is adjourned and the resolution is passed at an adjourned A.D. 1927. meeting, any resolution passed at the meeting of the creditors held in pursuance of subsection (2) of this section shall have effect as if it had been passed 5 immediately after the passing of the resolution for winding-up the company.

(8) In the case of every voluntary winding-up to which the provisions of this section apply, the provisions of the principal Act relating to voluntary winding10 up shall have effect subject to the foregoing provisions of this section and to the following modifications:

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30

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(a) paragraph (ii) of section one hundred and eighty-
six of the principal Act so far as it gives power
to appoint liquidators shall not apply, and the
power under the said paragraph of fixing the
remuneration of liquidators, and the power
under paragraph (iii) of that section of sanc-
tioning the continuance of the powers of the
directors of the company, shall be exerciseable
by the committee of inspection or, if there is
no such committee, by the creditors instead
of by the company in general meeting:
(b) a vacancy occurring in the office of liquidator
shall be filled by the creditors instead of in
manner provided by section one hundred and
eighty-nine of the principal Act:

(c) the powers of the liquidator under section one
hundred and ninety-two and section two hun-
dred and fourteen of the principal Act (which
relate respectively to the power of the liquidator
of a company to accept shares as consideration
for the sale of the property of the company
and to general schemes of liquidation) shall not
be exercised except with the sanction either of
the court or of the committee of inspection :
(d) subsection (2) of section one hundred and ninety-
four and section one hundred and ninety-five
of the principal Act shall have effect as though
the references therein to general meetings of
the company included references to meetings of
the creditors:

(e) paragraph (b) of subsection (1) of section two

A.D. 1927.

Disclaimer of onerous property. [R. 80, VI.]

shall have effect as though for the words " as
"the company by extraordinary resolution
"directs" there were substituted the words
as the committee of inspection or, if there is
no such committee, as the creditors of the 5
company may direct."

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(9) If default is made

with the

(a) by the company in complying with

requirements of subsection (2) of this section; (b) by the directors of the company in complying 10 with the requirements of subsection (3) of this section;

(c) by any director of the company in complying with the requirements of subsection (4) of this section;

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the company, directors or director, as the case may be, shall be liable to a fine not exceeding one hundred pounds, and, in the case of default by the company, every director, manager, secretary or other officer of the company who knowingly and wilfully authorises or 20 permits the default shall be liable to the like penalty.

(10) Section one hundred and eighty-eight of the principal Act (which relates to the rights of the creditors of a company in a voluntary winding-up) and section. one hundred and ninety of the principal Act (which 25 provides for the delegation of a company's authority to appoint liquidators) shall cease to have effect.

(11) Section two hundred and thirty-seven of the principal Act (which gives power to make general rules with respect to the winding-up of companies in England) 30 shall extend so as to authorise the making of rules for carrying into effect the objects of this section.

62. (1) Where any part of the property of a company in liquidation consists of land of any tenure burdened with onerous covenants, of shares or stock in 35 companies, of unprofitable contracts, or of any other property that is unsaleable, or not readily saleable, by reason of its binding the possessor thereof to the performance of any onerous act, or to the payment of any sum of money, the liquidator the liquidator of the company, notwith- 40 standing that he has endeavoured to sell or has taken possession of the property, or exercised any act of

ownership in relation thereto, may, with the leave of A.D. 1927. the court and subject to the provisions of this section, by writing signed by him, at any time within twelve months after the commencement of the winding-up or 5 such extended period as may be allowed by the court, disclaim the property:

Provided that, where any such property has not come to the knowledge of the liquidator within one month after the commencement of the winding-up, the 10 power under this section of disclaiming the property may be exercised at any time within twelve months after he has become aware thereof or such extended period as may be allowed by the court.

(2) The disclaimer shall operate to determine, as 15 from the date of disclaimer, the rights, interests, and liabilities of the company, and the property of the company, in or in respect of the property disclaimed, but shall not, except so far as is necessary for the purpose of releasing the company and the property of the 20 company from liability, affect the rights or liabilities of any other person.

(3) The court, before or on granting leave to disclaim, may require such notices to be given to persons interested, and impose such terms as a condition of 25 granting leave, and make such other order in the matter as the court thinks just.

(4) The liquidator shall not be entitled to disclaim any property under this section in any case where an application in writing has been made to him by any 30 persons interested in the property requiring him to decide whether he will or will not disclaim, and the liquidator has not, within a period of twenty-eight days after the receipt of the application or such further period as may be allowed by the court, given notice to the 35 applicant that he intends to apply to the court for leave to disclaim, and, in the case of a contract, if the liquidator, after such an application as aforesaid, does not within the said period or further period, disclaim the contract, the company shall be deemed to have 40 adopted it.

(5) The court may, on the application of any person who is, as against the liquidator, entitled to the benefit

^.D. 1927. or subject to the burden of a contract made with the company, make an order rescinding the contract on such terms as to payment by or to either party of damages for the non-performance of the contract, or otherwise as the court thinks just, and any damages payable under the 5 order to any such person may be proved by him as a debt in the winding-up.

(6) The court may, on an application by any person who either claims any interest in any disclaimed property or is under any liability not discharged by this 10 Act or the principal Act in respect of any disclaimed property and on hearing any such persons as it thinks fit, make an order for the vesting of the property in or the delivery of the property to any persons entitled thereto, or to whom it may seem just that the property should 15 be delivered by way of compensation for such liability as aforesaid, or a trustee for him, and on such terms as the court thinks just, and on any such vesting order being made, the property comprised therein shall vest accordingly in the person therein named in that behalf 20 without any conveyance or assignment for the purpose :

Provided that, where the property disclaimed is
of a leasehold nature, the court shall not make a vesting
order in favour of any person claiming under the com-
pany, whether as under-lessee or as mortgagee by demise, 25
except upon the terms of making that person-

(a) subject to the same liabilities and obligations
as those to which the company was subject
under the lease in respect of the property at
the commencement of the winding-up; or
(b) if the court thinks fit, subject only to the same
liabilities and obligations as if the lease had been
assigned to that person at that date;

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and in either event (if the case so requires) as if the lease
had comprised only the property comprised in the 35
vesting order, and any mortgagee or under-lessee de-
clining to accept a vesting order upon such terms shall
be excluded from all interest in and security upon the
property, and, if there is no person claiming under the
company who is willing to accept an order upon such 40
terms, the court shall have power to vest the estate and
interest of the company in the property in any person
liable either personally or in a representative character,

and either alone or jointly with the company to perform A.D. 1927. the lessee's covenants in the lease, freed and discharged from all estates, incumbrances and interests created therein by the company.

5 (7) Any person injured by the operation of a disclaimer under this section shall be deemed to be a creditor of the company to the amount of the injury, and may accordingly prove the amount as a debt in the winding-up.

63.-(1) Where a

execution or

creditor has issued execution Restriction 10 against the goods or lands of a company or has attached of rights of any debt due to the company, and the company is creditor in subsequently wound up, he shall not be entitled to attachretain the benefit of the execution or attachment against ment. the liquidator in the winding-up of the company unless [R. 80, VII.] 15 he has completed the execution or attachment before the commencement of the winding-up:

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Provided that

(a) where any creditor has had notice of a meeting
having been called at which there is to be
proposed a resolution under section one
hundred and eighty-two of the principal Act
to wind up the company voluntarily, the
date on which the creditor so had notice
shall for the purposes of the foregoing pro-
vision be substituted for the date of the
commencement of the winding-up; and
(b) a person who purchases in good faith under a
sale by the sheriff any goods of a company
on which an execution has been levied shall
in all cases acquire a good title to them
against the liquidator.

(2) For the purposes of this section an execution against goods shall be taken to be completed by seizure and sale, and an attachment of a debt shall be deemed to 35 be completed by receipt of the debt, and an execution against land shall be deemed to be completed by seizure and, in the case of an equitable interest, by the appointment of a receiver.

(3) In this section and the next following section 40 of this Act the expression "goods" includes all chattels personal, and the expression "sheriff" "sheriff" includes any