The Court may, at any time after the presentation of a petition for winding up a company under this Law, 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 action, suit or proceeding against the company upon such terms as the Court thinks fit; and the Court may also, at any time after the presentation of such petition and before the first appointment of liquidators, appoint provisionally an official liquidator of the estate and effects of the company. Court may grant injunction 55 Companies Law (2004 Revision) 100. Upon hearing the petition the Court may dismiss the same with or without costs, may adjourn the hearing conditionally or unconditionally and may make any interim order or any other order that it thinks just, and any such order shall be published by Government Notice. Powers of Court on hearing of petition 101. When an order has been made for winding up a company no suit, action or other proceeding shall be proceeded with or commenced against the company except with the leave of the Court and subject to such terms as the Court may impose. Stay of proceedings after order for winding up 102. When an order has been made for winding up a company a copy of such order shall forthwith be forwarded by the company to the Registrar, who shall make a minute thereof in his books relating to the company. Copy of order to be forwarded to Registrar 103. The Court may, at any time after an order has been made for winding up a company, upon the application by motion of any creditor or contributory of the company, and upon proof to the satisfaction of the Court that all proceedings in relation to such winding up ought to be stayed, make an order staying the same either altogether or for a limited time, on such terms and subject to such conditions as it thinks fit, and any such order shall be published by Government Notice. Power of Court to stay any proceedings 104. When an order has been made for winding up a company limited by guarantee and having a capital divided into shares, any share capital that may not have been called up shall be deemed to be assets of the company, and to be a debt of the nature of a specialty due to the company from each member to the extent of any sums that may be unpaid on any shares held by him and payable at such time as may be appointed by the Court. Effect of order on share capital of company limited by guarantee 105. The Court may, as to all matters relating to the winding up, have regard to the wishes of the creditors or contributories, as proved to it by any sufficient evidence, and may, if it thinks it expedient, direct meetings of the creditors or contributories to be summoned, held and conducted in such manner as the Court directs for the purpose of ascertaining their wishes and may appoint a person to act as chairman of any such meeting, and to report to the Court the result of such meeting; and regard shall be had, as respects creditors, to the value of the debts due to each creditor, and as respects contributories, to the number of votes conferred on each contributory by the regulations of the company. Court may have regard to wishes of creditors or contributories Official Liquidators 106. For the purpose of conducting the proceedings in winding up a company and assisting the Court therein, there may be appointed one or more than one person to be called an official liquidator or official liquidators; and the Court may Appointment of official liquidator 56 Companies Law (2004 Revision) appoint to such office such person or persons, either provisionally or otherwise, as it thinks fit, and if more persons than one are appointed to such office, the Court shall declare whether any act hereby required or authorised to be done by the official liquidator is to be done by all or any or more of such persons. The Court may also determine whether any and what security is to be given by an official liquidator on his appointment; if no official liquidator is appointed, or during any vacancy in such office, all the property of the company shall be in the custody of the Court. 107. (1) Any official liquidator may resign or be removed by the Court on due cause shown; and any vacancy in the office of an official liquidator appointed by the Court shall be filled by the Court. Resignations, removals, filling of vacancies and compensation (2) 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 than one are appointed such remuneration shall be distributed amongst them in such proportions as the Court directs. 108. An official liquidator shall be described by the style of official liquidator of the particular company in respect of which he is appointed, and not by his individual name; he shall take into his custody or under his control all the property, effects and things in action to which the company is or appears to be entitled, and shall perform such duties in reference to the winding up of the company as may be imposed by the Court. Style and duties of official liquidators 109. An official liquidator shall have power, with the sanction of the Court- Powers of official liquidator (a) to bring or defend any action, suit, prosecution or other legal proceedings, whether civil or criminal, in the name and on behalf of the company; (b) to carry on the business of the company, so far as may be necessary for the beneficial winding up thereof; (c) to sell the real and personal property, effects and things in action of the company by public auction or private contract, with power to transfer the whole thereof to any person or company, or to sell the same in parcels; (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, any seal of the company; (e) to prove, rank, claim and draw a dividend in the matter of the bankruptcy or insolvency of any contributory, for any balance against the estate of such contributory, and to take and receive dividends in respect of such balance, in the matter of bankruptcy or insolvency as a separate debt due from such bankruptcy or insolvency, and rateably with the other separate creditors; 57 Companies Law (2004 Revision) (f) to draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the company, and from time to time to raise upon the security of the assets of the company any requisite sum or sums of money; and the drawings, accepting, making or endorsing of every such bill of exchange or promissory note as aforesaid on behalf of the company shall have the same effect with respect to the liability of such company as if such bill or note had been drawn, accepted, made or endorsed by or on behalf of such company in the course of the carrying on of the business thereof; (g) to take out, if necessary, in his official name, letters of administration to any deceased contributory, and to do in his official name any other act that may be necessary for obtaining payment of any moneys due from a contributory or from his estate, but cannot be conveniently done in the name of the company, and in any such case any moneys due shall, for the purpose of enabling him to take out such letters or recover such moneys, be deemed to be due to the official liquidator himself; and (h) to do and execute all such other things as may be necessary for winding up the affairs of the company and distributing its assets. 110. The Court may, by any order, provide that the official liquidator may exercise any of the powers listed in section 109 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. Discretion of official liquidator 111. The official liquidator may, with the sanction of the Court, appoint an attorney-at-law to assist him in the performance of his duties. Appointment of attorney to official liquidator Ordinary Powers of Court 112. (1) Subject to subsection (2), as soon as may be after making an order for winding up the company, the Court shall settle a list of contributories and may rectify the register of members in all cases where such rectification is required in pursuance of this Law, and shall cause the assets of the company to be collected and applied in discharge of its liabilities. Collection and application of assets (2) The collection in and application of the assets of the company referred to in subsection (1) is without prejudice to and after taking into account and giving effect to the rights of preferred and secured creditors to any agreement between the company and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any rights of set-off or netting of claims between the company and any persons, 58 Companies Law (2004 Revision) whether conferred by agreement or law, and subject to any agreement between the company and any persons to waive or limit the same. 113. In settling the list of contributories the Court shall distinguish between persons who are contributories as being representatives of or being liable for the debts of others; it shall not be necessary, where the personal representative of any deceased contributory is placed on the list, to add the heirs or devisees of such contributory, nevertheless such heirs or devisees may be added as and when the Court thinks fit. Provisions as to representative contributories 114. The Court may, at any time after making an order for winding up a company, require any contributory for the time being settled on the list of contributories, trustee, receiver, banker or agent or officer of the company to pay, deliver, convey, surrender or transfer forthwith or within such time as the Court directs, to or into the hands of the official liquidator, any sum or balance and any books, papers, estate or effects which happen to be in his hands for the time being, and to which the company is prima facie entitled. Power to require delivery of property 115. (1) The Court may, at any time after making an order for winding up the company, make an order on any contributory for the time being on the list of contributories, directing payment to be made, in manner directed by the order, of any moneys due from him or from the estate of the person whom he represents, to the company, exclusive of any moneys payable by him or the estate by virtue of any call made or to be made by the Court in pursuance of this Part. Power to order payment of debts by contributory (2) The Court may, in making such order when the company is not limited, allow to such contributory by way of set-off any moneys due to him or the estate which he represents from the company on any independent dealing or contract with the company, but not any moneys due to him as a member of the company in respect of any dividend or profit. (3) When all the creditors of any company whether limited or unlimited are paid in full, any moneys due on any account whatever to any contributory from the company may be allowed to him by way of set-off against any subsequent call or calls. 116. The Court may, at any time after making an order for winding up a company and either before or after it has ascertained the sufficiency of the assets of the company, make calls on and order payment thereof by all or any of the contributories for the time being on the list of contributories, to the extent of their liability, for payment of all or any sum it thinks necessary to satisfy the debts and liabilities of the company, and the costs, charges and expenses of winding it up, and for the adjustment of the rights of the contributories amongst themselves, and it may, in making a call, take into consideration the probability that some of the Power to make calls 59 Companies Law (2004 Revision) contributories upon whom the call is made may partly or wholly fail to pay their respective portions of the same. 117. The Court may order any contributory, purchaser or other person from whom money is due to the company to pay the same into a bank to the account of the official liquidator, and such order may be enforced in the same manner as if it had directed payment to the official liquidator. Power to order payment into bank 118. All moneys, bills, notes and other securities paid and delivered into a bank in the event of a company being wound up by the Court, shall be subject to such order and regulation for the keeping of the account of such moneys and other effects, and for the payment and delivery in or investment and payment and delivery out of the same as the court may direct. Regulation of account 119. If any person made a contributory as personal representative of a deceased contributory makes default in paying any sum ordered to be paid by him, proceedings may be taken for administering either or both the personal and real estate of such deceased contributory, and of compelling payment thereout of the moneys due. Default by representative contributory 120. Any order made by the Court in pursuance of this Law upon any contributory shall, subject to the provisions herein contained for appealing against such order, be conclusive evidence that the moneys, if any, thereby appearing to be due or ordered to be paid, are due, and all other pertinent matters stated in such order are to be taken to be truly stated as against all persons, and in all proceedings whatsoever, with the exception of proceedings taken against the real estate of any deceased contributory, in which case such order shall be only prima facie evidence for the purpose of charging his real estate, unless his heirs or devisees were on the list of contributories at the time of the making of the order. Order to be conclusive evidence 121. The Court may fix a certain day or certain days on or within which creditors of the company are to prove their debts or claims, or to be excluded from the benefit of any distribution made before such debts are proved. Power to exclude creditors not proving within time fixed 122. The Court shall adjust the rights of the contributories amongst themselves, and distribute any surplus that may remain amongst the parties entitled thereto. Court to adjust rights of contributories 123. The Court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the payment out of the assets of the company of the costs, charges and expenses incurred in winding up any company in such order of priority as the Court thinks just. Order as to costs 124. When the affairs of the company have been completely wound up, the Court shall make an order that the company be dissolved from the date of such order, and the company shall be dissolved accordingly. Dissolution of company 60 Companies Law (2004 Revision) 125. Any order so made shall be reported by the official liquidator to the Registrar, who shall make a minute accordingly in his books of the dissolution of such company. Registrar to record dissolution 126. If the official liquidator makes default in reporting to the Registrar, in the case of a company being wound up by the Court, the order that the company be dissolved, he shall be liable on summary conviction to a penalty of ten dollars for every day during which he is so in default. Penalty for not reporting dissolution of company Extraordinary Powers of Court 127. (1) The Court may, after it has made an order for winding up the company, summon before it any officer of the company or person known or suspected to have in his possession any of the estate or effects of the company, or supposed to be indebted to the company, or any person whom the Court may think capable of giving information concerning the trade, dealings, estate or effects of the company; and the Court may require any such officer or person to produce any books, papers, deeds, writings or other documents in his custody or power relating to the company. Power of Court to summon persons suspected of having property of company (2) If any person so summoned, after being tendered a reasonable sum for his expenses refuses to come before the Court at the time appointed, not having a lawful impediment (made known to the Court at the time of its sitting, and allowed by it), the Court may cause such person to be apprehended and brought before the Court for examination; nevertheless, where any person claims any lien on papers, deeds, writings or documents produced by him, such production shall be without prejudice to such lien, and the Court shall have jurisdiction in the winding up to determine all questions relating to such lien. 128. The Court may examine upon oath, either orally or upon written interrogatories, any person appearing or brought before it in manner aforesaid concerning the affairs, dealings, estate or effects of the company, and may reduce into writing the answers of every such person, and require him to subscribe the same. Examination of parties by Court 129. The Court may, at any time before or after it has made an order for winding up a company, upon proof being given that there is probable cause for believing that any contributory to such company is about to quit the Islands or otherwise abscond, or to remove or conceal any of his goods or chattels, for the purpose of evading payment of calls, or avoiding examination in respect of the affairs of the company, cause such contributory to be arrested, and his books, papers, moneys, securities for moneys, goods and chattels to be seized, and him and them to be safely kept until such time as the Court may order. Power to arrest contributory in certain cases 61 Companies Law (2004 Revision) 130. Any powers by this Law conferred on the Court shall be deemed to be in addition to and not in restriction of any other powers subsisting either at law or in equity of instituting proceedings against any contributory or the estate of any contributory or against any debtor of the company for the recovery of any call or other sums due from such contributory or debtor or his estate, and such proceedings may be instituted accordingly. Powers of Court cumulative Enforcement Orders 131. (1) All orders made by the Court under this Law may be enforced in the same manner in which orders of such Court made in any suit pending therein may be enforced. Power to enforce orders (2) Appeals from any order or decision made or given in the matter of winding up of a company before the Judge may be made to the Court of Appeal, in the same manner, and subject to the same rules and conditions as an appeal from any order or decision of the Court. Voluntary Winding up of Company 132. Subject to section 200(3), a company may be wound up voluntarily- Circumstances in which company may be wound up voluntarily (a) when the period, if any, fixed for the duration of the company by the articles of association expires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by the articles of association that the company is to be dissolved, and the company has, by resolution of its members, adopted a resolution requiring the company to be wound up voluntarily; or (b) if the company has passed a special resolution requiring the company to be wound up voluntarily. 133. (1) A voluntary winding up and dissolution is to be taken to have commenced- Commencement of voluntary winding up [...]