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Wednesday, January 16, 2008

Court on the application of any of them [Section 492].

Board’s Powers to Cease. On the appointment of a liquidator, all the powers of the Board of Directors and of the Managing or whole-time Director or Manager shall cease except for purpose of giving a notice of such appointment to the Registrar. But their powers may continue if sanctioned by the general body of the shareholders or by the liquidator to the extent of the sanction [Section 491].

4. Notice of Appointment of Liquidator to be Given to Registrar [Section 493]. The company must give notice to the Registrar regarding the appointment of liquidator within 10 days of his appointment. In case of default, the company and every officer of the company (including liquidator) who is in default, shall be punishable with fine which may extend to Rs. 1,000’ for every day during which the default continues.

5. Power of Liquidator to Accept Shares, etc., as Consideration of sale of Property of

the Company [Section 494]. The liquidator may accept shares, policies or like interests in consideration of the sale of the company’s undertaking to another company”, with an object to distribute them amongst the members of transferor company, provided:

(a) a special resolution is passed by the company to that effect; and

(b) he purchases the interest of any dissenting member at a price to be determined

The money to the dissenting members should be paid before the company is dissolved and should be raised in such manner as may be determined by special resolution.

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