be a creditor for 45,000l. or thereabouts, and is admitted as a creditor of Form 635. the company by your petitioners, the said official liquidators, to the amount of 44,2751.

7. The several other creditors whose names or descriptions appear in Schedule the first schedule to the agreement hereinafter mentioned, have also been creditors. admitted by your petitioners the said official liquidators, as creditors of the company for the several sums in the said schedule set opposite to their respective names or descriptions, which sums amount in the aggregate to the sum of 91,5567. 188. 10d. There are other claims against Unadmitted the company of considerable magnitude still outstanding, some of which claims. are disputed, and others are as yet unascertained, all which claims are hereinafter referred to as the unadmitted claims.

8. In the course of the winding up, disputes arose in reference to cer- Disputes in tain securities given, or alleged to have been given, by the company to liquidation. Proposal by the Bank of and to the said W. S. D., the settlement or w. s. D. decision of which disputes would necessarily take a considerable time and cause very considerable expense, and the said W. S. D. accordingly laid a proposal before your petitioners the liquidators, by which he was to take over the company's assets, and undertake to pay a composition of 5s. in the pound to the company's creditors in discharge of their claims.

creditors.

9. At a meeting of the principal creditors of the company, held on Committee of the 14th of May, 1875, the representatives of three of the principal creditors were appointed a committee to investigate the position of the company and to report thereon, and as to the advisability of accepting the said proposal of the said W. S. D., and on the 11th of June, 1875, the said committee made their report to the creditors of the company approving of the said proposal in the form of the arrangement hereinafter stated, and recommending adoption by the company's creditors, and the acceptance of a composition of 5s. 3d. in the pound.

10. The said arrangement so approved of by the said report was Proposed drawn up in the form of an agreement made between the company and agreement. your petitioners of the one part, and the said W. S. D. of the other part, and was (so far as is material to be here stated) in the words and figures following, namely:-"Memorandum of Agreement made and entered into this day of —, 1875, between the Bessemer Steel and Ordnance Company, Limited (hereinafter called the company) and C. F. K. and J. E. F. A., the official liquidators of the company of the one part, and W. S. D., of, of the other part (then follow recitals stating to the effect aforesaid). Now these presents witness, and (subject to the approval of the said Vice-Chancellor) it is hereby agreed between and by the said company and its official liquidators on the one part, and the said W. S. D. for himself, his heirs, executors, and administrators on the other part, as follows, that is to say,

"(1.) The said W. S. D. shall forthwith release the company, and w. S. D. to the said official liquidators thereof, of and from all sums of due or alleged to be due or claimable from the company to or by

money

release com pany.

Form 635.

W. S. D. to pay into bank sufficient to pay composition on ad

mitted claims.

And also on other claims when allowed.

How a sum of 4,000l. reserve to be applied.

When liquidators may pay creditors.

Costs of winding up, &c.

the said W. S. D., and generally from all claims and demands whatsoever.

"(2.) The said W. S. D., his executors or administrators, shall within fourteen days after these presents shall have been approved by the said Vice-Chancellor, pay to the credit of the said official liquidators at the Bank of England such a sum of money as, with the sum of 19,9797. 6s. 8d. (being the sum of 23,9791. 6s. 8d. now in the Bank of England less the sum of 4,000l. reserved), will make up the full sum of 24,0337. 14s., being the amount of a dividend of 5s. 3d. in the pound on the total amount of the said admitted claims.

"(3.) The said W. S. D., his executors or administrators, shall also
within fourteen days from the date of the allowance by the said
Vice-Chancellor or the Court of appeal of any of the said unad-
mitted claims, pay to the credit aforesaid such a sum of money
as with so much of the amount (if any) then standing to the same
credit as the judge shall direct, shall be equal in amount to a
dividend of 58. 3d. in the pound on the said unadmitted claim or
claims so allowed.

"(4.) The said official liquidators shall be at liberty immediately, or
so soon as conveniently may be after the payment of the afore-
said credit of the sum mentioned in the second clause of this
agreement, to apply with the sanction of the said Vice-Chancellor
the sum of 4,000l., part of the monies which will then be stand-
ing to the credit aforesaid (or so much thereof as may be neces-
sary) in payment of the sum of 1007. to the aforesaid committee
for their expenses, and in part payment of the costs, charges and ex-
penses now remaining unpaid of the provisional official liquidators
and official liquidators, and part payment of the remuneration to
the official liquidators, and to apply the said sum of 24,0337. 148.,
being the amount of the said dividend of 5s. 3d. in the pound in
paying to the said several creditors enumerated in the first sche-
dule hereto a dividend or composition at the rate of 5s. 3d. in
the pound on the said admitted claims, being the several and
respective amounts appearing opposite to the respective names or
descriptions of the said creditors in the first schedule hereto.
"(5.) The said official liquidators shall be at liberty from time to
time immediately or so soon as conveniently may be after the
payment to the aforesaid credit of any sum or sums of money
pursuant to Clause 3 of these presents, to pay out of the monies
then standing to such credit, with the sanction of the said
Vice-Chancellor, to the creditor, or several and respective cre-
ditors, in respect of whose debt or debts such sum or sums of
money shall have been paid to the said credit, the dividend
or composition of 5s. 3d. in the pound on the amount of their
respective debts.

"(6.) The said W. S. D. shall pay to the credit aforesaid the costs,

charges, and expenses as between solicitor and client, in, about, Form 635. or relating to the winding up of the company's affairs, including therein the costs of the petitioners and of the creditors and shareholders appearing on the petition to wind up, and directed by the said order of the 24th July, 1874, to be allowed, and also the costs of the C. H. Iron Company, Limited, in reference to this matter, including the costs incident to their attending before the judge in chambers under the last-mentioned order, such costs, charges, and expenses being taxed by the proper officer (in case the parties differ), and also the remuneration of the said official liquidators, and of the said provisional official liquidators of the company, such remuneration to be fixed by the judge (in case the parties differ), such payments except as to the sum payable under Clause 2 of this agreement to be from time to time made within fourteen days after the said costs and remuneration shall respectively be ascertained.

which are to

"(7.) The said official liquidators or other the official liquidators or Liquidator to official liquidator for the time being of the said company shall, get in assets, unless requested not so to do by the said W. S. D., his executors belong to or administrators, collect, get in, and realise such assets of the W. S. D. company as shall be outstanding at the date of the order to be made approving of this agreement, but subject as to money due in respect of calls to the sanction of the said Vice-Chancellor, and out of the monies to arise from such collection, getting in, and realisation shall, in the first place, pay the costs, charges, and expenses of such collection, getting in, and realisation, and in the next place shall make all the payments hereinbefore agreed to be made by the said W. S. D., and shall stand possessed of the residue thereof after all such payments shall have been made, in trust for the said W. S. D., his executors, administrators, and assigns. But the said W. S. D., his heirs, executors, or administrators shall save, harmless and indemnified, the said official liquidators or other the official liquidators or official liquidator for the time being against all losses, costs, charges, damages, or expenses which they or he may incur, sustain, or become liable to pay by reason of any acts, deeds, or proceedings which they or he may do, perform, or take, in reference to such outstanding assets.

claims, assets

W. S. D.

"(8.) When and as so n as all the said payments shall have been Upon paymade either by the said W. S. D. or by the said official ment of all liquidators or official liquidator as aforesaid, all the lands, to be made leases, and buildings, and stock in trade, plant, and machinery over to belonging to the said company, and all other the rights, claims, credits, and assets, of the company (subject to existing charges thereon) including the benefit of all sums of money due to and recoverable by the said company in respect of calls and all other

Form 635.

Winding up to continue for certain

purposes.

Deeds to be executed.

As to costs of.

Agreement conditional.

the rights, claims, credits, and assets of the company, or such part thereof as shall not have been collected, got in, and realised as aforesaid shall be conveyed and assigned to the said W. S. D., his heirs, executors, or administrators, according to the nature thereof, or to some person or persons in trust for him, his heirs, executors, or administrators, or as he or they shall direct, but that no proceedings for the recovery of sums of money due to the company in respect of calls shall be had or taken except with the sanction of the said Vice-Chancellor. "(9.) Notwithstanding this agreement and the said order to be made hereon, the winding up of the company shall continue so far as may be necessary for the purpose of carrying this agreement into effect, and for the purpose of settling the claims of creditors or persons claiming to be creditors other than those particularised in the said first schedule hereto, which shall not be disturbed, and of enforcing payment of calls due from contributories, but the costs, charges, and expenses as between solicitor and client of and relating to all future proceedings under the winding-up order, including the future remuneration of the said official liquidators or other the official liquidators or liquidator for the time being, the amount, in case the parties differ, of such costs, charges, and expenses to be taxed by the taxing master, and of such remuneration to be fixed by the judge, shall be borne and paid by the said W. S. D., his executors or administrators, in manner aforesaid, and the said W. S. D., his executors or administrators, and also the said official liquidators or other the official liquidators or official liquidator for the time being shall be at liberty to apply from time to time to the court, or to the said Vice-Chancellor in chambers as he or they may be advised. "(10.) All deeds of release, conveyances, assignments and other

deeds, if any, to be executed for the purpose of giving effect to this agreement, shall be prepared by the party by whom the same shall be required, and shall be perused and executed by the other party, and by all other necessary parties or companies as the judge may direct, and every such deed shall, in case of difference, be settled by the said Vice-Chancellor, but the costs, charges, and expenses of the preparation, perusal, and execution, and all other costs, charges, and expenses of and incidental to such deeds shall be borne and paid by the said W. S. D., his executors or administrators in manner aforesaid.

"(11.) These presents are conditional on the sanction of the court being obtained hereto on or before the 31st day of December, 1875, and in case the sanction of the said court shall not be obtained hereto on or before that day nothing herein contained shall in anywise affect or prejudice the rights of the said parties hereto as against each other, but each of the said parties hereto shall be at liberty to prosecute such rights as if these presents had not been signed."

Schedule to

There was a first schedule to the said agreement containing a com- Form 635. plete list of all the said admitted creditors of the company (other than the said W. S. D.) arranged in alphabetical order, with the various agreement. amounts due to them respectively set against their respective names in the said first schedule, and also a second schedule, containing a verbatim copy of the report of the said committee recommending the adoption and ratification of the said proposed arrangement.

ment by V.-C.

11. The form of the said agreement was submitted to His Honor the Approval of Vice-Chancellor Sir Richard Malins, in chambers, and duly approved of form of agreeby him, and His Honor thereupon directed that a meeting of the credi- Meeting tors of the company should be summoned by advertisement in the Lon- ordered. don Gazette and certain other newspapers, to consider the terms of the said agreement, and that your petitioner C. F. K. should act as chairman. of the said meeting, which was to be held at the offices of Messrs. & Co. No., Walbrook, in the city of London.

called

12. Your petitioner proceeded to summon a meeting of the creditors Meeting of the company in accordance with the said direction, but by inadvertence the advertisements which His Honor had directed were not inserted in the papers specified, but instead thereof a circular convening the said meeting in the same form as the advertisement would have been if it had been published was sent by post to each of the creditors of the company personally.

13. The said meeting was held on the 24th of September, 1875, in ac- and held. cordance with the said circular, and at the place and time therein mentioned, viz., at the offices of Messrs. & Co., aforesaid, at o'clock on Friday, the 24th of September, 1875. Your petitioner, C. F. K., took the chair at the said meeting, as directed by His Honor

the Vice-Chancellor Sir Richard Malins as aforesaid.

14. The said meeting was attended either personally or by proxy by Who attended. sixty-nine creditors to whom debts against the company have been allowed, or whose debts appear in the company's books, as are admitted by your petitioners to be due, amounting in the whole to the value of 120,0027. 12s. 3d., the total indebtedness of the company being 170,000l., or thereabouts. The question was then submitted to the said meeting whether the creditors of the company approved of the said proposed agreement, which was then and there read to all the creditors who were present.

15. All the creditors of the company then present as representing as Approval of aforesaid 120,0027, 12s. 3d. (with the exception of one whose debt agreement by majority. amounts to the sum of 41. 108. 1d.) did at the said meeting approve of the said proposed arrangement, and desired that the same might be sanctioned by the High Court of Chancery and carried into effect. The creditors so agreeing as aforesaid constitute a majority in number, representing far more than than three-fourths in value of the creditors of the company. The said creditor for 4l. 10s. 1d., who objected as aforesaid, objected solely on the ground that his claim was for poors rate and ought to be paid in full.