Section 333 — Disclaimer of onerous property

(1) Where any part of the property of a company which is
being wound up consists of—
(a) land of any tenure, burdened with onerous covenants;
(b) shares or stocks in companies;
(c) any other property which is not saleable or is not readily saleable by reason of the possessor
thereof being bound either to the performance of any onerous act or to the payment of any sum of
money; or
(d) unprofitable contracts,
the Company Liquidator may, notwithstanding that he has endeavoured to sell or has taken possession of
the property or exercised any act of ownership in relation thereto or done anything in pursuance of the
contract, with the leave of the Tribunal and subject to the prov isions of this section, by writing signed by
him, at any time within twelve months after the commencement of the winding up or such extended period
as may be allowed by the Tribunal, disclaim the property:
Provided that where the Company Liquidator had not become aware of the existence of any such
property within one month from the commencement of the winding up, the power of disclaiming the
property may be exercised at any time within twelve months after he has become aware thereof or such
extended period as may be allowed by the Tribunal.
(2) The disclaimer shall operate to determine, as from the date of disclaimer, the rights, interest and
liabilities of the company in or in respect of the property disclaimed, but shall not, except so far as is
necessary for the purpose of releasing the company and the property of the company from liability, affect
the rights, interest or liabilities of any other person.
(3) The Tribunal, before or on granting leave to disclaim, may require such notices to be given to
persons interested, and impose such terms as a condition of granting leave, and make such other order in
the matter as the Tribunal considers just and proper.
(4) The Company Liquidator shall not be entitled to disclaim any property in any case where an
application in writing has been made to him by any person interested in the property requiring him to decide
whether he will or will not disclaim and the Company Liquidator has not, within a period of twenty -eight
days after the receipt of the application or suc h extended period as may be allowed by the Tribunal, give
notice to the applicant that he intends to apply to the Tribunal for leave to disclaim, and in case the property
is under a contract, if the Company Liquidator after such an application as aforesaid does not within the
said period or extended period disclaim the contract, he shall be deemed to have adopted it.
(5) The Tribunal may, on the application of any person who is, as against the Company Liquidator,
entitled to the benefit or subject to the bu rden of a contract made with the company, make an order
rescinding the contract on such terms as to payment by or to either party of damages for the non-
performance of the contract, or otherwise as the Tribunal considers just and prope r, and any damages
payable under the order to any such person maybe proved by him as a debt in the winding up.
(6) The Tribunal may, on an application by any person who either claims any interest in any disclaimed
property or is under any liability not dis charged under this Act in respect of any disclaimed property, and

after hearing any such persons as it thinks fit, make an order for the vesting of the property in, or the delivery
of the property to, any person entitled thereto or to whom it may seem just that the property should be
delivered by way of compensation for such liability as aforesaid, or a trustee for him, and on such terms as
the Tribunal considers just and proper, and on any such vesting order being made, the property comprised
therein shall vest accordingly in the person named therein in that behalf without any conveyance or
assignment for the purpose:
Provided that where the property disclaimed is of a leasehold nature, the Tribunal shall not make a
vesting order in favour of any person claiming under the company, whether as under-lessee or as mortgagee
or holder of a charge by way of demise, except upon the terms of making that person—
(a) subject to the same liabilities and obligations as those to which the company was subject under
the lease in respect of the property at the commencement of the winding up; or
(b) if the Tribunal thinks fit, subject only to the same liabilities and obligations as if the lease had
been assigned to that person at that date,
and in either event as if the lease had comprised only the property comprised in the vesting order, and any
mortgagee or under-lessee declining to accept a vesting order upon such terms shall be excluded from all
interest in, and security upon the property, and, if there is no person claimi ng under the company who is
willing to accept an order upon such terms, the Tribunal shall have power to vest the estate and interest of
the company in the property in any person liable, either personally or in a representative character, and
either alone or jointly with the company, to perform the covenants of the lessee in the lease, free and
discharged from all estates, encumbrances and interests created therein by the company.
(7) Any person affected by the operation of a disclaimer under this section s hall be deemed to be a
creditor of the company to the amount of the compensation or damages payable in respect of such effect,
and may accordingly prove the amount as a debt in the winding up.