tions 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.

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, supra, p. 424.

To enforce the payment of calls and other monies due from contributories: supra, p. 398.

For liberty to sell or concur in sales: supra, p. 380.

As to compromises: supra, p. 446.

For examination of directors and others under s. 115 of the Act: supra, p. 443. To recover money from directors and others under s. 165 of the Act: supra, p. 452.

By contributories to rectify the list of contributories, supra, p. 391; for inspection, supra, p. 437; and for other purposes.

By creditors, as regards disputed debts and claims: supra, p. 400, et seq.; for declarations of rights, supra, p. 413; and for liberty to bring actions and take proceedings: supra, p. 432.

Liquidators.

Upon the petition [creditors': supervision order]: And order that a Form 613. proper person or persons be appointed liq. or liqs. of the said co. without Order for apprejudice to any application by those appointed by the general meeting pointment of liquidators. for their appointment 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 s. 141 of the Act, supra, p. 483, and under ss. 93 and 150.

Upon, &c. [supervision order]; And order that R. the liq. of the said Form 614. co. appointed under the said voluntary winding up be continued as such Liquidator to give security.

Form 614. liq. on his giving security to be approved by the judge. Great Western, &c., 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.

Form 615.

Order as to appointing solicitor to liquidation.

Solicitor.

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

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. It 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 619.

Restraining Actions, &c.

S. 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. 424.

Liberty to bring or continue Actions against Co.

Where a supervision order has been made, s. 87 [supra, p. 431] by virtue of s. 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 supra, p. 430.

The following is an example of an order:

Form 616.

Liberty to

bring action.

Upon the application of E., a creditor of the above-named co., and upon hearing the solicitors for the applicant and for S. & W. the voluntary liquidators of the said co., and upon reading an order dated, &c. for continuing the voluntary winding up of the said co. under supervision

and an affidavit, &c., It is ordered that the said E. be at liberty to bring Form 616. an action against the above co. on behalf of himself and all other the holders of mortgage debentures to the extent of 60,000l. issued by the said co. for the purpose of enforcing and realising the security. Hawne Collieries Co., Malins, V.-C., 11 July, 1877. A. 1414.

If after a supervision order any proceeding against the co., 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. 430.

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 so 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 ma le 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. Supra, Form 434. Where the court adjudicates generally on the debts and claims, the procedure will be the same as in a compulsory winding up. Supra, p. 400, et seq.

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.

Contributories.

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. a good many cases application is made to the court to settle the list. by contributories to rectify the list are common.

However, in
Applications

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 Liquidator.

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. 366.

Remuneration of Liquidator.

Upon the application of C. the liq. of co. and upon hearing the Form 617. solicitors for the applicants and for D. the person appointed to represent order as to the creditors, and upon reading an order dated 18 July 1876, the affir- remuneration mation of the said C. filed, &c., Order that the sum of 7. be allowed of liquidators.

Form 617. the said liq. for his services as liq. from the 1 July, 1876 to the 31 March, 1877, both inclusive, and that he be at liberty to retain the same out of the assets of the said bank. And order that the costs of this application be costs in the winding up. Oriental Commercial Bank, Bacon, V.-C., 18 Ap. 1877. B. 678.

Form 618.

Form 619.

Order removing liquidator.

The court is sometimes asked to give the remuneration of the liquidators as above.

Taxation of Liquidator's Costs, &c.

Upon the application of L. the liq. of co. by summons dated 15 June, 1877, and upon hearing the solicitor for the said liq. and for N. a debenture holder of co., and upon reading, &c., and an order dated 6 Nov. 1875, It is ordered [usual order for taxation of liquidator's costs, &c.], And order that such costs, charges, and expenses when so taxed be paid out of the assets of the said 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 at p. 482.

Removal of Liquidator.

Upon the application of, being the committee appointed by the general body of creditors to represent them in the winding up of the above-named company, &c., It is ordered that B., one of the joint liquidators of the said company be, and he is hereby removed from such office, and the said K., the other joint liquidator, be continued, and he is hereby appointed sole liquidator of the said company; And it is ordered that the applicants and the said B. & K. be allowed their costs of and relating to this application out of the assets of the said company [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. 374.

Applications to the Court.

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 313], 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, p. 339, et sey.

Dissolution.

Upon the application of the above-named co. &c., and it appearing Form 620. that the affairs of the said co. are fully wound up, It is ordered that Liberty to call the liquidators of the said co. do make up an account and call a general final meeting. meeting of the members of the said co., as provided by sec. 142 of

the above-mentioned Act. Imperial Mercantile Credit Assoc. Limd., 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, p. 486, et seq.