Francis Beaufort Palmer.

Company precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) online

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JUEISDICTION IS GIVEN UNDEE THE AcTS.

Hearing of Petitions and Orders made theremi.

18. After a petition has been presented, the petitioner shall, on a day to be Attendance
appointed by the registrar, not less than two days before the day appointed for the before hear-
hearing of the petition, attend before the registrar and satisfy him that the petition iuo- to show
has been duly advertised, that the prescribed affidavit verifying the statements compliance
therein and the affidavit of service (if any) have been duly filed, and that the pro- with rules as
visions of the rules as to petitions for winding-up companies have been duly to petition,
complied with by the petitioner. No order for the winding-up of a company shuil p. 76

be made on the petition of any petitioner who has not, prior to the hearing of the
petition, attended before the registrar at the time appointed and satisfied him in
manner requii-ed by this rule.

19. Every advertisement of a petition shall contain a note at the foot thereof Form of ai-
stating that any person who intends to appear on the hearing of the petition, either vertisemcnt
to oppose or support, must send notice of his intention to the petitioner within the of petition,
time and in the manner prescribed by the next succeeding rule ; and an advertise- Form 3 [36].
ment of a petition for the winding-up of a company by the Coui't which does not p. 62
contain such a note shall be deemed irregular.

20. Every person who intends to appear on the hearing of a petition shall serve Notice by
on, or send by post, notice in writing of his intention to the petitioner at the address persons who
stated in the advertisement of the petition. The notice shall be signed by such intend to
person, or his solicitor, and shall be served, or if sent by post shall be posted in appear on
such time as in ordinary course of post to reach the address not later than six o'clock hearing of
in the afternoon of the day previous to the day appointed for the heai-ing of the petitions,
petition. The notice may be in Form 2, with such variations as circumstances may Form 2 [57].



910



Appendix B.



List of names
and addresses of
persons who
appear on the
petition.
Form 4 [58].
p. 77

Notice that
■winding-up
order has been
pronounced to
be (jiven to
official receiver.
Forms 5 and 6
[71, 84].
pp. 87, 100

Documents for
drawing up
order to be left
with registrar.
pp. 88, 528
No appoint-
luents for
settling order.
p. 88



Resolution of
creditors and
contributories.
pp. 176, 349,
356



require. A person wlio has failed to comply with this rule shall not, without the
special leave of the Court, be allowed to appear on the hearing of the petition.

21. The petitioner shall j)repare a list of the names and addresses of the persons
who have given notice of their intention to appear on the hearing of the petition,
and of their respective solicitors, which shall be in Form 4. A fair copy of the list
shall, on the day appointed for hearing the petition, be handed by the petitioner
into Court prior to the hearing of the petition.

22. Wheu an order for the winding-up of a company or for the appointment of
the official receiver as provisional liquidator, prior to the making of an order for the
winding-up of the company, has been pronounced in Court, the registrar shall, on
the same day, send to the official receiver a notice informing him that the order haa
been pronounced.

The notice may be in Forms 5 and 6 respectively, with such variations as circum-
stances may require.

23. It shall be the duty of the petitioner, and of all other persons who have
appeared on the hearing of the petition, at latest on the day following the day on
which an order for the winding-up of a company is pronounced in Court, to leave
at the registrar's office all the documents required for the purpose of enabling the
registrar to complete the order forthwith.

24. It shall not be necessary for the registrar to make an appointment to settle
the order, or to give notice to any of the parties thereto, unless in any particular
case the special circumstances make an appointment or notice necessary.

Ordinary Eesoliition of Creditors and Confrihutories.

25. At a meeting of creditors or contributories held in the winding-up of a
comjjany under the Companies (Winding-up) Act, 1S90, a resolution shall be
deemed to be passed when at a meeting of creditors a majority in number and
value of the creditors present, personally or by proxy, and voting on the resolution,
have voted in favour of the resolution, and at a meeting of the contributories
when a majority in number and value of the contributories present, personally or
by proxy, and voting on the resolution, have voted in favour of the resolution,
the value of the contributories being determined according to the number of votes
conferred on each contributory by the regulations of the company.



FuhViC Examinatioyis.

Public 26. Where the judge makes an order under sect. 8 of the Companies (Winding-

examinations, up) Act, 1890, directing any person or persons to attend for public examination : —
p. 528 (a) The examination shall be held before the judge. Provided that in the

High Court the judge may direct that the whole or any part of the exami-
nation of any such person or persons be held before the registrar or before
any of the persons mentioned in sub-sect. 9 of the said section.

(b) The judge may, if he think fit, either in the order for examination, or by

any subsequent orders, give directions as to the special matters on which
any such person is to be examined.

(c) Where on an examination held before the registrar or one of the persons

mentioned in sub-sect. 9 of the said section he is of opinion that such
examination is being unduly or unnecessarily protracted, or for any other
sufficient cause, he may adjourn the examination of any person or any
pwrt of tlie examination to be held before the judge.

(d) If the winding-up is in the Stannaries Court the examination shall be held

before the Vice- Warden.
Depositions 27. Where in the course of the winding-up of a company an order has been

taken at made for the public examination of persons named in the order pursuant to sect. 8

public of the Companies (Winding-up) Act, 1890, and it appears from the examination

examinations, that the persous examined, or some of them, have misapplied, or retained, or
p. 640 become liable, or accountable for monej-s or projierty of the company, or been guilty

of misfeasance or breach of trust in relation to the company, then in any pro-
ceedings subsequently instituted under sect. 10 of the said Act, on the application
of the official leceiver or liqtiidator for the purpose of examining into the conduct
of thf: said persons, or any of them, and comj)elling repayment or restoration to the
comi>;aiyof any moneys or jiropertj-, or contribution by way of compensation to the
ass<;lH of the company by such persons, or any of them, the veritied notes of the
examination of such person who was examined under the order shall, subject as
hereinafter mentioned, and to any order or directions of the Court as to the



Companies Winding-up Rules, 1892. Rules April, 1892 911

manner and extent in and to -whicli the notes shall be used, and subject to all just
exceptions to the admissibility in evidence ag'ainst any particular person or persons
of any of the statements contained in the notes of the examiuutions, be admissible
in evidence against any of the persons against whom the application is m;i(le who,
under sect. 8 of the said Act and the order for the jDublic examination, was or had
the ojiportunity of being present at and taking part in tlie examination. Provided
that before any such notes of a public examination shall be used on any such
application, the person intending to use the same shall, not less than fifteen day.-i
before the day appointed for hearing the application, give notice of such intention
to each perscm against whom it is intended to u.se such notes, or any of them,
specifying the notes or parts of the notes whicli it is intended to read against
him, and furnish him with copies of such notes, or parts of notes (except notes
of the person's own depositions), and provided also that every person agaiu.st
whom the application is made shall be at liberty to cross-examine or re-examine
(as the case may be) any person the notes of whose examination are read, in aU
respects as if such person had made an affidavit on the aj)plication .

Costs payable out of the Assets of the Company.

28. No payments in respect of bills or charges of solicitors, managers, account- Costs.
ants, auctioneers, brokers, or other persons shall be allowed out of the assets of a p. 570
company, in a winding-up matter to which these rules apply, without proof that

the same have been considered and allowed by the registrar.

Time for dealing with Proof.

29. Subject to the power of the Court to extend the time, the official receiver Proofs.

as liquidator, not later than fourteen days from the latest date specified in the pp. 362 382
notice of his intention to declare a dividend as the time within which such proofs
must be lodged, shall in wi'iting either admit or reject wholly or in part every proof
lodged with him, or require fui-ther evidence in support of it.

Proxies.

30. A proxy intended to be used at the first meeting of creditors or oon- Proxies.
tributories, or an adjournment thereof, shall be lodged with the official receiver p. 183
not later than the time mentioned for that purpose in the notice convening the
meeting or adjourned meeting, which time shall be not earlier than 12 o'clock

at noon of the day but one before nor later than 12 o'clock at noon of the day
before the day appointed for such meeting, unless the Court otherwise directs.

File of Proceedings.

31. In Courts other than the High Court a file of proceedings in every winding- pijg of pro-
up matter shall be kept on w'hich all petitions, affidavits, summonses, orders, proofs, ceedino-s in
notices, depositions, and other proceedings in the matter shall be placed and remain Courts other
of record as far as possible in continuous order. than Hi"-h

[Amended by M.\ of Nov., l^'db.) Court.

32. Every person who has been a director or officer of a company which is being t^'
•woundup and every duly authorized officer of the Board of Trade, shall be entitled, inspection oi
free of charge, and every contributory and every creditor whose claim or proof has ^'^ "' ''^^
been admitted, shall be entitled on payment of a fee of one shilling, at all reason- ^^q^' ,- .
able times, to inspect the file of proceedings (whether in the High Com't or any PP" '
other Court) and to take copies or extracts from any docmncnts therein, or to be

furnished with such copies or extracts at a rate not exceeding fourpenco per folio
of seventy-two words.

{Amended by R. 1 of Nov., 1895.)

33. Where, in the exercise of their functions under the Acts or rules, the Board -n^^ ^ f "^ ^
of Trade or the official receiver require to inspect or use the file of proceedings in rp^^\ ^ -i
any matter, the registrar shall (unless the file is at the time required for use in ^ -^-i ^



Court or by him), on request, transmit the file of proceedings to the Board of Trade

P



or official receiver, as the case may be. ^'^''214^^*



912



Appendix B.



Miscellaneous.

Repeal. 34. The rules mentioned in the first column hereunder are annulled and modified

to the extent mentioned in the second column : —



Rule.


Extent of annulment or modification.


Companies Winding-up Rules, 1890 : —
Rule 2


Definitions of "Court" and "judge" so

far as relate to the High Court.
The whole.


Rule 4


Rule 53


The whole.


Rule 72


The whole.


Rule 119


The whole.


Rule 130a, paragraph {a)

Rule 145


As to any winding-up in the High Court

to which these rules apply.
The whole.


Rule 146


The whole.


The Companies Winding-up Rules,
(February) 1891


The whole of the rules.







Interpreta-
tion.
p. 8



Form?.



35. — (1.) In the application of the Companies Winding-up Rules, 1890 and 1891,
and these rules to any winding-up matter to which these rules apply: —

Expressions relating to the chief clerks and registrars of the Chancery Division
of the High Court shall, except in Rtde 133, be deemed to refer and be
construed as referring to the registrar.
"Judge" shall in the High Coui-t mean the judge who for the time being

exercises the jurisdiction of the High Court to wind up companies.
' ' Registrar ' ' shall in the High Court mean and include any of the registrars
in bankruptcy of the High Court, and any person who shall be appointed to
fill the office of registrar under these rules, and where a winding-up matter
is in the District Registry of Liverpool or Manchester shall mean the district
registrar.
(2.) In these rules the expression "the rules" means all the rules for the time
being in force in relation to winding-up matters (including these rules) .

36. The forms in the Appendix specified in the first two columns hereunder shall
be used in addition to the forms contained in the Appendix to the Companies
Winding-up Rules, 1890, and in substitution for the forms contained in the said
last-mentioned Appendix specified in the fourth column hereunder :



No. in
Appendix.



1

2to6
inclusive.

7



9
10



11

12



Number for Citation.



[1]

[1.5«], [16], [16a],

*[17a], [19b].
[33a]

[33b]

[33c]

[38a]



Subject-matter.



General Title (High Court)
Procedure on hearing of

Petitions.
Part II. of Statement of

Affairs.
Sheet H. of Statement of

Affairs.
Sheet M. of Statement of

Affairs.
Notice to attend public

examination.

Summons (General)

Proof of Debt . ,



Form in Appendix of
Rules of 1890.



1.

Part II. of No. 33.
SheetH.ofNo.33.
SheetM.ofNo.33.



58.
66.



* 17a is a misprint for 19a.
*♦* ('^^'^ Appendix to these Hales fur ihc )tumhcriiig of the furms in this work.)



Companies AVinding-lt Iiules, 1892. Rules April, 1892 913

37. These rules shall commence and come into operation on the Gth day of May, Commence-
1892. They may be cited as the Companies Wiuding - iip Rules, 1892, and shall bo ment, short
construed with and deemed to form with the Companies Windiny-up Rules, 1890, title, and
one set of rules. The forms in the Appendix to these rules shall be deemed to form citation,
part of the forms of the Companies Winding-up Rules, 1890, and each form may p. 9
bo cited with reference to the forms of the Companies Winding-up Rules, 1890, by
the number placed at the head of the form in square brackets.

(Signed, in respect of Rules made pursuant to section 26 of the Compames
(Winding-up) Act, 1890.)

Halsbuby, C.
M. E. Hicks-Beach,
President of the Board of Trade.
(Signed, in respect of all other provisions in these Rules relating to the High
Court.)

Halsbuey, C.

ESHER, M.R.

Nathl. Lindley, L.J.
Edwaed E. Kay, L.J.
C. E. Pollock, B.
A. L. Smith, J.
Dated the 6th day of April, 1892.



Appendix.



FORMS.



No. 1.— General Title (High Court). [Form 1.]

No. 2. [15a.] — Notice of intention to appear on petition. [Form 57.]

No. 3. [16.] — Advertisement of petition. [Fonn 36.]

No. 4. l^6a.] — List of parties attending the hearing of a petition. [Form 58.]

No. 5. [19a.] — Notification to official receiver of orders pronounced on petitions
for winding-up. [Form 71.]

No. 6. [19b.] — Notification to official receiver of order pronounced for appoint-
ment of official receiver as pi'ovisional liquidator prior to winding-up order being
made. [Form 84.]

No. 7. [S3a.] — II. As regards contributories. [Form 149.]

No. 8. [33B.J— List "H."— Property. [Foi-m 149.]

No. 9. [33c.] — -'M."— List of ordinary shares. [Form 149.]

No. 10. [38a.] — Notice to attend public examination. [Form 603.]

No. 11. [58.] — Form of summons (general). [Form 10.]

No. 12. [66.]— Proof of debt — General form. [Form 157. As varied in the
office of the London official receiver.]

[Forms 7, 8, and 9 are alterations inform of statement of affairs.)



3n



914 Appendix B.



June 24, 1892. — ORDER as to Fees in case of Foreign

Companies.

ORDER AS TO FEES.

I, the Right Honourable Hardinge Stanley, Baron Halsbury, Lord High Chan-
cellor of Great Britain, do, by virtue of the powers vested in me by the Companies
(Winding-up) Act, 1890, direct that in cases where the head office of the company
being wound up is situated out of England, and the liquidation takes place partly
in England and partly elsewhere, such reduction may be made in the fees prescribed
in the scale of fees annexed to the order of I7th December, 1891, as may, on the
application of the official receiver, be sanctioned by the Court.

Dated the 24tli day of June, 1892. (Signed) Halsbuey, C.

"We, the undersigned Lords Commissioners of Her Majesty's Treasury, do hereby
concur in the foregoing order.

(Signed) Heebeet Eustace Maxwell.
W. H. Waleond.
Two of the Lords Commissioners of
Her Majesty's Treasury.
Dated the 25th day of June, 1892.



July 28, 1892.— ORDER as to Adhesive Stamps.

p. 624 Whereas, by an Order dated the 17th day of December, 1891, the Lords Commis-

sioners of Her Majesty's Treasury gave certain directions with respect to the stamps
to be used for the purpose of the fees under Companies (Winding-up) Act, 1890 ;
and whereas it is expedient to vary the terms of the said Order.

Now we, being two of the Lords Commissioners of Her Majesty's Treasury,
do hereby direct and order as follows :—

From and after the 2nd day of August next, the adhesive stamps referred to in
the thu'd paragraph of the said Order shall be stamps over-printed with the words
"Companies Winding-up," when the fee is to be taken by any officer of the
Supreme Court of Judicature, or by the official receiver or any other officer of the
Board of Trade, and they shall be the stamf)s used for the purpose of the Companies
Act when taken by any officer in the Companies Registration Office.

In other respects, the directions of the said Order of the 17th December, 1891,
remain iu force.

Sidney Heebeet,
W. H. Waleond,
Two of the Lords Commissioners of
Dated the 28th day of July, 1892. Her Majesty's Treasury.

I concur in the above Order.

Halsbx^ry, C.



I



Rules August, 1892 'Jlo



THE COMPANIES (WINDING-UP) EULES, August, 1892.
(Transfer of AcTio>fs.)

COMPANIES ACTS, 1862 to 1890.

GENERAL RITLES MADE PURSUANT TO THE COMPANIES ACTS, 1862
TO 1890, AND THE SUPREME COURT OF JUDICATURE ACT, 1891.

1. Where any action is transferred to the judge who for the time being exercises pp. 28, 401,
the jurisdiction of the High Court to wind up companies, the registrar under the 513
Companies (Winding-up) Rules may, subject to the general or special directions of

the judge, hear, determine, and deal with any aijplication, matter, or proceeding
which, if the action had not been transferred, would have been determined in
chambers.

2. In every cause or matter within the jurisdiction of the judge, whether by pp. 28, 401,
virtue of the Act or by transfer or otherwise, the registrar shall, in addition to his 513
powers and duties under the Companies Winding-up Rules, 1S90 and 1892, have aU

the powers and duties of a master, registrar, chief clerk, or taxing master.

3. In the Companies Winding-up Rules, 1890 and 1892, and these rules, the pp. 9, 402,
words " winding-up matter" shall, in relation to the High Court, where the wiud- 613
ing-up of a company is proceeding before the judge, include any action brought

by or against that company which has been or shall be transferred to the judge.

4. These rules may be cited as the Companies (Winding-up) Rules, August,
1892, and shall come into operation on the 1st day of October next.

(Signed) Halsbury, C.

Coleridge, C. J.
Nath. Lindley, L. J.
Edward E. Kay, L. J.
F. H. Jeune, Pres. P. D. and A.
C. E. Pollock, B.
The 10th of August, 1892.



Sept. 16, 1892.— BOAED OF TEADE OEDEE appointing

Official Eeceivers in Winding-up of Building and

Industrial Societies.

The Companies Acts, 1862 to 1890 ; the Building Societies Act, 187-i ; and the
Industrial and Provident Societies Act, 1876.
Whereas by Order XLI. rule 9, of the County Court Rules, 1892, it is provided
that the provisions of the Companies Acts, 1862 to 1890, and the rules made there-
under, so far as they relate to winding-up, shall apply to the winding-up of
societies registered under the Building Societies Act, 1874, and the Industrial and
Provident Societies Act, 1876, and that the winding-up of any such societies shall
be conducted in all respects as if such societies were companies registered imder
any of the said Companies Acts. And whereas, as regards certain of the Courts
exercising jiu-isdiction under the said Building Societies Act, 1874, and the said
Industrial and Provident Societies Act, 1876, official receivers are not attached to
the said Courts for bankruptcy purposes, inasmiich as the said Courts do not
exercise bankruptcy jurisdiction.

3 N 2



916 Appendix B.

Now, therefore, the Board of Trade do hereby order that Charles John Stewart,
■who has been appointed by the Board of Trade the official receiver attached to the
High Court for the purposes of the Companies (Winding-up) Act, 1890, shall also
for the purposes of proceedings in the said Courts for the winding-up of societies
under the said Acts be the officer attached to such of the Courts resjiectively as
exercise jurisdiction under the said Building Societies Act, 1874, and the said
Industrial and Provident Societies Act, 1876, within the London Bankruptcy Dis-
trict, as defined by sect. 96 of the Bankruptcy Act, 1883, and do appoint the said
Charles John Stewart to be such officer accordingly.

And the Board of Trade do further order that as regards each of the Courts
exercising jurisdiction under the said Building Societies Act, 1874, ami the said
Industrial and Provident Societies Act, 1876, not being Courts within the said
London Bankruptcy ]3istrict, or Courts exercising bankruptcy jurisdiction, the
official receiver of the Court to wliich the said Court is attached for the purposes of
bankruptcy jurisdiction shall be the officer attached to the said Court for the
purpose of proceedings in the said Court for the winding-up of societies under the
said Acts, and do appoint such official receivers respectively to be such officers
accordingly.

Dated the 16th day of September, 1892.

Heney G. Calceaft, Secretary to the Board of Trade.

{A?id see s. 58 of the Industrial and Provident Societies Act, 1893, and s. 8 of
the Building Societies Act, 1894.)



Dec. 3, 1892. — OEDER as to Swearing Proof of Debt.

GENERAL RULE made puesuant to Section 26 of the
Companies (Windinq-ttp) Act, 1890.

Proof of Debt.

An affidavit of proof of debt may be sworn before any officer of the Board of
Trade or any clerk of an official receiver duly authorized in writing by the Court or
the Board of Trade in that behalf.

This rule shall come into operation on the fifth day of Januaiy, 1893.
The third day of December, 1892.

(Signed) Heeschell, C.

(Signed) A. J. Mundella,

President of the Board of Trade.



Directions January, 18 S3 lil



Jan. 1893.— BOAED OF TRADE Directions to
Liquidators.

REGULATIONS ISSUED BY THE BOARD OF TRADE UNDER THE
PROVISIONS OF RULE 175 OF THE GENERAL RULES OF THE
29th NOVEMBER, 1890.

Remittances to Companies Liquidation Account.

1. All moneys received by a liquidator of a company which is being wound up p. 267
by order of the Court are required to be paid, without deduction, to the companies
liquidation account (unless an account with any other bank has been authorised

by the Board of Trade under section 11 of the Companies (Winding-up) Act, 1890),
and remittances are to be made once a week, or forthwith, if a sum of £200 has
been received. Remittances may be made direct to the Bank of England, Law
Courts Branch, London, by cheque crossed ' ' Bank of England, credit of companies
liquidation account."

2. The remittances to the Bank of England should be accompanied by a receivable p. 267
order (Form C, No. 7), and the counterpart or advice letter should be transmitted

by the same post to the Assistant Secretary, Finance Department, Board of Trade.
Half-pence should not be included in remittances. Forms of receivable order will
be supplied on application to the in.spector-general in companies liquidation.

3. By sub-section 6 of section 11 of the Companies (Winding- uij) Act, 1890, a p. 267



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