engagements entered into by or with the company, or any person on behalf of same, previously to any such petition, nor any actions, or other proceedings pending at the date of such petition.

59. That no judgment, &c. to be obtained against the official manager of any company, shall be executed against the person or property of such official manager, otherwise than as a contributory, and that every official manager shall be fully indemnified, out of the assets of the company, and, if necessary, by calls to be made on the contributories, for all losses, costs, &c. except such losses, costs, &c. as shall have been improperly incurred by such official manager.

60. That no action, suit, or other proceeding in any of her Majesty's courts at Westminster or Dublin shall be proceeded with by the official manager, whether against a contributory of the company or any debtor or other stranger thereto, but with the leave of the master; and that no such action or other proceeding shall be proceeded with if the master shall, by writing, direct that same shall be stayed: provided that the want of such leave shall not constitute a defence to any such action or other proceeding.

61. That no claim which any contributory may have in respect of his share, or of the share of any deceased or former contributory of the capital or joint stock, or of any dividends, interest, &c. payable in respect of such share, shall be capable of being set off against any demand which the official manager may have against such contributory, upon an independent account, between such contributory and the company provided that if a balance be due from any contributory on his account with the company as entered in the books thereof, and such contributory shall, upon an inde pendent account, be a creditor of such company, the official manager shall set off such balance against the demand which such contributory shall be entitled to as such creditor.

62. That the official manager, with the leave of the master, may defend, by his official designation, or in the name of the original defendant, any action or suit brought against any individual contributory; but in such case any judgment or decree to be obtained by the plaintiff shall have the same effect, as if the same had been obtained against the original defendant.

63. That the master, as well before as after the order absolute, may summon before him any person, who shall be or shall be deemed to be capable of giving information coucerning such company, or the estate, dealings, or affairs thereof, and may require such person to produce, and if a contributory to leave with the master or official manager, any books, papers, &c. in the custody, possession, or power of such person, necessary or expedient to be produced or left as aforesaid; and the master may examine such person on oath, by word of mouth, or upon interrogatories in writing concerning such company, &c.; and every person so summoned who shall not come before the master, or shall refuse to be sworn and examined, or shall refuse to produce such book, paper, deed, &c. shall be liable to be committed to the Queen's prison: provided that every such default or refusal shall be certified by the master, and thereupon such order shall be made by the court, upon motion of which notice shall be given to the person sought to be affected.

64. That every person summoned before the master shall be entitled to such costs as are allowed to witnesses; but that where any person who at the time of the order absolute was a contributory of such company shall be summoned, such person shall have such costs and charges as the master shall think fit; but in such cases the master may suspend the payment of such costs until such time as he shall think reasonable.

65. That if any person who at the date of the order absolute was a contributory of such company shall conceal any real or personal estate of such company, and shall not within thirty days after the order absolute discover such concealed estate to the master or official manager, such person shall forfeit the sum of £100, and double the value of the estate so concealed, to be recovered in action of debt by the official manager in any of her Majesty's courts for the use of the company; and the certificate of the master of such wilful concealment, shall be evidence in such action of debt of such concealment.

66. That after the appointment of the official manager, the master shall from time to time, by order to be made upon the application of the official manager or of any contributory require any contributory, trustee, receiver, banker, or agent to pay, or transfer forthwith, or within such time as the master shall direct, into the hands of the official manager, any sum or balance, books, &c. or effects which shall be in his hands, and to which the company is entitled, or which, in the case of a contributory, shall appear to the debit of his account as contributory in the books of the company, anything in the present practice of courts of equity to the contrary notwithstanding: provided that the person upon whom any such order shall be made may apply to the master to discharge or vary such order, or to enlarge the time hereby fixed.

67. That when any order shall be made under this act, by the master or by the court, for the payment of any monies, or for the delivery of any effects, books, or documents to the master or the official manager, and default shall be made by any person in obeying such order, the same may be enforced upon affidavit, by the official manager, of such default, and without any demand by the official manager.

68. That the conveyance or assignment by the official manager of all real estate, of whatever tenure, and chattels real, by this act vested in such official manager, shall be by deed of grant; and that every such deed of grant shall be approved by the master, and such approbation certified in the usual way; and being so approved and certified, shall be effectual to grant all the interest for the time being vested in the official manager, or which by such deed shall be expressed to be granted, of and in the real estate or chattels real intended to be granted, to the uses, intents, and purposes, or upon the trusts, or subject to the powers, provisoes, agreements, and declarations, which may be contained in the same, according to the nature and tenure of the subject of the grant, without any confirmation by order of court or otherwise; an that the signature of the official manager to any deed so certified, wherein any money shall be expressed to be received by him, shall effectually discharge all persons by whom the same shall be expressed to be paid from seeing to or being accountable for the application of the money therein acknowledged: provided that in the case of any copyhold or customary hold hereditaments such deed shall be entered upon the court rolls of the manor of which the same are holden, and when so entered shall be effectual without any surrender or admittance of the grantee, subject never. theless to the rents, and services due and of right accustomed for said lands.

69. That where any part of the assets of any company respecting which an order absolute shall have been made shall consist of any government stock, &c. or of the stock of any company in England, Scotland, or Ireland, not standing in the name of the company, the master, may by writing, direct such person as the master shall appoint in the place of the person in whose name such stock, shall be standing, (but subject to any distringas, stop order, or other process which may affect the same,) to transfer the same into the name of "the official manager" of the company (described as aforesaid;) and the govenor and company of the bank of England, and all other companies and societies, are required to allow such transfer, and are indemnified for all things done pursuant to such direction.

70. That all monies which shall be collected, by the official manager, and which shall be derived by the sale of any of the assets of the company of which he shall be appointed official manager, shall be paid into the bank of Ireland, or any branch bank, to the credit of "the account of the official manager" of the particular company in respect of which such monies shall have been collected, and no money which shall be standing to such account shall be paid out by the bank except upon cheques signed by the official manager and countersigned by the master; provided that the official manager may retain in his hands for current purposes such a sum as the master shall direct.

71. That the official manager shall with all speed after his appointment, make out from the accounts and papers of the company a list of all debts and demands of the company, and shall make such observations on such debts as to the

amount thereof, as he shall think proper to be made, to assist the master in forming a judgment when any debt shall be claimed to be proved before the master in pursuance of the advertisement herein-after mentioned; and when any debts shall be proved before the master as hereinafter mentioned, the same shall be entered in a new list by the official manager, so that the debts allowed by the master shall be distinguishable from such of them as shall be disallowed, or shall be allowed only as claims; and in case any debts which shall be disallowed, or allowed only as claims, shall be afterwards allowed by the master as having been proved, or shall be duly established by legal proceedings, such changes shall be made by the official manager in such list of debts as shall be required in order that such list may correctly represent the state of the affairs of the company in regard to the debts due from them; and in such list the official manager, in cases where it shall be necessary for the purposes of the winding up, shall enter the dates at which such debts were contracted, and shall enter all sums of money which shall have been paid on account of such debts; and such lists, and all changes therein, shall be entered by the officia! manager in a book to be kept by him; and such book shall, as occasion shall require. be inspected by the master.

72 That within ten days after the order absolute shall have been brought in before him, the master shall advertise in the London Gazette that he is winding up the company, and thereby require creditors to come in and to prove their debts.

73. That after the first appointment of an official manager, no creditor shall, except so far as the master shall permit, have power to commence any action against the official manager, or against the company, or any person who is sued as a contributory thereof, until after proof of his debt or demand before the master, and any judge of the court in which such action shall be pending, upon summons taken out before him for that purpose, may order that all further proceedings in such action shall be stayed, until such proof shall be made.

74. That the creditors of the company making proof of their respective debts before the master shall make proof by deposition or affidavit in the same manner as debts are now proved in bankruptcy: provided that the master may allow the proof of such debts to be made by the official manager, or by the creditors in such other form and in such other manner as he shall think fit.

75. That the master shall, upon proof of the debts due from the company, either allow or disallow, or allow as claims only, such debts respectively, according to the nature of the case, and of the proofs exhibited before him, and shall, by writing, declare such allowance and disallowance, or such allowance as claims only.

76. That the official manager shall make out a list of the members and other contributories, together with the addresses, and the number of shares or extent of interest of each, and such list shall distinguish the classes of contributories, and such additions shall be from time to time made therein, as that the same shall be a true list of such members and other contributories; and in case any of the contibutories shall after the making of the order absolute assign or dispose of any share, right, title or interest in the company, the master, upon the application of the contributory making such assignment, or of the person to whom the same shall have been made, or of any contributory of the company, or of the official manager, may introduce into the list of the contributories the name of the person to whom such assignment shall have been made: provided that no such assignment shall release or exonerate the party making the same from any liability further than he would be released or exonerated if the affairs of the company were not wound up under this act.

78. That notice shall be given to every person included in or proposed to be excluded from the list of contributories, or in any addition thereto, before the same shall be so settled, notifying that such person is included in or excluded from the list, and if included then in what character, and for what number of shares, and of what amount, or for what other interest such person is so included; and that, if no cause shall be shown to the contrary, by a day to be fixed, and specified in such notice, the list shall not as to every person failing to show cause, be afterwards disputed, without leave of the court.

79. That so far as the master shall have settled such list or any addition thereto, every person included in such list, or in any addition thereto, or specially excluded, shall, unless cause be shown to the contrary, be bound and concluded by the list so settled, or by any exclusion therefrom, and shall not be entitled to contest the same without leave of the court.

80. That after the master shall have commenced to settle the list of contributories no person shall be entitled to appear before him as such unless his name shall be on the list: provided that any person specially excluded from such list, shall be at liberty to claim, before the master, that his name shall be inserted upon the list; and the master shall, upon consideration thereof, either admit or reject such claim, by writing under his hand.

81. That it shall be lawful for any person whose name shall stand upon the list of contributories to summon any person whose name shall not be upon such list, and who shall not have been specially excluded therefrom, to appear before the master, at a day specified, to show cause why his name should not be included in or specially excluded from the list; and upon the return of such summons, or at any future time to be fixed, he shall not consider the liability or right of the party so summoned to be inserted in such list, and shall by writing declare whether such party shall or shall not be included in or excluded from the list.

82. That the monies and assets of the company, or any part thereof, shall with all convenient speed be paid and applied by the official manager, under the direction of the master, to be from time to time given under his hand, in or towards the satisfaction of the debts of the company, by way of dividend or otherwise, as the master shall direct.

83. That at any time before the whole of the assets of such company shall have been collected, and if the assets remaining to be collected shall not be capable of being im mediately realized, although such assets may not appear to be insufficient, and also after the assets of the company shall have been wholly exhausted, it shall be lawful for the master to make calls on the contributories, or on such individual contributories or classes of contributories as he may think proper, (but so far only as such contributories respectively shall be liable at law or in equity to pay the same,) as well for raising the amount necessary to pay the debts of such company, or the costs and expenses of winding up the same, as also for the settling the claims of contributories upon each other, or upon the company, whether such claims shall have arisen since or before a petition for dissolution and winding. up, or for winding-up, and the amount to be raised by such calls, and also the residue of the estate of the company after the payment of all debts and liabilities, shall be distributed by the official manager, under the directions of the master, in such manner as shall (as far as possible) satisfy all claims, and wind up and settle the affairs of the company.

84. That after the master shall have determined the amount to be raised by means of a call he shall apportion the same among the several contributories appearing upon the list, so far as then settled, or such of them as ought to contribute thereto, according to their respective liabilities, and that such apportionment may be made against such parties as he has already determined to be contributories, although it may then be under consideration whether other parties ought or ought not to be included in the list.

tion then by advertisement in two successive numbers of the London Gazette, as he shall think proper, give notice of a

day, hour, and place at which he will make such call, and of the amount thereof; and all parties interested shall be entitled to attend at such day, hour, and place, and to offer objections thereto.

86. That unless cause shall be shown to the satisfaction of the master, at the time and place appointed, the master shall then make an order for such call, and for the payment to the official manager of the balance which shall be due from the respective contributories, after debiting them with the amount of such call, on a day and at a place to be therein fixed, such day not being earlier than three weeks from the date of the peremptory order.

87. That every such order shall be advertised once or oftner in the London Gazette, and a copy of such order shall be served on the respective contributories, and every contributory shall also be furnished with a statement of the balance of his account, after debiting the same with the amount chargeable against him in respect of such call: provided that the advertisement of such order shall not take place at a less period than ten days after the date thereof, or in case any appeal shall be made against such order, then such advertisement shall not take place until after such appeal shall have been disposed of.

88. That the official manager, with the approbation of the master, may from time to time enforce payment of, give time, or compound or require or take any security for any balance or claim as against the contributories of the company, and also to abandon such balance where the contributory against whom the same is claimed shall die, or be bankrupt, or take the benefit of any act for the relief of insolvent debtors, or be known to be insolvent, or in such cases as the master shall think fit; and it shall not be necessary to include in any call any contributory against whom any claim shall have been abandoned, but the amount of every subsequent call shall be apportioned among the other contributories: provided that nothing herein contained shall discharge the estate of any such contributory so left out from any claim which may exist on behalf of the company or any other contributory, but that the official manager may prove for the amount in the matter of such bankruptcy or insolvency (if any,) and receive dividends thereon, or proceed against such contributory, whenever it may appear expedient so to do; and any monies so recovered shall be part of the assets of the company, or otherwise as the master shall direct.

89. "That in case any money shall be due from the estate of a deceased contributory whose executor or administrator shall not admit assets, the master may direct any action to be brought for compelling payment of what shall be so due, and for obtaining, if necessary, an administration of the estate of such deceased contributory, in or towards payment of his debts; and that any such action may be brought by the official manager by the style and designation aforesaid; and the production of the order or an office copy of the order for payment of any balance, shall be sufficient evidence of the debt in respect of which such action or suit shall be brought.

90. That as far as in the judgment of the master it shall be consistent with the interest of the company, the master shall cause the official manager to advertise in the London Gazette, or otherwise to give notice of all accounts and balance sheets, and particulars, if any, of proceedings in and about the liquidation which it shall be expedient to make known to the contributories, or to the creditors of the company.

91. That to facilitate the winding-up of any company, and to determine any questions of law or of fact that may arise between such company and any of the contributories or creditors, or between any two or more of the contributories, or betwen any contributory and any creditor, the master may direct such parties as he shall apoint, shall proceed to try, in such one of Her Majesty's courts of law at Westminster or Dublin, any issues of fact, and to direct that any actions shall be brought for the purpose of trying any mixed question of law and fact necessary, to be determined in order to the complete winding up of the affairs of such company; and the said master shall settle such issues, and he may give such directions as he shall think right with

reference thereto, or to such actions: provided, that no issue or action shall be directed with reference to any questions between the company or any contributory thereof, and any creditor thereof, without the consent of such creditor.

92. That the master shall, subject to such appeal as herein provided, adjudicate and determine any matter in contest between contributories, or between the company and any individual contributories, which may be necessary to be determined in order to the complete winding up of the company.

93. That no orders, reports, or certificates of the master shall require confirmation except any such special report as herein mentioned.

94. That all orders, reports, certificates, and other acts and proceedings taken by the master in the prosecution of any matter, and all affidavits, interrogatories, examinations, and depositions, shall be filed in the master's office in one continuous file after the manner used in bankruptcy, and shall, together with all other documents relating to the same matter, be kept by him as part of the proceedings therein, and the same shall from time to time be produced in court as occasion shall repuire.

95. That all orders of the master shall be enforced in the same manner and by the same process as orders of the court made in any suit pending therein.

96. That the master, in addition to all powers vested in him by this act, shall, in proceeding under any reference to be made to him by any such order absolute, have all the powers and authorities, which he could in anywise have and exercise under the practice of the court in any matter referred to him by a decree or order made and pronounced in a suit.

97. That in case of the illness or absence of any master to whom any matter shall be referred, any other master, without any special direction or appointment of the court may act in the matter and exercise all the powers which such last-mentioned master might have had or exercised.

98. That it shall be lawful for any master during vacation, without special direction of the court, to act in any matter under this act in the place of the master to whom such matter shall stand referred, and to exercise all the powers which any master to whom the matter stood referred might have exercised; and when any matter shall have been referred to the master in attendance during any vacation, the master who shall commence such reference shall be considered as the master to whom such matter under this act shall stand referred.

99. That an appeal shall lie to the Lord Chancellor or Master of the Rolls on motion, without the necessity of objections or exceptions from or against all orders, directions, reports, or other proceedings of or before the master relating to the winding-up of the company, including orders as to costs, entries or omissions of entries, or alleged entries or omissions of entries in the books of the official manager, or in any of the lists to be settled by the master as aforesaid, and any other matters affecting parties or any of the parties to the winding-up; and in all cases in which the question involved in any such appeal shall be one affecting the interests of the company, the notice of such appeal shall be served on the official manager, who shall appear on such motion as representing the company, unless the court or the master shall otherwise direct; and in all cases in which the question involved in such appeal shall be one affecting only individual contributories or others, the parties to be served with the notice of such motion shall be the parties respectively in whose favour the order appealed from was made, and who appeared thereon before the master; and upon the hearing of such appeal, and upon all applications to the court subsequent to the order absolute, the proceedings which have taken place before the master in the matter shall be produced in court, and no other evidence shall, without express leave of the court, be used in support of or against such appeal: provided that, except on special leave of the court, to be obtained on motion ex parte, or on notice, if the court shall so direct, no such appeal shall be brought after fourteen days after the order, direction, report, or other proceeding