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Contents (1970 - 01)
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Supreme Court Rules 1970
Current version for 6 January 2017 to date (accessed 29 March 2017 at 20:18)
Part 80
Part 80 Companies (New South Wales) Code and Corporations Law
Division 1 Preliminary
1   Interpretation
cf Companies Rules, 1968, r 4.
In this Part, unless the contrary intention appears:
corporation has the same meaning as it has in section 5 (1) of the Code.
Companies Regulations means the Companies (New South Wales) Regulations.
liquidator includes a provisional liquidator.
officer in relation to a corporation, has the same meaning as it has in section 5 (1) of the Code.
prescribed newspaper means:
(i)  where the proceedings relate to a corporation the prescribed office of which is, or, where the corporation does not have a prescribed office, the principal place of business of which is, or the last known principal place of business of which was, situated within 50 kilometres of the General Post Office, Sydney—a daily newspaper circulating generally in Sydney,
(ii)  where the proceedings relate to any other corporation—a newspaper circulating generally in the district in which the prescribed office of the corporation is situated or, where the corporation does not have a prescribed office, in which the principal place of business of which is, or the last known principal place of business of which was, situated.
prescribed office means:
(a)  where the corporation is a company—its registered office for the purposes of section 528 (1) of the Code,
(b)  where the corporation is a recognised company or a recognised foreign company—its principal office for the purposes of section 529 (1) of the Code,
(c)  where the corporation is a registered foreign company—its registered office for the purposes of section 530 (1) of the Code.
the Code means the Companies (New South Wales) Code.
the Company means the company in respect of which any proceedings are taken in the Court under the Code.
Subject to any order of the Court and subject to Part 80A rule 2 and the Supreme Court (Corporations) Rules 1999, this Part applies, making such changes as it is necessary to make, to proceedings under the Corporations Law as it applies to proceedings under the Companies (New South Wales) Code.
1B   Corporations Law: affidavit (s 459E (3))
An affidavit referred to in Section 459E (3) of the Corporations Law must:
(a)  be made:
(i)  by the person serving the demand,
(ii)  where the demand is served by more than one person—by one of those persons,
(iii)  where the, or a, person serving the demand is a corporation—by a member or officer of the corporation having knowledge of the facts so far as they are known to the corporation, or
(iv)  where the person serving the demand is the Crown—by an officer of the Crown having knowledge of the facts so far as they are known to the Crown,
(b)  set out the facts entitling the deponent under paragraph (a) to make the affidavit,
(c)  state the source of the deponent’s knowledge of the matters stated in the affidavit concerning the debt or debts,
(d)  state that the deponent believes those matters to be true, and
(e)  state that the deponent believes that there is no genuine dispute about the existence or amount of the debt or debts to which the demand relates.
1C   Corporations Law: affidavit (s 459Q (c))
An affidavit referred to in Section 459Q (c) of the Corporations Law must:
(a)  be made:
(i)  by the plaintiff,
(ii)  where there is more than one plaintiff—by one of them,
(iii)  where the, or a, plaintiff is a corporation by a member or officer of the corporation having knowledge of the facts so far as they are known to the corporation, or
(iv)  where the plaintiff is the Crown—by an officer for the Crown having knowledge of the facts so far as they are known to the Crown,
(b)  set out the facts entitling the deponent under paragraph (a) to make the affidavit,
(c)  state the source of the deponent’s knowledge of the matters stated in the affidavit concerning the debt or debts,
(d)  state that the deponent believes those matters to be true, and
(e)  state that the deponent believes that there is no genuine dispute about the existence or amount of the debt or debts to which the demand relates.
1D   Corporations Law: affidavit (s 596C)
(1)  An affidavit referred to in section 596C of the Corporations Law must set out:
(a)  the facts relied on to establish that the applicant is an eligible applicant for the purposes of section 596B,
(b)  the facts relied on to establish the matters referred to in section 596B (1) (b), and
(c)  if production of books is to be required—the deponent’s belief that the books, the production of which is sought, are reasonably required for the purposes of the examination, and the grounds for that belief.
(2)  A summons under section 596A or 596B of the Corporations Law shall be in Form 154A.
Division 2 Proceedings under the Code generally
2   Commencement of proceedings
(1)  Proceedings in the Court on an application for relief under the Code shall be commenced by summons.
cf CR 1968, r 23.
(2)  Nothing in subrule (1) prevents an application for relief under the Code being made by motion in existing proceedings.
3   Additions above title
cf CR 1968, r 7.
A summons in proceedings for relief under the Code shall bear, above the title, a reference to the name of the corporation to which the proceedings relate together with “and the Companies Code”.
4   Directing notice of any application etc
cf CR 1968, r 22 (a).
(1)  The Court may, at any stage of proceedings under the Code, direct that notice of anything be given to any person or that any document be served on any person and give such further directions with respect to those matters or documents as it thinks fit.
(2)  This rule does not limit any other powers of the Court.
5   Leave to creditor etc to be heard etc
(1)  In any proceedings under the Code, the Court may, on terms, grant to any person who is, or claims to be, a creditor, contributory or officer of the company or an officer of a creditor or contributory of the company, leave to be heard in the proceedings without becoming a party, and may at any time revoke leave so granted.
(2)  In any proceedings under the Code, the Court may, on terms, order that any person who is or claims to be a creditor, contributory or officer of the company be added as a defendant, and make orders for the further conduct of the proceedings.
(3)  Leave may be granted to a person under subrule (1) and an order may be made adding a person under subrule (2) on application by the person or by any party or of the Court’s own motion.
(4)    (Repealed)
6   (Repealed)
7   Inquiry as to creditors
cf CR 1968, r 14, 22 (c).
(1)  The Court may direct an inquiry as to any debts, claims or liabilities or class thereof of or affecting any corporation to which any proceedings under the Code relate.
(2)  Where the Court directs an inquiry under subrule (1), rule 10 applies, with the necessary modifications, as it applies where the Court directs that a list of creditors be settled.
8   Registrar furnishing copy of summons etc
cf CR 1968, r 17 (5).
The registrar shall, upon payment of the fee (if any) fixed under the Act, furnish to any person claiming to be a contributory, creditor or officer of the Company, an office copy of the summons and affidavits which are in the custody of the registrar and are filed by by the plaintiff in support of an application for the winding up of the Company.
Division 2A Part II of the Code
8A   Appeal from Board (s 30R)
cf CR 1968, r 39.
The Companies Auditors and Liquidators Disciplinary Board may, on application in writing made to it before the expiration of the time (other than the time extended by the Court) for instituting an appeal from its decision under section 30R of the Code, grant, by notice in writing, an extension of that time and where it does so, it shall deliver the notice to the applicant who shall file the notice with the summons instituting the appeal.
Division 3 Parts III–XI of the Code
9   Applications under ss 73, 118, 122, 123, 125, 133 and 175
cf CR 1968, r 29.
(1)  This rule applies to an application for an order under any of the provisions of the Code referred to in column 1 of the Table below:
Table
Column 1
Column 2
Provision
Description
73
Cancellation or alteration of the objects or powers of a company.
118
Confirmation of issue of shares at a discount.
122 (1)
Validation of issue or allotment of shares.
123 (5)
Confirmation of reduction of capital.
125 (4)
Cancellation, etc of variation or abrogation of rights of holders of special classes of shares.
133
Approving payment of interest out of capital
175 (5)
Confirmation of resolution to wind up scheme.
(2)  The matter in column 2 of the above Table is inserted for convenience or reference only and does not affect the operation of the rules.
(3)  Unless the Court otherwise orders, notice of an application to which this rule applies shall, not later than seven days before the date appointed for hearing, be published once in the Government Gazette and once in a prescribed newspaper.
(4)  The notice mentioned in subrule (3) shall:
(a)  in the case of an application for orders under section 123 (5) of the Code and for fixing a date under section 123 (3) (a) of the Code—be in Form 125, and
(b)  in any other case—be in Form 126.
(5)  Evidence in support of an application to which this rule applies shall include:
(a)  a statement of the statute under which the Company was incorporated,
(b)  a statement of the date of incorporation,
(c)  unless the Company is the plaintiff or has entered an appearance, proof of:
(i)  the address of its registered office at the date of search made under this subrule, being the latest address disclosed in a notice or annual return lodged with the Commission under section 84 (2) (b) (ia), section 85 (4) (fa), section 217 (1) or (3) or section 263 (1) of the Code,
(ii)  the date of lodgment of the notice or return disclosing that address,
as ascertained by search made not earlier than three days before:
(iii)  if the summons was served on the Company by post—the date of posting, or
(iv)  if the summons was served otherwise—the date of service,
(d)  unless the Company is the plaintiff, the capacity in which the plaintiff makes the application.
(6)  Rule 20 applies to an application to which this rule applies as it applies to an application for a winding up order under the Code.
10   Reduction of capital (s 123)
cf CR 1968, r 31.
(1)  This rule applies where, on an application for an order under section 123 (5) of the Code, the Court fixes a date under section 123 (3) (a) of the Code.
(2)  Within seven days after the date fixed under section 123 (3) (a) of the Code, the Company shall:
(a)  make out a list of creditors, and
(b)  file an affidavit in Form 127 verifying the list.
(3)  Copies of the list shall be kept at the registered office of the Company and be available for inspection there at all times when the office is required to be open and accessible to the public.
(4)  Within seven days after the date of filing the affidavit under subrule (2) (b), the Company shall:
(a)  publish once in the Government Gazette and once in a prescribed newspaper a notice in Form 126, and
(b)  serve on each creditor whose name is entered on the list mentioned in subrule (2) (a) a notice in Form 128.
(5)  Within seven days after the expiry of the time fixed by the Court for creditors to send particulars of their claims to the solicitor for the Company, the Company shall file an affidavit in Form 129.
(6)  Where the Company contends that a person is not entitled to be entered on the list or disputes the amount of a debt or claim claimed by a person, the Company shall, unless the Company is willing to appropriate, as the Court directs, the full amount of the debt or claim, serve on the person a notice in Form 130.
(7)  The Court may, on the adjudication of claims:
(a)  allow any claim and fix the amount allowed,
(b)  direct that any claim be investigated in such manner as the Court thinks fit,
(c)  require any claimant to furnish particulars or evidence of his claim or produce any security relating to his claim, or
(d)  disallow any claim.
(8)  Where a claimant does not comply with a notice served on him under subrule (6), the Court may disallow his claim.
(9)  In subrules (7) and (8), claim includes part of a claim.
11   Reduction of capital: appointment for hearing (s 123)
cf CR 1968, r 32.
Where the Court settles the list under section 123 (3) (b) of the Code, the Court shall appoint a date for hearing of the proceedings on the application for the order under section 123 (5) of the Code.
12   Registration of transfer of shares etc (s 184)
(1)  An application to the Court for an order for the issue of a summons under section 184 (3) of the Code may be made without serving the summons by which the application is made on any person.
(2)  A summons under section 184 (3) of the Code may be in Form 131.
13   (Repealed)
14   Compromise with creditors etc (ss 315, 317)
cf CR 1968, r 23 (i).
(1)  An application for relief under a subsection of section 315 of the Code, (which section relates to a compromise with creditors etc) other than under subsection (1) of that section, shall be made by motion in the proceedings on the application for the order under subsection (1) of that section.
(2)  Rule 9 applies to an application for an order under section 315 (4) or section 317 (1) of the Code as it applies to an application for an order under the provisions of the Code mentioned in rule 9 (1).
(3)  The Court may, on the application of any person whose rights are affected by a compromise or arrangement approved under section 315 (4) of the Code, fix or review the remuneration of the person appointed to administer the compromise or arrangement.
15   Oppression or injustice (s 320 (2))
Rules 18, 19, 20, 21 and 22 apply to an application for an order under section 320 (2) of the Code as they apply to an application for an order under section 364 (1) of the Code and as if for the reference in rule 18 (3) (e) to a paragraph of section 364 (1) of the Code there were a reference to a subparagraph of section 320 (1) (a) of the Code.
16   Release of official manager (s 355)
cf CR 1968, r 216.
A person applying for an order under section 355 (19) or section 355 (20) of the Code shall give notice of his application:
(a)  to every creditor who has proved his debt, and
(b)  to any creditor mentioned in the report referred to in section 335 (4) of the Code who has not proved his debt.
Division 4 Part XII of the Code (winding up)
17   Company Index: search (s 363)
cf CR 1968, r 44 (1).
Any person may, upon payment of the fee (if any) fixed under the Act, search in the Company Index kept in the registry against the name of the Company which is the subject of a winding up application or which is in the course of being wound up.
18   Application for a winding up order under s 364 (1)
(1)  This rule applies to an application for an order under section 364 (1) of the Code.
(2)  The summons claiming the order may be in Form 132.
(3)  The evidence in support of the application shall include:
(a)  a statement of the statute under which the Company was incorporated,
(b)  a statement of the date of incorporation,
(c)  unless the Company is the plaintiff or has entered an appearance, proof of:
(i)  the address of its registered office at the date of search made under this subrule, being the latest address disclosed in a notice or annual return lodged with the Commission under section 84 (2) (b) (ia), section 85 (4) (fa), section 217 (1) or (3) or section 263 (1) of the Code,
(ii)  the date of lodgment of the notice or return disclosing that address,
as ascertained by search made not earlier than three days before:
(iii)  if the summons was served on the Company by post—the date of posting, or
(iv)  if the summons was served otherwise—the date of service,
(d)  unless the Company is the plaintiff, the capacity in which the plaintiff makes the application,
(e)  the grounds of the application and a reference to the paragraph of section 364 (1) of the Code under which the plaintiff is proceeding.
(4)  Unless the Court otherwise orders, notice in Form 126 of the application shall, not earlier than three days after the date of service on the Company of the summons claiming the order and not later than seven days before the date of hearing, be published once in the Government Gazette and once in a prescribed newspaper.
19   Serial number: winding up
cf CR 1968, r 43.
The serial number assigned to the summons claiming an order for the winding up of the Company shall be borne by every document filed in proceedings in the winding up of the Company after the winding up order is made.
20   Notice of intention to appear
cf CR 1968, r 27, 28.
(1)  This rule applies in proceedings on an application for a winding up order under the Code.
(2)  Where a person on whom the summons has not been served intends to appear on the hearing of the application, he shall add to his notice of appearance a note in Form 133.
(3)  The notice shall be served on the plaintiff before 1 in the afternoon of a day (being a day on which the registry is open for business) before the date appointed for hearing.
(4)  Where the plaintiff has received any notice mentioned in subrule (2) he shall, at or before the hearing, file a notice in Form 134.
21   Substituted plaintiff in winding up application
cf CR 1968, r 52.
(1)  Where a plaintiff, in proceedings on an application for a winding up order:
(a)  fails to take all the steps prescribed by these rules preliminary to the hearing,
(b)  seeks the leave of the Court to discontinue the proceedings,
(c)  consents to the proceedings being dismissed,
(d)  does not appear when the proceedings are called on for hearing,
(e)  does not claim the order at the hearing, or
(f)  does not obtain the order at the hearing,
the Court may, at any time, on terms, subject to the Code, on application of any person, make orders for the further conduct of the proceedings, including an order in Form 135 substituting that person for the former plaintiff.
(2)    (Repealed)
22   Discontinuance
Rule 12.2 of the Uniform Civil Procedure Rules 2005 does not apply to proceedings on an application for a winding up order.
22A   Notice to liquidator of appointment
(1)  Where an order for the winding up of a Company is made, the plaintiff shall:
(a)  complete two forms of notice in Form 135A,
(b)  leave a copy with, and obtain a sealed copy from, the proper officer of the Court,
(c)  serve the sealed copy on the liquidator appointed:
(i)  where the order is made before noon—before 5 in the afternoon,
(ii)  where the order is made in the afternoon—before noon of the following day.
(2)  A sealed copy is sufficiently served on a liquidator within the time prescribed in subrule (1) (c) if the information contained in the copy is transmitted to the liquidator’s facsimile transmission number by a means that reproduces, in the hands of the liquidator, that information as it appears in the copy.
23   Form of winding up order
cf CR 1968, r 58.
A minute of a winding up order may be in Form 136.
23A   (Repealed)
24   Stay of proceedings against company (s 367)
Where an action or other civil proceeding against a company is pending in the Court in a Division, an application to the Court for an order under section 367 (6) of the Code may be made by motion in the action or proceeding in that Division.
24A   Validation of dispositions of property etc (s 368)
An application for an order under section 368 (2) of the Code (which subsection relates to the validation of dispositions of property etc) shall be made by motion in the proceedings for the winding up order.
25   Proceedings against a Company after a winding up order (s 371)
An application for leave under section 371 (2) of the Code may, where the proceedings in respect of which leave is sought have been commenced in a Division, be made by motion in those proceedings in that Division.
26   Appointment of provisional liquidator (s 372)
cf CR 1968, r 50 (3).
(1)  An application for the appointment of a provisional liquidator under section 372 (2) of the Code shall be made by motion in the proceedings for the winding up order.
(2)  Any party obtaining an order under section 372 (2) of the Code shall:
(a)  complete two forms of notice in Form 136A,
(b)  leave a copy with, and obtain a sealed copy from the proper officer of the Court,
(c)  serve the sealed copy on the provisional liquidator appointed:
(i)  where the order is made before noon—before 5 in the afternoon,
(ii)  where the order is made in the afternoon—before noon of the following day,
(d)  publish once in the Government Gazette and once in a prescribed newspaper a notice in Form 137, and
(e)  serve an office copy of the minute of order on the provisional liquidator.
(3)  A sealed copy is sufficiently served on a provisional liquidator within the time prescribed in subrule (2) (c) and an office is sufficiently served under subrule (2) (e) if the information contained in the copy is transmitted to the provisional liquidator’s facsimile transmission number by a means that reproduces, in the hands of the provisional liquidator, that information as it appears in the copy.
27   Notice to liquidator of appointment
cf CR 1968, r 55.
The registrar shall, forthwith after a person has been appointed liquidator or provisional liquidator, give notice to that person of his appointment.
28   Notice of appointment of liquidator
cf CR 1968, r 57.
Where the Court makes an order for the winding up of the Company and appoints a liquidator, the liquidator shall, not later than seven days after the order is made, publish a notice in Form 138 once in the Government Gazette and once in a prescribed newspaper.
29   Provisional liquidator (s 372)
cf CR 1968, r 50 (5).
(1)  Subject to the Code and the rules and subject to any directions of the Court, a liquidator appointed provisionally under section 372 (2) of the Code shall have power to carry on the business of the Company and the powers specified in section 377 (2) (a)–(k) of the Code.
(2)  For the purpose of enabling the provisional liquidator to take out letters of administration or recover money as mentioned in section 377 (2) (h) of the Code, the money due shall be deemed to be due to the provisional liquidator himself.
(3)  The exercise by the provisional liquidator of the powers conferred by this rule is subject to the control of the Court, and any creditor or contributory may apply to the Court with respect to any exercise or proposed exercise of any of those powers.
30   Filling vacancy in office of liquidator (s 373)
cf CR 1968, r 89 (5).
A person applying to the Court for an order under section 373 (7) of the Code shall, not later than seven days before the date appointed for hearing, publish, in a prescribed newspaper, a notice of his intention to apply to the Court for the order.
31   Copy of report under s 375 (7) (a)
cf CR 1968, r 66.
The copy of the report required to be filed with the Court under section 375 (7) (a) of the Code shall be a copy certified in writing by the liquidator of the Company to be a true copy of the original report.
32   List of contributories (s 378 (1) (a))
cf CR 1968, r 140.
Where, in a winding up by the Court, a liquidator has settled a list or supplementary list of contributories, he shall, within 14 days after certifying it, file a copy of it and the certificate.
33   Liquidator to file resolutions
cf CR 1968, r 100.
(1)  The liquidator appointed by the Court shall, after the passing of any resolution of a meeting of creditors, of contributories, of both or of the committee of inspection, file a copy certified by him of the resolution.
(2)  The certificate may be in Form 139.
34   (Repealed)
35   Release of liquidator (s 381)
(1)  A summons by which an application is made under section 381 (c) or section 381 (d) of the Code for an order that the liquidator be released shall bear a note “Section 382 (3) of the Companies (New South Wales) Code provides” and state the provisions of the subsection.
(2)  The liquidator shall file with a summons claiming an order mentioned in section 381 (c) or section 381 (d) of the Code a summary of receipts and payments in the winding up and a statement showing the position of the Company at the date of filing the summons.
(3)  The liquidator shall give notice of the application and copies of the summary and the statement:
(a)  to every creditor who has proved his debt, and
(b)  to every contributory.
cf CR 1968, r 206.
(4)  The evidence in support of the application shall include statements in an affidavit by the liquidator to the following effect:
(a)  “To the best of my belief there has been no act done or default made by me in the administration of the affairs of the company or otherwise in relation to my conduct as liquidator which is likely to give rise to any liability to the company or any creditor or contributory (where applicable add except as disclosed in this affidavit)”,
(b)  “I am not aware of any claim made by any person that there has been any such act or default (where applicable add except as disclosed in this affidavit)”.
36   Report by the liquidator to the Court: stay of winding up (s 383)
cf CR 1968, r 73 (1); (As to s 384 of the Code (delivery of property to liquidator and calls), see rules 40–45.)
A report by the liquidator to the Court under section 383 (2) of the Code may be furnished to the Court by filing it in Form 140.
37   Special manager (s 385)
cf CR 1968, r 61.
(1)  This rule applies to proceedings in the Court under section 385 of the Code (which section relates to a special manager).
(2)  The liquidator may file an unverified statement in support of the application, instead of an affidavit.
(3)  Security is sufficiently given if it is given for any winding up in which the person giving security is appointed a special manager.
(4)  The Court may at any time and from time to time give directions for the giving of security in a different amount to the amount for which security was previously given.
(5)  Where security is given to the satisfaction of an associate Judge he shall give a certificate to that effect.
38   Accounting by special manager
cf CR 1968, r 62.
(1)  Subject to any order of the Court under section 385 (2) (a) of the Code, the special manager shall furnish his accounts to the liquidator.
(2)  The accounts shall be verified by affidavit.
(3)  The affidavit may be in Form 141 and subscribed to the accounts.
(4)  When the accounts are approved by the liquidator, the totals of the receipts and payments shall be included by the liquidator in his accounts.
39   Default of special manager
cf CR 1968, r 64.
(1)  Where any special manager is required by the rules or any direction of the Court to do anything and does not carry out the requirement, the liquidator shall apply to the Court for directions in respect of the default and the Court may make such orders and give such directions as the Court thinks fit.
(2)  Without limiting subrule (1), where a special manager is required by the rules or by any order or direction of the Court to pay into Court any sum shown by his account as due from him, and he does not comply with the requirement, the Court may charge him with interest at the rate prescribed for payment of interest by a receiver under Rule 26.6 (3) of the Uniform Civil Procedure Rules 2005 on that sum while in his possession as special manager.
(3)  This rule does not limit the powers of the Court as to the enforcement of orders or as to the punishment of contempt.
40   Requirement by liquidator to pay money etc (ss 384 (1) and 389)
cf CR 1968, r 136.
A requirement by a liquidator under section 384 (1) of the Code may be in Form 142.
41   Calls: sanction of committee of inspection (ss 384 (3), 389)
cf CR 1968, r 145 (1).
(1)  In a winding up by the Court the liquidator shall, for the purpose of obtaining the sanction of the committee of inspection under section 389 (2) (a) of the Code:
(a)  convene a meeting of the committee by serving notice in Form 143 on every member of the committee so as to reach him not later than seven days before the date appointed for the meetings,
(b)  serve on every member of the committee, with the notice mentioned in paragraph (a), a statement in Form 144, and
(c)  publish notice of the meeting in Form 145 once in the Government Gazette and once in a prescribed newspaper or as the Court may direct.
(2)  The committee shall, before sanctioning the proposed call, consider representations (if any) made by any contributory to the liquidator or any member of the committee in writing before or at, or orally at, the meeting.
(3)  A resolution of the committee of inspection sanctioning a call may be in Form 146.
42   Application for leave to make a call (ss 384 (3), 389)
cf CR 1968, r 146.
(1)  This rule applies to proceedings on an application for an order under section 389 (2) (a) of the Code (which section relates to leave to make a call).
(2)  The summons may be in Form 147.
(3)  The affidavit in support of the application may be in Form 148.
(4)  Subject to subrule (5), the summons shall be served on each contributory on whom it is proposed the call should be made.
(5)  The summons need not be served on the contributories where the Court directs that notice of the proposed call may be given by advertisement.
(6)  The advertisement may be in Form 149.
(7)  The copy of the summons served on a contributory may show only the amount claimed to be owing by him.
(8)  The order granting leave may be in Form 150.
43   Filing notice of amount of call per share (ss 384 (3), 389)
cf CR 1968, r 146.
Where in a winding up by the Court the liquidator is authorised under section 389 (2) (a) of the Code to make a call, he shall file a notice in Form 151 showing the amount of the call per share.
44   Call on contributories (ss 384 (3), 389)
cf CR 1968, r 147.
(1)  In a winding up by the Court, the liquidator shall make a call on a contributory by serving a notice in Form 152 or Form 153 as the case may require, on the contributory.
(2)  The Court may direct that notice of the order granting leave to make the call or of the resolution sanctioning the making of the call be advertised.
45   Application for order for payment of call (s 384 (3) (b))
cf CR 1968, r 148; (As to s 385 of the Code (special manager), see rules 37–39.)
Evidence in support of an application for an order under section 384 (3) (b) of the Code (which relates to an order for payment of a call) shall include an estimate of the amount owing by each contributory (if more than one) in respect of the costs of the application and of carrying it into effect and a statement that the estimate is based on an apportionment of the costs of the application equally among the contributories who have not paid the call.
46   Powers of liquidator (s 389)
Subject to the Code, the rules and the Companies Regulations, the powers and duties conferred or imposed on the Court by Part XII of the Code in respect of:
(a)  the holding and conducting of meetings to ascertain the wishes of creditors and contributors,
(b)  the paying, delivering, conveyance, surrender or transfer of money, property or books to the liquidator,
(c)  the making of calls and the adjusting of the rights of contributories among themselves and the distribution of any surplus among the persons entitled to it, and
(d)  the fixing of a time within which debts and claims must be proved,
may be exercised and shall be performed by the liquidator as an officer of the Court and subject to the control of the Court.
47   Proceedings against company after voluntary winding up (ss 401, 402)
An application for leave under section 401 (2) or section 402 (2) of the Code may, where the proceedings in respect of which leave is sought have been commenced in a Division, be made by motion in the proceedings.
48   Complaints concerning liquidator (s 420 (1))
A complaint to the Court under section 420 (1) of the Code shall be filed with the summons claiming an inquiry under the subsection in respect of the matter complained of.
49   Report concerning liquidator (s 420 (2))
cf CR 1968, r 211.
(1)  A report to the Court by the Commission under section 420 (2) of the Code shall be filed with the summons claiming orders under the subsection in respect of the matter reported.
(2)  A report made under section 420 (2) of the Code shall not be inspected or used except by leave of the Court.
50   Resignation of liquidator (s 421)
cf CR 1968, r 89 (1).
Where, in a winding up by the Court, the liquidator resigns, he shall, within the time prescribed by section 421 (2) of the Code, file a copy of the notice of the resignation in the form prescribed by the Companies Regulations.
51   (Repealed)
52   Report by the chairman to the Court: meeting of creditors etc (s 431)
cf CR 1968, r 73 (1).
A report by the chairman to the Court under section 431 (1) of the Code may be made by filing a report in Form 140.
53   Committee of inspection (s 432)
cf CR 1968, r 74 (2).
(1)  The Court may, in proceedings for an order under section 432 (2) of the Code (which subsection relates to the appointment of a committee of inspection) make an appointment for hearing of the proceedings and give directions for service and publication of notice of the appointment.
(2)  On the hearing the Court may hear the liquidator, any creditor and any contributory.
54   Filing proof of debt (s 438)
cf CR 1968, r 164.
In a winding up by the Court the liquidator shall, within three days after service upon him of a summons instituting an appeal from his decision rejecting a creditor’s proof of debt, file the proof and a copy of the notice given by him under regulation 125 (1) of the Companies Regulations.
55   (Repealed)
56   Disclaimer (s 454)
cf CR 1968, r 130.
The applicant for leave under section 454 (6) of the Code shall file an affidavit showing who the persons interested are and their interests.
57   Winding up of bodies other than companies (s 470)
The rules apply, with such adaptations as are necessary, to a body to which Part XII Division 6 of the Code applies as they apply to a Company.
58   Stay of proceedings against body other than a Company (s 472)
An application for leave under section 472 (2) of the Code may, where the proceedings in respect of which leave is sought have been commenced in a Division, be made by motion in those proceedings in that Division.
Division 5 Part XIV of the Code (miscellaneous)
59   Security for costs: plaintiff corporation (s 533)
cf CR 1968, r 3 (3).
Where a proceeding referred to in section 533 of the Code (which section relates to a plaintiff corporation giving security for costs) has been commenced in a Division, an application under that section may be made by motion in those proceedings in that Division.
60   (Repealed)
61   Appeal from liquidator etc (s 538)
cf CR 1968, r 39.
A person mentioned in section 538 (a), (b), (c) or (d) may, on application in writing made to him before the expiration of the time (other than the time extended by the Court) for instituting an appeal from his act, omission or decision, grant, by notice in writing, an extension of that time and where he does so, he shall deliver the notice to the applicant who shall file the notice with the summons instituting the appeal.
61A   Irregularities (s 539)
Subject to any direction of the Court, an application for an order under section 539 of the Code in or for the purposes of or in relation to any proceedings in the Court may be made by motion in those proceedings.
62   Examination of person concerned with corporation (s 541)
cf CR 1968, r 119–126.
(1)  This rule applies to proceedings on an application to the Court for an order under section 541 (3) of the Code.
(2)  The summons by which the application is made shall be served:
(a)  where a liquidator has been appointed, unless he is the applicant—on the liquidator, and
(b)  unless the Commission is the applicant—on the Commission,
and need not be served on any other person unless the Court so directs.
(3)  The applicant shall, when making the application, lodge in the registry a draft minute in Form 154 of the order sought.
(4)  A minute of the order made shall be served personally on the person who is to be examined and shall be served, where the liquidator is the applicant, on the Commission and, where the Commission is the applicant, on the liquidator.
(5)  The applicant shall publish once in the Government Gazette and once in a prescribed newspaper, notice of the time and place appointed for the holding of an examination but not, unless the Court so orders, for the holding of an adjourned examination.
(6)  Where the Court makes an order under section 541 (13) of the Code, the written record, signed if so required by the Court under that subsection, shall be filed in the registry.
(6A)  Where:
(a)  the examination of a person under section 541 of the Code is held wholly or partly in public, and
(b)  a written record or transcript of the questions put to the person and the answers given by the person at the examination is filed in the registry,
the registrar shall, upon application by the person made within 3 years of the date of the conclusion of the examination and payment of the prescribed fee, furnish to the person a copy of the written record or transcript of such part of his examination as is held in public.
(7)  A transcript is authenticated under section 541 (14) of the Code by a certificate by the person who made the transcript certifying it to be a correct record of the examination.
(8)  A written record or transcript of an examination under section 541 of the Code shall not, except with the leave of the Court, be open to inspection by any person.
(9)  Subrule (8) does not apply to the liquidator or any person authorised by the Commission.
(10)  Where the examination is held before a court other than the Court, the powers of the Court under this rule may be exercised by that other court.
63   Default in relation to an examination
cf CR 1968, r 127 (2).
(1)  Where a registrar constitutes the Court for the purpose of an examination under section 541 of the Code and a person (the person in default) refuses or fails to do anything mentioned in section 541 (7), (8) or (9) of the Code, he shall, at the request of any person who took part in the examination, give to that person a certificate, signed by him, of the refusal or failure.
(2)  The Court may, upon the certificate being filed and on motion by any party, order the person in default:
(a)  to do the thing, and
(b)  to pay any costs occasioned by his refusal or failure.
Division 6 Meetings ordered by the Court
64   Application of regulations
cf CR 1968, r 92.
Subject to the Code and subject to any directions of the Court, the provisions of regulations 84–99 of the Companies Regulations apply to and in respect of meetings ordered by the Court.