| 1) |
The liquidator in any winding-up shall have power- |
| a) |
to execute in the name and on behalf of the company all deeds, receipts and other documents, and for that purpose to use the company's seal; |
| b) |
to prove a claim in the estate of any debtor or contributory of the company and receive payment in full or a dividend in respect thereof; |
| c) |
to draw, accept, make and endorse any bill of exchange or promissory note in the name and on behalf of the company: Provided that no liquidator shall, except with the leave of the Court or the authority referred to in subsection (3) or (4), or for the purposes of carrying on the business of the company in terms of subsection (4)(f) have power to impose any additional liabilities upon the company; |
| d) |
to summon any general meeting of the company or the creditors or contributories of the company for the purpose of obtaining its or their authority or sanction with respect to any matter or for such other purposes as he may consider necessary; |
| e) |
subject to the provisions of subsections (3), (4) and (5), to take such measures for the protection and better administration of the affairs and property of the company as the trustee of an insolvent estate may take in the ordinary course of his duties and without the authority of a resolution of creditors. |
| 2) |
Subject to the consent of the Master, a liquidator may, at any time before a general meeting contemplated in subsection (1)(d) is convened for the first time, terminate any lease in terms of which the company is the lessee of movable or immovable property. |
| 2A) |
At any time before a general meeting contemplated in subsection (1)(d) is convened for the first time the liquidator shall, if satisfied that any movable or immovable property of the company ought forthwith to be sold, recommend to the Master in writing accordingly, stating his reasons for such recommendation. |
| 2B) |
The Master may thereupon authorise the sale of such property or any portion thereof on such conditions and in such manner as he may determine: Provided that if such property or a portion thereof is subject to a preferential right, the Master shall not authorise the sale of such property or portion unless the person entitled to such preferential right has given his consent thereto in writing. |
| 3) |
The liquidator of a company- |
| a) |
in a winding-up by the Court, with the authority granted by meetings of creditors and members or contributories or on the directions of the Master given under section 387; |
| b) |
in a creditors' voluntary winding-up, with the authority granted by a meeting of creditors; and |
| c) |
in a members' voluntary winding-up, with the authority granted by a meeting of members, |
shall have the powers mentioned in subsection (4).
| 4) |
The powers referred to in subsection (3) are- |
| a) |
to bring or defend in the name and on behalf of the company any action or other legal proceeding of a civil nature, and, subject to the provisions of any law relating to criminal procedure, any criminal proceedings: Provided that immediately upon the appointment of a liquidator and in the absence of the authority referred to in subsection (3), the Master may authorise, upon such terms as he thinks fit, any urgent legal proceedings for the recovery of outstanding accounts; |
| b) |
to agree to any reasonable offer of composition made to the company by any debtor and to accept payment of any part of a debt due to the company in settlement thereof or to grant an extension of time for the payment of any such debt; |
| c) |
to compromise or admit any claim or demand against the company, including an unliquidated claim; |
| d) |
except where the company being wound up is unable to pay its debts, to make any arrangement with creditors, including creditors in respect of unliquidated claims; |
| e) |
to submit to the determination of arbitrators any dispute concerning the company or any claim or demand by or upon the company; |
| f) |
to carry on or discontinue any part of the business of the company in so far as may be necessary for the beneficial winding-up thereof: Provided that, if he considers it necessary, the liquidator may carry on or discontinue any part of the business of the company concerned before he has obtained the leave of the Court or the authority referred to in subsection (3), but shall not in that event be entitled, as between himself and the creditors or contributories of the company, to include the cost of any goods purchased by him in the costs of the winding-up of the company unless such goods were necessary for the immediate purpose of carrying on the business of the company and there are funds available for payment of the cost of such goods after providing for the costs of winding-up; |
| g) |
to exercise mutatis mutandis the same powers as are by sections 35 and 37 of the Insolvency Act, 1936, (Act No. 24 of 1936), conferred upon a trustee under that Act, on the like terms and conditions as are therein mentioned: Provided that the powers conferred by section 35 aforesaid, shall not be exercised unless the company is unable to pay its debts; |
| h) |
to sell any movable and immovable property of the company by public auction, public tender or private contract and to give delivery thereof; |
| i) |
to perform any act or exercise any power for which he is not expressly required by this Act to obtain the leave of the Court. |
| 5) |
In a winding-up by the Court, the Court may, if it deems fit, grant leave to a liquidator to raise money on the security of the assets of the company concerned or to do any other thing which the Court may consider necessary for winding up the affairs of the company and distributing its assets. |
| 6) |
The Master may restrict the powers of a provisional liquidator. |
Counterfeit Goods Act, 1997
