319. Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company
(1) Where a company (the transferor company) is proposed to be, or is in the
course of being, wound up voluntarily and the whole or any part of its business or property
is proposed to be transferred or sold to another company (the transferee company), the
Company Liquidator of the transferor company may, with the sanction of a special resolution
of the company conferring on him either a general authority or an authority in respect of any
particular arrangement,—
(a) receive, by way of compensation wholly or in part for the transfer or sale of
shares, policies, or other like interest in the transferee company, for distribution among
the members of the transferor company; or
(b) enter into any other arrangement whereby the members of the transferor
company may, in lieu of receiving cash, shares, policies or other like interest or in
addition thereto, participate in the profits of, or receive any other benefit from, the
transferee company:
Provided that no such arrangement shall be entered into without the consent of the
secured creditors.
(2) Any transfer, sale or other arrangement in pursuance of this section shall be binding
on the members of the transferor company.
(3) Any member of the transferor company who did not vote in favour of the special
resolution and expresses his dissent therefrom in writing addressed to the Company Liquidator,
and left at the registered office of the company within seven days after the passing of the
resolution, may require the liquidator either—
(a) to abstain from carrying the resolution into effect; or
(b) to purchase his interest at a price to be determined by agreement or the
registered valuer.
(4) If the Company Liquidator elects to purchase the member’s interest, the purchase
money, raised by him in such manner as may be determined by a special resolution, shall be
paid before the company is dissolved.