twenty Shillings thereof against any call or calls made after the passing of this Act, and which such contributory shall at any time become liable to pay in respect of any share or shares held by him in the said Bank; and every compromise or arrangement made by the said Trustees with any creditor or contributory or other debtor of the said Bank before or after the passing of this Act in pursuance of any extraordinary resolutions of the shareholders of the said Bank shall be binding on all the shareholders thereof. Companies. Winding up of unregistered Companies. A.D. 1895. 20 Subject as hereinafter mentioned, any partnership, association, Winding up of or company consisting of Seven or more members, and not registered unregistered under the principal Act or under any other Act, and whether or Companies. not formed for the acquisition of gain, shall be included under the term "unregistered Company" hereinafter used, and may be wound up under the provisions of the principal Act, with the following exceptions and additions: 1. Where proceedings for winding up an unregistered Company II. No unregistered Company shall be wound up under this Act III. The circumstances under which an unregistered Company (b) When the Company is unable to pay its debts: (d) When the Court is of opinion that it is just and (a) When a creditor to whom the Company is indebted at law or in equity, by assignment or otherwise, in (b) When any action or other legal proceeding has been A.D. 1895. Who to be deemed a contributory in the event of the Company being wound up. Power of Court to restrain further proceedings. Effect of order for winding-up Company. Provision in case of unregistered Company. Companies. by delivering it to the Secretary or some Director or principal officer of the Company, or by other wise serving the same in such manner as the Court may approve or direct, the Company has not, within ten days after service of such notice paid, secured, or compounded for such debt or demand, or procured such action or other legal proceedings to be stayed, or indemnified the defendant to his reasonable satisfaction against all costs, damages, and expenses to be incurred by him by reason of the same: (c) When execution or other process issued on a judgment, decree, or order obtained in any Court in favour of any creditor in any proceeding instituted by such creditor against the Company, or against any member thereof as such, or against any person authorised to be sued as nominal defendant on behalf of the Company, is returned unsatisfied: (d) When it is otherwise proved to the satisfaction of the Court that the Company is unable to pay its debts. 21-(1.) In the event of an unregistered Company being wound up, every person shall be deemed to be a contributory who is liable at law or in equity to pay or contribute to the payment of any debt or liability of the Company, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members amongst themselves, or to pay or to contribute to the payment of the costs, charges, and expenses of winding up the Company; and every such contributory shall be liable to contribute to the assets of the Company in the course of the winding-up all sums due from him in respect of any such liability as aforesaid. (2.) In the event of the death or the insolvency of any contributory, or the marriage of any female contributory, the provisions of the principal Act with respect to the representatives of a deceased contributory, and to the trustees of an insolvent contributory, and to the consequences of the marriage of a female contributory, shall apply. 22 The Court may, at any time after the presentation of a petition for winding up an unregistered Company, and before making an Order for winding up the Company, upon the application of any creditor of the Company, restrain further proceedings in any action or legal proceeding against any contributory of the Company as well as against the Company, upon such terms as the Court thinks fit. 23 When an Order has been made for winding up an unregistered Company no action or other legal proceeding shall be commenced or proceeded with against any contributory of the Company in respect of any debt of the Company, except with the leave of the Court, and subject to such terms as the Court may impose. 24-(1.) If any unregistered Company has no power to sue and be sued in a common name, or if for any other reason it appears expedient, the Court may, by the Order made for winding up such Company or by |