Provision and Effect of Security for Payment of Debts 246 Provision and effect of security (1 ) If it is proposed to wind up a company voluntarily, the directors of the company may, prior to the date of the notices of the meeting at which the resolution for the winding up of the company is to be proposed, furnish security to the satisfaction of the Master for the payment of the debts of the company within a period not exceeding twelve months from the commencement of the winding up and may recover from the company any costs reasonably incurred by them in furnishing such security: Provided that the Master may dispense with such security if — (a ) a majority of the directors of the company furnish him with a sworn statement supported by a certificate from the auditors of the company that the company has no liabilities; or (b ) each of the directors of the company furnishes him with a sworn statement that the company has no liabilities. (2 ) A winding up in the case of which such security has been furnished or dispensed with in accordance with subsection (1) is in this Act referred to as a “members’ voluntary winding up” and a winding up in the case of which security has neither been furnished nor dispensed with as aforesaid is in this Act referred to as “a creditors’ voluntary winding up”. Provisions Specially Applicable to Members’ Voluntary Winding Up 247 Application of sections Sections two hundred and forty-eight to two hundred and fifty shall apply in relation to a members’ voluntary winding up. 248 Appointment, powers and remuneration of liquidator (1 ) The company in general meeting shall, subject to section two hundred and seventy-four, appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company and may fix the remuneration to be paid to him or them and if the company fails to fix the remuneration of the liquidator section two hundred and twenty-six shall apply. (2 ) On the appointment of a liquidator in terms of subsection (1) all the powers of the directors shall cease except so far as the liquidator or the company in general meeting sanctions their continuance. (3 ) The liquidator may, without the sanction of the court, exercise all the powers given by section two hundred and twenty-one in general meeting. 249 Power to fill vacancy in office of liquidator (l) If a vacancy occurs by death, resignation or otherwise in the office of liquidator appointed by the company, the company in general meeting may, subject to section two hundred and forty-eight, fill the vacancy. (2 ) For that purpose a general meeting may be convened by any contributory or by the continuing liquidator or liquidators, if any. (3 ) The meeting shall be held in the manner prescribed by the articles or in such manner as may, on application by any contributory or by the continuing liquidator or liquidators, be determined by the court. 250 Liquidator may accept shares as consideration for sale of property of company (1 ) Where a company is proposed to be or is being wound up voluntarily and the whole o r part of its business or property is proposed to be transferred or sold to another company, whether registered under this Act or not, in this section called the transferee company, the liquidator of the first-mentioned company, in this section called the transferor company, may, with the sanction of a special resolution of that company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive in compensation or part compensation for the transfer or sale, shares, policies or other like interests in the transferee company, for distribution among the members of the transferor company, or may enter into any other arrangement whereby the me mbers of the transferor company may in lieu of receiving cash, shares, policies or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the transferee company. (2 ) Any sale or arrangement made in pursuance of this section shall be binding on the members of the transferor company. (3 ) If any member of the transferor company, who did not vote in favour of the special resolution, expresses his dissent therefrom in writing addressed to the liquidator and left at the registered office of the company within seven days after the passing of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by agreement or by arbitration under the Arbitration Act [Chapter 7:02]. (4 ) If the liquidator elects to purchase the member’s interest, the purchase price shall be paid before the co mpany is dissolved and be raised by the liquidator in such manner as may be determined by special resolution. (5 ) A special resolution shall not be invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but if an order is made