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of <h1>Section 319 allowed liquidator in voluntary winding up to transfer business, take non-cash consideration, and protect dissenting members.</h1> Section 319 of the Companies Act, 2013 (now omitted) empowered the Company Liquidator, in a voluntary winding up, to transfer or sell the whole or part of the company's business or property to another company, with prior special resolution. As consideration, the liquidator could accept shares, policies, or similar interests in the transferee company for distribution to members, or arrange for members to receive non-cash benefits or profit participation, subject to secured creditors' consent. Such arrangements bound all members, though dissenting members who did not vote in favour and notified dissent in writing within seven days could require the liquidator to abstain or to purchase their interest at an agreed or professionally valued price.
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