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<h1>Liquidator Can Distribute Shares in Voluntary Winding-Up Under Section 494, Companies Act 1956; Dissenters Can Demand Buyout</h1> Section 494 of the Companies Act, 1956, allows a liquidator to accept shares or similar interests from a transferee company as consideration for the sale of a transferor company's property during voluntary winding-up. With a special resolution, the liquidator can distribute these interests among the transferor company's members or arrange for them to participate in the transferee company's profits. Dissenting members can demand the liquidator either halt the resolution or buy their interest at an agreed or arbitrated price. The Arbitration Act, 1940, applies to disputes, and special resolutions require Tribunal sanction if winding-up occurs within a year.