« EelmineJätka »
No. 43 in the 3rd Schedule hereto, shall be sufficient evidence of the nonpayment thereof.
41. All moneys, bills, notes, and other securities paid and delivered into the Bank of England, shall be placed to the credit of the account of the official liquidator of the Company; and orders for any such payment and delivery shall direct the same accordingly.
Delivery out of Securities, and Payment Out and Investment of Moneys.
42. All bills, notes, and other securities delivered into the Bank of England, shall be delivered out upon a request signed by the official liquidator, and countersigned by the chief clerk of the Judge: and moneys placed to the account of the official liquidator shall be paid out upon cheques or orders, signed by the official liquidator, and countersigned by the chief clerk of the Judge.
43. All or any part of the money for the time being standing to the credit of the account of the official liquidator at the Bank of England, and not immediately required for the purposes of the winding up, may be invested in the purchase of Bank 37. per Cent. Annuities, Reduced 37. per Cent. Annuities, New 31. per Cent. Annuities, or New 27. 10s. per Cent. Annuities, in the name of the official liquidator, or in the purchase of exchequer bills. All such investments shall be made by the Bank of England, upon a request signed by the official liquidator, and countersigned by the chief clerk of the Judge, and which request shall be a sufficient authority for debiting the account with the purchase money; and such exchequer bills, and in case of an exchange thereof any new exchequer bills, shall be retained by or deposited with the Bank of England, in the name and on behalf of the official liquidator; and such annuities or exchequer bills shall not afterwards be sold or transferred or otherwise dealt with except upon a direction for that purpose, signed by the official liquidator, and countersigned by the chief clerk of the Judge, or under an order to be made by the Judge.
44. All dividends and interest to accrue due upon any such annuities, shall from time to time be received by the Bank of England, under a power of attorney to be executed by the official liquidator, and placed to the credit of the account of such official liquidator; and such of the exche
quer bills as shall from time to time be in course of payment, shall be delivered by the Bank of England to one of their cashiers, who is to receive the interest due thereon, and exchange the same for new bills, in case such new bills are issued, or otherwise to receive the principal and interest due on such of the said bills, so in course of payment, as cannot be exchanged, and pay the said interest, or principal and interest, as the case may be, into the Bank of England, to the credit of the account of the official liquidator of the Company.
Direction or Sanction of the Judge.
48. The sanction of the Judge to the drawing, accepting, making, and endorsing of any bill of exchange or promissory note by any official liquidator, shall be testified by a memorandum on such bill of exchange or promissory note, signed by the chief clerk of the Judge.
50. The direction or sanction of the Judge for any other proceeding or act to be taken or done by the official liquidator, shall be obtained upon summons, and an order shall be drawn up thereon, unless the Judge shall otherwise direct.
56. Certificates on passing an official liquidator's account may be approved and signed by the Judge without delay, and upon being so signed shall be filed and forthwith acted
With the exception of the rules as to the official liquidator's duties on settling the list of contributories, on claims, on compromising debts or settling a scheme for general liquidation, the above are all the sections of the Act of 1862, and the rules made thereon, relating to the appointment and duties of the official liquidators.
Commencing with section 92 we find an official liquidator is to be appointed by the Court for the purpose of conducting the proceedings, and to assist the Court therein. The course to be pur
sued for this object is prescribed by rules 8 and 9. AdvertiseBy rule 8 the Court may appoint an official liquidator without advertisement or notice to any party, but this will only be done as in The Leeds Banking Company (in chambers), where the chief clerk or Judge is satisfied that the person nominated is supported by the majority in number and value of the creditors, and the majority in number and shares of the contributories, and that the person proposed is a fit and proper person. This appointment may be made on the summons to consider the order to wind up; but should the chief clerk determine to fix a time and place for the appointment, and give directions to that effect advertisements are to be inserted as pointed out in rule 9. A form of the advertisement will be found in Appendix.
Preparatory to the meeting nomination papers should be signed by the creditors and contributories in the form in the Apendix, and an affidavit, as to the fitness of the party proposed, should be made by some competent person. In The State Fire Office (6 L. T. N. S. 40), Vice Chancellor Wood condemned the practice of sending circulars to shareholders canvassing for the appointment, and in that particular case set aside the appointment made by the chief clerk. The practice is also disapproved of at the Rolls.
At the meeting for the appointment of the official liquidator, the papers containing the adver
Persons to be appointed.
tisement must be produced, and the chief clerk then proceeds with the appointment.
With regard to the person to be appointed the Lords Justices, in Re The Northumberland and Durham District Bank (2 De Gex & J. 508), expressed an opinion that the official liquidator should not be a shareholder but a disinterested person, and in The Leeds Banking Company, before Vice Chancellor Kindersley in chambers, the Vice Chancellor refused to appoint a contributory and a creditor as joint provisional liquidators with the Public Accountant, who was afterwards appointed sole official liquidator, intimating at the same time that he should not have sanctioned the appointment of three liquidators in The Northumberland Bank, but that he found them in office under the voluntary winding up of that Company which preceded the winding up by the Court. The Lords Justices have also decided that they will not interfere with the discretion of a Judge in appointing an official liquidator. (Re Agriculturist Cattle Company, Ex parte Lowe, 9 W. R. 910.)
The inclination of the Court, under the circumstances above mentioned, is to appoint only one official liquidator, but, should a case arise where two or more are appointed, the Court is then empowered to declare whether any act required or authorized to be done by the official liquidator is to be done by all or any one or more of such
persons. An order for the purpose will be found in Appendix.
The Court is further to determine what Security. security shall be given by the person appointed. The amount of security is not fixed as in the case of a receiver in a suit in the Court of Chancery, but according to the amount which it is probable the official liquidator will be likely to have in hand at one time. In The Leeds Banking Company, where the assets were estimated at near one million of pounds, the amount of the security was fixed at 20,000., and was entered into by the official liquidator with two sureties in 10,0007. each-the official liquidator in the whole amount. As a reason for this it is to be borne in mind that the official liquidator is, under rule 11, to pay all monies he receives into the Bank of England; and, should he retain in his hand any larger sum than 1007. for more than seven days, he is chargeable with interest at 10 per cent. and may have his salary or remuneration disallowed. All calls, too, are to be paid into the Bank of England direct, except in special cases directed by the Court. All bills, notes and other securities payable to the Company are also to be deposited in the Bank of England. On reference to rule 10 it will be seen that the Judge may accept the security of any Guarantee Society.
The official liquidator is appointed by order, and, unless he shall have given security, a time is