COMPANIES ACT, 1929

67

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 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 there-
from 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 in manner
provided by this section.

(4) If the liquidator elects to purchase the member's interest,
the purchase money must be paid before the company 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 liqui-
dators, but, if an order is made within a year for winding up the
company by or subject to the supervision of the court, the special
resolution shall not be valid unless sanctioned by the court.

(6) For the purposes of an arbitration under this section, the
provisions of the Companies Clauses Consolidation Act, 1845, or,
in the case of a winding-up in Scotland, the Companies Clauses Con-
solidation (Scotland) Act, 1845, with respect to the settlement of 8 & 9 Vict. c. 17.
disputes by arbitration, shall be incorporated with this Act, and in
the construction of those provisions this Act shall be deemed to be
the special Act, and ‘“‘the company’ shall mean the transferor
company, and any appointment by the said incorporated provisions
directed to be made under the hand of the secretary, or any two of
the directors, may be made under the hand of the liquidator, or, if
there is more than one liquidator, then of any two or more of the
liquidators.

8 & 9 Vict. c. 16.

235.—(1) In the event of the winding up continuing for more Duty of liqui-
than one year, the liquidator shall summon a general meeting of the Sg
company at the end of the first year from the commencement of the at end of each
winding up, and of each succeeding year, or as soon thereafter as Ye"
may be convenient, and shall lay before the meeting an account of
his acts and dealings and of the conduct of the winding up durine
the preceding year.

(2) If the liquidator fails to comply with this section, he s..
be liable to a fine not exceeding ten pounds.
236.—(1) As soon as the affairs of the company are fully wound
up, the liquidator shall make up an account of the winding up,
showing how the winding up has been conducted and the property

Final meeting
and dissolution.