263 Duty of liquidator to call meetings of company and creditors
(1 ) Where a company is being wound up voluntarily, the liquidator may summon general meetings of the
company for the purpose of obtaining the sanction of the company by special resolution or for any other purposes
he may think fit.
(2 ) In the event of the winding up continuing for more than six months, the liquidator shall summon a general
meeting of the company and a meeting of creditors each to be held within one month after the expiration of the
first six months from the commencement of the winding up and within one month after the expiration of each
succeeding period of six months and shall lay before the meetings an account of his acts and dealings and of the
progress of the winding up during the preceding period of six months.
(3 ) If the liquidator fails to comply with subsection (2) he shall be guilty of an offence and liable to a default
fine not exceeding level one.
[Section as amended by Act No. 22 of 2001]
264 Notice to Registrar of confirmation of final account
(1 ) Immediately after the confirmation of the final account the Master shall give notice thereof in writing to
the Registrar, who shall forthwith register it, and on the expiration of three months from the registration of the
notice the company shall be deemed to be dissolved, but without prejudice to the duties of the liquidator or the
powers of the Master under sections two hundred and eighty-four and two hundred and eighty-five:
Provided that—
(i) 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;
(ii) notwithstanding any dissolution as aforesaid, in the event of any property thereafter becoming available
the Master shall give instructions for the realization thereof and the distribution of the proceeds, less the
cost of realization and distribution, to such persons as would have been entitled thereto in the winding
up; and the same shall apply to any moneys becoming so available.
(2 ) The Registrar shall from time to time cause to be published in the Gazette notice of the names of the
companies which are deemed in terms of subsection (1 ) to be dissolved.
265 Savings of rights of creditors and contributories
The voluntary winding up of a company shall not bar the right of any creditor or contributory at any time before its dissolution to have it wound up by the court, but, in the case of an application by a contributory, the court
shall be satisfied that the rights of the contributory will be prejudiced by a voluntary winding up.
Provisions Applicable to Every Mode of Winding Up Company Unable to Pay its Debts
266 Application of sections
Sections two hundred and sixty-seven to two hundred and seventy shall apply in relation to a company being
wound up and unable to pay its debts.
267 Summoning directors and others to attend meetings of creditors
(1 ) In every winding up of a company unable to pay its debts, all the directors of the company, including, if
the Master so directs, any person who has been a director within a period of six months preceding the date on
which the winding up commenced, shall, if required so to do by the Master in writing, attend the first and second
meetings of creditors and every adjourned first and second such meetings.
The directors shall also attend any subsequent meeting of creditors if required to do so by written notice from
the liquidator.
(2 ) The Master or other officer in the Public Service who is to preside or presides at any meeting of creditors
may summon any person who is known or, on reasonable grounds, believed to be in possession of any property
which belongs or belonged to the company or to be indebted to the company or any person who, in the opinion of
the Master or such other officer, may be able to give any material information concerning the company or its
affairs, whether before or after the commencement of the winding up, to appear at such meeting or adjourned
meeting for the purpose of being interrogated under section two hundred and sixty-eight.
(3 ) The Master or such other officer may also summon any person who is known or, upon reasonable
grounds, believed to have in his possession or custody or under his control any book or document containing any
such information as is mentioned in subsection (2) to produce that book or document or an extract therefrom at
any such meeting of creditors.
(4 ) Any person summoned by the Master or other officer in terms of subsection (2) or (3) who fails without
valid excuse—
(a ) to attend any meeting to which he has been so summoned; or
(b ) to produce any book or document or extract from any book or document in his possession or custody or
under his control;
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