Provisions Applicable to Both Modes of Voluntary Winding Up 255 Application of sections Sections two hundred and fifty-six to two hundred and sixty-five shall apply in relation to both modes of voluntary winding up. 256 Consequences of voluntary winding up The following consequences shall ensue on the voluntary winding up of a company— (a ) the property of the company shall, subject to section two hundred and ninety-one and unless the articles otherwise provide, be distributed amongst the members according to their rights and interests in the company; (b ) the liquidator may exercise the powers of the court under this Act of settling a list of contributories and of making calls and shall adjust the rights of the contributories among themselves; (c) the list of the contributories shall be prima facie evidence of the liability of the persons named therein to be contributories; (d ) when several liquidators are appointed, every power hereby given may be exercised by such one or more of them as may be determined at the time of their appointment or, in default of such de termination, by any number not less than two; (e) if from any cause whatever there is no liquidator acting, the Master may, on the application of a co ntributory or creditor, and subject to section two hundred and seventy-four, appoint a provisional liquidator. 257 Avoidance of transfers after commencement of winding up In a 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 members of the company, made after the commencement of the winding up, shall be void. 258 Notice by liquidator of his appointment Every person appointed liquidator, whether alone or jointly with any other person or persons, in a voluntary winding up shall, within seven days after his appointment, lodge with the Master a notice of his appointment in the prescribed form. If he fails to comply with the requirements of this section 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] 259 Proof of claims (1 ) In a voluntary winding up, all claims against the company shall be proved to the satisfaction of the liquidator, by affidavit, as nearly as may be in the form and containing the particulars prescribed by rules made under section three hundred and fifty-nine and, if the claim is rejected by the liquidator, the claimant may apply to the court by motion to set aside the rejection. (2 ) The liquidator may, with the approval of the Master, fix a time or times within which creditors of the company are to prove their claims or to be excluded from any distribution under any account lodged with the Master before those claims are proved. 260 Arrangement, when binding on company and creditors (1 ) Any arrangement entered into between a company about to be, or being, wound up voluntarily and its creditors shall, subject to any right of review under subsection (2), be binding on the company if sanctioned by a special resolution, and on the creditors if acceded to by three-fourths in value of the creditors present or represented at a meeting duly called by the liquidator for that purpose. (2 ) Any creditor or contributory may, within one month from the completion of the arrangement, bring it u nder review by the court and the court may thereupon, as it thinks fit, amend, set aside or confirm the arrangement. 261 Meetings of creditors and contributories In a voluntary winding up, meetings of creditors and contributories shall, unless otherwise in this Act specially provided, be convened and held in the manner prescribed by rules made under section three hundred and fifty-nine. 262 Power to apply to court (1 ) Where a company is being wound up voluntarily, the liquidator or any contributory or creditor of the company may apply to the court to determine any question arising in the winding up or to exercise, as respects the enforcing of calls 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 court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partially to the application on such terms and conditions as the court thinks fit or may make such other order on the application as the court thinks fit.

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