(2 ) Where a company is being wound up voluntarily, a petition may be presented by the Master or by any
other person authorized in that behalf under subsection (1 ) but the court shall not make a winding-up order on the
petition unless it is satisfied that the voluntary winding up cannot be continued with due regard to the interests of
the creditors or contributories.
208 Powers of court on hearing petitions
(1 ) On hearing the petition the court may dismiss it with or without costs or adjourn the hearing condition ally
or unconditionally or make any interim order or any other order that 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
equal to or in excess of those assets or that the company has no assets.
(2 ) Where the petition is presented by members of the company as contributories on the ground that it is just
and equitable that the company should be wound up, the court, if it is of the opinion—
(a ) that the petitioners are entitled to relief either by winding up the company or by some other means; or
(b ) that in the absence of any other remedy it would be just and equitable that the company should be
wound up;
shall make a winding-up order, unless it is also of the opinion both that some other remedy is available to the
petitioners and that they are acting unreasonably in seeking to have the company wound up instead of pursuing
that other remedy.
(3 ) Where the petition is presented on the ground of default in delivering the statutory report to the Registrar
or in holding the statutory meeting, the court may—
(a ) instead of making a winding-up order, direct that the statutory report shall be delivered or that a meeting
shall be held; and
(b ) order the costs to be paid by any persons who, in the opinion of the court, are responsible for the default.
209 Court may stay or restrain proceedings against company
At any time after the presentation of a petition for winding up and before a winding-up order has been made,
the company or any creditor or contributory may—
(a ) where any action or proceeding by or against the company is pending in any court of law in Zimbabwe,
apply to such court for a stay of proceedings therein;
(b ) where any other action or proceeding is being or about to be instituted against the company, apply to the
court to which the petition for winding up has been presented for an order restraining further proceedings in the action or proceeding;
and the court to which application is so made may, as the case may be, stay or restrain the proceedings accordingly on such terms as it thinks fit.
210 Commencement of winding up by court
(1 ) Where, before the presentation of a petition for the winding up of a company by the court, a resolution
has been passed by the company for voluntary winding up, the winding up of the company shall be deemed to
have commenced at the time of the passing of the resolution.
(2 ) In any other case, the 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.
(3 ) Where the court adjourns the hearing of an application for the winding up of a company by the court, the
applicant shall, unless the court orders to the contrary, advertise the application and the adjournment in the Gazette.
211 Court may adopt proceedings of voluntary winding up
Where a company is being wound up voluntarily and an order is made for its winding up by the court, the
court may, if it thinks fit, by the same or any subsequent order, confirm all or any of the proceeding s in the voluntary winding up.
Consequences of Winding-Up Order
212 Effect of winding-up order
An order for winding up a company shall operate in favour of all the creditors and of all the contributories of
the company as if the petition had been presented by all creditors and contributories jointly.
213 Action stayed and avoidance of certain attachments, executions and dispositions and
alteration of status
In a winding up by the court—
(a ) no action or proceeding 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;
(b ) any attachment or execution put in force against the assets of the company after the commencement of
the winding up shall be void;
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