Form 714. restrictions imposed by the court, exercise all their powers without the sanction or intervention of the court, in the same manner as if the company were being wound up altogether voluntarily; but save as aforesaid, any order made by the court for a winding up subject to the supervision of the court, shall for all purposes, including the stay of actions, suits, and other proceedings, be deemed to be an order of the court for winding up the company by the court, and shall confer full authority on the court to make calls or to enforce calls made by the liquidators, and to exercise all other powers which it might have exercised if an order had been made for winding up the company altogether by the court, and in the construction of the provisions whereby the court is empowered to direct any act or thing to be done to or in favour of the official liquidators, the expression "official liquidators," shall be deemed to mean the liquidators conducting the winding up subject to the supervision of the court.

Form 715.

Order for appointment of liquidators.

Form 716.

It is very rarely that any restrictions are imposed on the liquidators. Where no restriction is imposed, the liquidator may proceed with the winding up, just as if a supervision order had not been made. If it becomes desirable to apply to the court in regard to any matter, the liquidator can make application accordingly, but he may find that he can complete the winding up without any application. However, the practice in regard to the conduct of a winding up under supervision varies considerably. In some cases, especially where the assets are considerable, and the parties interested numerous, the liquidator scarcely takes any step without the sanction of the court; in others he never applies except in case of necessity. In many cases a middle course is adopted, and the sanction or powers of the court are only invoked in important matters. Applications are very commonly made by the liquidators—

To restrain proceedings. See note following Form 573.

To enforce the payment of calls and other moneys due from contributories : supra, Form 520.

For liberty to sell or concur in sales: supra, Form 467.

As to compromises: Form 628 et seq.

For examination of directors and others under section 115 of the Act: see note following Form 615 et seq.

To recover money from directors and others under section 165 of the Act: supra, Form 621, et seq.

By contributories to rectify the list of contributories, supra, inspection, Form 605, and for other purposes.

Form 500; for

By creditors, as regards disputed debts and claims: supra, Form 522, et seq.; for declarations of rights, Form 554; and for liberty to bring actions and take proceedings: Form 593 et seq., and Form 704, infra.

Liquidators.

Upon the peton [creditors': supervision order]: And order that a proper person or persons be appointed liq or liqs of the sd co without prejudice to any applicon by those appointed by the general meeting for their appointmt as such liqs. Ballycummisk Copper Mining Co., M. R., 3104 A. 15 Dec., 1873.

Unless otherwise provided by the supervision order, the voluntary liquidators remain in office, but sometimes the court removes them and appoints others, or appoints additional liquidators. This is done under section 141 of the Act, and under sections 93 and 150. It seems, however, that a voluntary liquidator can only be removed for " due cause." See supra, p. 447; Oxford Building Soc., 19 L. T. 495.

Upon, &c. [supervision order]; And order that R. the liq of the sd co give security. appointed under the sd voluntary winding up be continued as such liq

Liquidator to

on his giving security to be approved by the judge. Great Western &c., Form 716. Laundry Co., M. R., 20 July, 1878. A. 1471.

The Court seldom requires security from a liquidator where the company has not required it, see European Bank, 19 W. R. 268.

Solor.

Order as to

liquidation.

Upon the applicon of M., one of the liqs of the above-named co, &c., Form 717. Order that Mr. C., the present solor of the liqs, be discharged from being such solor, And this Ct doth hby appoint Mr. P. the official appointing solor to be the solor of the sd liqs in the place of the sd C., And solicitor to it is ordered that the sd C. do within 14 days after the service of this order upon him, deliver up upon oath to the sd P., all papers in his possession relating to the winding up of the sd co, but this order is to be without prejudice to any claim the sd C. may make for paymt of his costs, And it is ordered that the costs of this applicon be costs in the winding up. Hester & Co., Bacon, V.-C., 6 June, 1878. A. 1230.

It

The liquidator has power under ss. 193 (7) and 97, to appoint a solicitor. Where there are two liquidators, and they cannot agree as to the appointment of a solicitor, it is doubtful whether the Court can appoint one for them. is true that an order was made by Bacon, V.-C., as above; but in the Colonial Trusts Corporation, Dec., 1878, Jessel, M.R., considered that he had no jurisdiction to make such an order. See order subsequently made in that case, infra, Form 708.

Restraining Actions, &c.

Section 148 of the Act of 1862 provides that a petition for a supervision order shall, for the purposes of giving jurisdiction to the Court over suits and actions, be deemed a petition for winding up the company by the Court. Accordingly upon the presentation of the petition, application can at once be made ex parte to stay or restrain actions or proceedings as in the case of a petition for a compulsory winding up. See supra, p. 489.

Liberty to bring or continue Actions against Co.

Where a supervision order has been made, s. 87 [supra, p. 491] by virtue of 8. 151 applies, and accordingly no action or proceeding can be commenced or proceeded with against the company except with the leave of the Court. The application for leave is generally made by summons. See further, Form 593, et seq.

The following is an example of an order :

Upon the applicon of E., a creditor of the above-named co, and upon Form 718. hearing the solors for the applicant and for S. and W. the voluntary liqs Liberty to of the sd co, and upon reading an order dated, &c., for continuing the bring action. voluntary winding up of the sd co under supervision and an afft, &c., It is ordered that the sd E. be at libty to bring an action against the above co on behalf of himself and all other the holders of mtge debentures to the extent of 60,000l. issued by the sd co for the ppose of enforcing and

Form 718. realising the security. Hawne Collieries Co., Malins, V.-C., 11 July, 1877.

A. 1414.

If after a supervision order any proceeding against the company, e. g., a sale, distress, or execution is taken without the sanction of the Court, application can be made to the Court to restrain the same, as in the case of a compulsory winding up, see supra, p. 489.

Form 719.

Order as to

Creditors.

If the liquidator has not previously to the supervision order issued the usual notices to creditors he should do so immediately after the order. The form will be the same as in a purely voluntary winding up. See Form 591. But in many cases it is considered desirable to have the debts and claims adjudicated on by the Court, and in such cases the form of advertisement is generally settled by the chief clerk. In these cases application should be made by summons for an order as in Form 593, and the advertisement will be as in Form 20 in the Schedule to the Rules, using the word liquidator instead of official liquidator.

Adjudication:-In due course the liquidator will consider the claims sent in, and make out the list of creditors as in the case of a purely voluntary winding up. If necessary he can apply to the Court to adjudicate upon any disputed claims, as in a voluntary winding up, and a claimant can also apply to the Court as in the case of a compulsory winding up.

Where the Court adjudicates generally on the debts and claims, the procedure will be the same as in a compulsory winding up. See supra, p. 468. Dividends :-Where the Court has adjudicated on the debts and claims, it is usual to apply for liberty to declare dividends, as in a compulsory winding up : but otherwise the liquidator acts as in a purely voluntary winding up.

Contribs.

Settling the List:-Where a supervision order has been made, the liquidator usually makes out and settles the list, as in a voluntary winding up. However, in a good many cases application is made to the Court to settle the list. Applications by contributories to rectify the list are common.

Calls:-Sometimes, and especially when the Court has settled the list of contributories, application is made to the Court to make calls, but in general, the liquidator makes the calls himself, and merely applies to the Court, where necessary, to enforce payment. For orders for calls, see Volunteer Co-op. Co., M. R., 22 July, 1877. B. 1422.

Dividends :-The liquidators generally declare dividends without any application to the Court.

Accounts of Liq.

It is not uncommon to apply to the Court for liberty to pass and vouch the accounts. The procedure is the same as in a compulsory winding up. Supra, p. 439.

Upon the applicon of C., the liq of co, and upon hearing the solors for the applicants and for D., the person appointed to represent the remuneration creditors, and upon reading an order dated 18 July, 1876, the affirmation of liquidators of the sd C. filed, &c., Order that the sum of -7. be allowed the sd liq for his services as liq from the 1st July, 1876, to the 31st March,

1877, both inclusive, and that he be at libty to retain the same out of Form 719. the assets of the sd bank. And order that the costs of this applicon be costs in the winding-up. Oriental Commercial Bank, Bacon, V.-C., 18 App. 1877. B. 678.

The Court is sometimes asked to fix the remuneration of the liquidators as above. It has jurisdiction under ss. 93, 151; and see Cannan's Claim, 7 Eq. 102. Moreover, where a voluntary liquidator has been appointed at a specified remuneration, the Court after a supervision order has power to increase it in a proper case. Re Northern Counties Bank, Chitty, J., at Chambers, 15 Mar. 1883.

Upon the applicon of L., the liq of co, by summons dated 15 June, Form 720. 1877, and upon hearing the solor for the sd liq and for N., a debenture- Taxation of holder of co, and upon reading, &c., and an order dated 6 Nov. 1875, It costs. is ordered [usual order for taxation of liq's costs, &c.], And order that such costs, charges, and expenses when so taxed, be pd out of the assets of the sd co. Newspaper Co., M. R., 22 June, 1877. B. 1143.

See also order in In re Brentwood Brick Co., 15 Nov., 1878. A. 2089. Where the costs were directed to be taxed" for the purpose of being paid out of the assets of the company, as and when may be hereafter ordered."

Sometimes the liquidator's costs, &c., are taxed in the winding up, but very commonly he pays them without taxation, upon an undertaking from the solicitor as mentioned in note to Form 689.

Order removing

Upon the applicon of, being the committee appointed by the Form 721. general body of creditors to represent them in the winding up of the above-named co, &c., It is ordered that B., one of the joint liqs of the liquidator. sd co, be and he is hby removed from such office, and the sd K., the other joint liq, be continued, and he is hby appointed sole liq of the sd co And it is ordered that the applicants and the sd B. & K. be allowed their costs of and relating to this applicon out of the assets of the sd co [to be taxed]. Colonial Trusts Corporation, M. R. 19 Dec. 1878. A. 2303.

In the above case the liquidators could not agree as to the appointment of a solicitor, and accordingly one of them was removed on the application of the committee. See further as to removal of liquidator, supra, p. 447.

Applicons to the Ct.

The supervision order gives liberty to the creditors, contributories, and liquidators of the company, and to all other persons to apply at chambers. Application can accordingly be made by ordinary summons [Form 368], as in the case of a compulsory winding up. It will be observed that creditors can apply; this is one of the chief distinctions between a winding up purely voluntary, and one under supervision. In the former, creditors have no power to apply.

A considerable number of orders made in cases where the winding up was under supervision will be found among the forms relating to compulsory winding up given above.

Form 722.

Dissolution.

Upon the applicon of the above-named cɔ, &c., and it appearing that Liberty to call the affairs of the sd co are fully wound up, It is ordered that the liqs of final meeting. the sd co do make up an account and call a general meeting of the members of the sd co, as provided by sec. 142 of the above-mentd Act. Imperial Mercantile Credit Assoc., Limtd., Bacon, V.-C., 22 Mar. 1878.

In most cases the liquidator calls the final meeting, and procures the dissolution as in the case of a purely voluntary winding up, but occasionally application is made to the Court for an order as above. As to the mode of effecting the dissolution, see supra, Form 697.