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TMI Blog1957 (3) TMI 43X X X X Extracts X X X X X X X X Extracts X X X X ..... id resolution runs as follows: "That the company be wound up voluntarily and that Mr. T.A. Marsden, Dr. John Stevenson and Mr. C.R. Sharp of Messrs. Sharp Tannan, Chartered Accountants, Bombay, be and they are hereby appointed liquidators for the purpose of such winding up with all the powers enumerated at clauses ( i ) to ( iv ) of sub-section (2) of section 457 of the Companies Act, 1956, at a remuneration of Rs. 15,000 and the right to charge additionally for any work done in a professional capacity." The lands, buildings, plants, machinery, stores and other assets of the company have been agreed to be sold by the liquidators to Messrs. Prakash Co. at or for the price of Rs. 7,36,000. The purchasers have insisted that the liquida ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y balance against his estate, and to receive dividends in the insolvency, in respect of that balance, as a separate debt due from the insolvent, and rateably with the other separate creditors ; ( iii )to draw, accept, make and indorse any bill of exchange, hundi or promissory note in the name and on behalf of the company, with the same effect with respect to the liability of the company as if the bill, hundi, or note had been drawn, accepted, made or indorsed by or on behalf of the company in the course of its business ; ( iv )to take out, in his official name, letters of administration to any deceased contributory, and to do in his official name any other act necessary for obtaining payment of any money due from a contributory or his ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers given by this Act to the liquidator in a winding up by the court; ( c )exercise the power of the court under this Act of settling a list of contributories (which shall be prima facie evidence of the liability of the persons named therein to be contributories) ; ( d )exercise the power of the court of making calls ; ( e )call general meetings of the company for the purpose of obtaining the sanction of the company by ordinary or special resolution, as the case may require, or for any other purpose he may think fit. (2) The exercise by the liquidator of the powers given by clause ( a ) of sub-section (1) shall be subject to the control of the court; and any creditor or contributory may apply to the court with respect to any exer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ction 512(1)( a ). What is urged on behalf of the liquidators is that in a members' voluntary winding up, with the sanction of a special resolution of the company, they can exercise any of the powers referred to in sub-clauses ( i ) to ( iv ) of sub-section (2) of section 457 and without any sanction from any one they can exercise any of the powers referred to in sub-clauses ( a ) to ( e ) of sub-section (1) of section 457. It is urged on behalf of the purchasers, Messrs. Prakash Co., that the powers given by the Act have to be exercised subject to the conditions laid down for the exercise of such powers by the Act. It is contended that as the liquidator in a winding up by the court is given the power under section 457(1)( c ) to sell the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions appearing in the English Companies Act, 1929, and the English Companies Act, 1948. The language used in the English Acts is slightly different from the language of the Indian enactments. There the words used are "without sanction" simpliciter instead of the words "without the sanction referred to in clause ( a )". In my view, the meaning to be given to the words used in section 512(1)( b ) must be the same when a company is being wound up in a members' voluntary winding up as in the case when a company is being wound up in a creditors' voluntary winding up. It seems fairly clear that as far as a creditors' voluntary winding up is concerned, no sanction of the court is required for the exercise of the powers referred to in section 51 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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