Supreme Court (Corporations Law) Rules 1999

i Supreme Court (Corporations Law) Rules 1999 S.R. No. 134/1999 TABLE OF PROVISIONS Rule Page ORDER 1—PRELIMINARY 1 1.1 Citation 1 1.1.1 Object and authorising provisions 1 1.2 Commencement and revocation 1 1.3 Application of these Rules and other rules of the Court 2 1.4 Expressions used in the Corporations Law 2 1.5 Definitions for these Rules 3 1.6 Reference to rules and forms 4 1.7 Substantial compliance with forms 4 1.8 Court's power to give directions 4 1.9 Calculation of time 5 1.10 Extension and abridgment of time 5 ORDER 2—PROCEEDINGS GENERALLY 6 2.1 Title of documents in a proceeding—Form 1 6 2.2 Originating process and interlocutory process—Forms 2 and 3 6 2.3 Fixing of hearing 7 2.4 Supporting affidavits 7 2.5 Affidavits made by creditors 7 2.6 Form of affidavits 8 2.7 Service of originating process or interlocutory process and supporting affidavit 8 2.8 Notice of certain applications to be given to Commission 9 2.9 Notice of appearance (s. 465C of the Law)—Form 4 11 2.10 Intervention in proceeding by Commission (s. 1330 of the Law)—Form 5 12 2.11 Publication of notices 12 2.12 Proof of publication 12 2.13 Leave to creditor, contributory or officer to be heard 13 2.14 Inquiry in relation to corporation's debts etc. 14 2.15 Meetings ordered by the Court 14 -- 1 of 99 -- Rule Page ii ORDER 3—COMPROMISES AND ARRANGEMENTS IN RELATION TO PART 5.1 BODIES 14 3.1 Application of Order 3 15 3.2 Nomination of chairperson for meeting 15 3.3 Order for meetings to identify proposed scheme 15 3.4 Notice of hearing (ss 411(4), 413(1) of the Law)—Form 6 16 3.5 Copy of order approving compromise or arrangement to be lodged with Commission 16 ORDER 4—RECEIVERS AND OTHER CONTROLLERS OF CORPORATION PROPERTY (PART 5.2 OF THE LAW) 17 4.1 Inquiry into conduct of controller (s. 423 of the Law) 17 ORDER 5—WINDING UP PROCEEDINGS (INCLUDING OPPRESSION PROCEEDINGS WHERE WINDING UP IS SOUGHT) 17 5.1 Application of Order 5 17 5.2 Affidavit accompanying statutory demand (s. 459E(3) of the Law)—Form 7 17 5.3 Application for leave to apply for winding up in insolvency (s. 459P(2) of the Law) 18 5.4. Affidavit in support of application for winding up (ss 459P, 462, 464 of the Law) 18 5.5 Consent of liquidator (s. 532(9) of the Law)—Form 8 19 5.6 Notice of application for winding up—Form 9 20 5.7 Applicant to make copies of documents available 20 5.8 Discontinuance of application for winding up 20 5.9 Appearance before Master 20 5.10 Order substituting plaintiff in application for winding up (s. 465B of the Law)—Form 10 21 5.11 Notice of winding up order and appointment of liquidator— Form 11 21 ORDER 6—PROVISIONAL LIQUIDATORS (PART 5.4B OF THE LAW) 22 6.1 Appointment of provisional liquidator (s. 472 of the Law)— Form 8 22 6.2 Notice of appointment of provisional liquidator—Form 12 22 -- 2 of 99 -- Rule Page iii ORDER 7—LIQUIDATORS 23 7.1 Resignation of liquidator (s. 473(1) of the Law) 23 7.2 Filling vacancy in office of liquidator (ss 473(7), 502 of the Law) 24 7.3 Report to liquidator as to company's affairs (s. 475 of the Law) 24 7.4 Liquidator to file certificate and copy of settled list of contributories (s. 478 of the Law) 25 7.5 Release of liquidator and deregistration of company (ss 480(c) and (d) of the Law) 25 7.6 Objection to release of liquidator—Form 13 28 7.7 Report on accounts of liquidator (s. 481 of the Law) 29 7.8 Application for payment of call (s. 483(3)(b) of the Law)— Form 14 29 7.9 Distribution of surplus by liquidator with special leave of the Court (s. 488(2) of the Law)—Form 15 29 7.10 Powers delegated to liquidator by the Court (s. 488 of the Law) 30 7.11 Inquiry into conduct of liquidator (s. 536 of the Law) 30 ORDER 8—SPECIAL MANAGERS (PART 5.4B OF THE LAW) 31 8.1 Application for appointment of special manager (s. 484 of the Law) 31 8.2 Security given by special manager (s. 484 of the Law) 32 8.3 Special manager's receipts and payments (s. 484 of the Law) 32 ORDER 9—REMUNERATION OF OFFICE-HOLDERS 33 9.1 Remuneration of receiver (s. 425(1) of the Law)—Form 16 33 9.2 Remuneration of administrator (s. 449E(1) of the Law)— Form 16 35 9.3 Remuneration of provisional liquidator (s. 473(2) of the Law)— Form 16 37 9.4 Remuneration of liquidator (s. 473(3) of the Law)—Form 16 39 9.5 Remuneration of special manager (s. 484(2) of the Law)— Form 16 42 ORDER 10—WINDING UP GENERALLY 44 10.1 Determination of value of debts or claims (s. 554A(2) of the Law) 44 10.2 Disclaimer of contract (s. 568(1A) of the Law) 44 10.3 Winding up Part 5.7 bodies (ss 583, 585 of the Law) and registered schemes (s. 601ND of the Law) 44 -- 3 of 99 -- Rule Page iv ORDER 11—EXAMINATIONS AND ORDERS (PART 5.9, DIVISIONS 1 AND 2 OF THE LAW) 45 11.1 Definition for Order 11 45 11.2 Application for examination or investigation under ss 411, 423 or 536(3) of the Law 45 11.3 Application for examination summons (ss 596A, 596B of the Law)—Form 17 46 11.4 Service of examination summons 47 11.5 Discharge of examination summons 47 11.6 Filing of record of examination (s. 597(13) of the Law) 48 11.7 Authentication of transcript of examination (s. 597(14) of the Law) 48 11.8 Inspection of record or transcript of examination or investigation under ss 411, 423 or 536 of the Law 48 11.9 Entitlement to record or transcript of examination held in public 49 11.10 Default in relation to examination 49 11.11 Service of application for order in relation to breaches etc. by person concerned with corporation (s. 598 of the Law) 50 ORDER 12—ACQUISITION OF SHARES (CHAPTER 6 OF THE LAW) AND SECURITIES (CHAPTER 7 OF THE LAW) 51 12.1 Service on Commission in relation to proceedings under Chapter 6 or 7 of the Law 51 12.2 Application for summons for appearance of person (s. 1092(3) of the Law)—Form 18 51 12.3 Application for orders relating to refusal to register transfer or transmission of shares etc. (s. 1094 of the Law) 52 ORDER 13—THE FUTURES INDUSTRY (CHAPTER 8 OF THE LAW) 52 13.1 Appeal against decision of futures exchange or futures association (s. 1135 of the Law) 52 13.2 Proceedings against futures organisation to establish claim against fidelity fund (s. 1243 of the Law) 52 ORDER 14—POWERS OF COURTS (PART 9.5 OF THE LAW) 52 14.1 Appeal from act, omission or decision of administrator, receiver or liquidator etc. (ss 554A and 1321 of the Law) 53 ORDER 15—PROCEEDINGS UNDER THE ASC LAW 54 15.1 Reference to Court of question of law arising at hearing of Commission (s. 61 of the ASC Law) 54 -- 4 of 99 -- Rule Page v 15.2 Reference to Court of question of law arising at hearing of Corporations and Securities Panel (s. 196 of the ASC Law) 54 15.3 Application for inquiry (ss 70, 201, 219 of the ASC Law) 54 ORDER 16—POWERS OF MASTERS 54 PART 1—GENERAL 54 16.1 Powers of Masters 55 16.2 Reference by Master 55 16.3 Matters within Master's jurisdiction not to be brought before Judge except in certain cases 55 16.4 Master not to hear complaint for offence 56 16.5 Appeals 56 PART 2—MEETINGS 56 16.6 Inquiry and order by Master as to meetings 56 PART 3—WINDING UP AND OPPRESSION 57 16.7 Application of Part 57 16.8 Application to Master 57 16.9 Consideration by Master 57 16.10 Filing of documents 59 ORDER 17—COSTS 59 17.1 Submission of bill of costs to liquidator 59 17.2 Request for bill for taxation—Form 19 59 17.3 Lodgement of bill for taxation and appointment to tax 59 17.4 Liquidator's certificate as to special terms of remuneration 60 17.5 No allowance for performance by others of liquidator's or special manager's duties 60 17.6 Application for costs after proceeding concluded 60 17.7 Costs of winding up application—short form bills 61 __________________ SCHEDULES 63 SCHEDULE 1—Forms 63 Form 1—Document title 63 Form 2—Originating process 64 Form 3—Interlocutory process 67 Form 4—Notice of appearance 69 Form 5—Notice of intervention by the Commission 70 Form 6—Notice of hearing to approve compromise or arrangement 71 -- 5 of 99 -- Rule Page vi Form 7—Affidavit accompanying statutory demand 72 Form 8—Consent of liquidator/provisional liquidator 74 Form 9—Notice of application for Winding up Order 75 Form 10—Notice of application for Winding up Order by substituted plaintiff 76 Form 11—Notice of winding up order and of appointment of liquidator 77 Form 12—Notice of appointment of provisional liquidator 77 Form 13—Notice by creditor or contributory of objection to release of liquidator 78 Form 14—Affidavit in support of application for order for payment of call 79 Form 15—Notice of application for leave to distribute a surplus 81 Form 16—Notice of intention to apply for remuneration 82 Form 17—Summons for public examination 83 Form 18—Summons for appearance in relation to registration of transfer of interests 84 Form 19—Request to deliver bill for taxation 85 SCHEDULE 2—Powers of the Court that may be exercised by a Master 86 ═══════════════ NOTES 93 -- 6 of 99 -- 1 STATUTORY RULES 1999 S.R. No. 134/1999 Supreme Court Act 1986 Corporations (Victoria) Act 1990 Supreme Court (Corporations Law) Rules 1999 The Judges of the Supreme Court make the following Rules: ORDER 1—PRELIMINARY 1.1 Citation (1) These Rules constitute Chapter V of the Rules of the Supreme Court and are entitled the Supreme Court (Corporations Law) Rules 1999. (2) These Rules may be cited as the Corporations Law Rules. 1.1.1 Object and authorising provisions (1) The object of these Rules is to make new rules to constitute Chapter V of the Rules of the Supreme Court in harmony with like rules in all other States and Territories. (2) These Rules are made under section 25 of the Supreme Court Act 1986, section 51 of the Corporations (Victoria) Act 1990 and all other enabling powers. 1.2 Commencement and revocation (1) These Rules commence on 14 February 2000. (2) The Supreme Court (Corporations) Rules 19921 are revoked. -- 7 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 2 1.3 Application of these Rules and other rules of the Court (1) Unless the Court otherwise orders, these Rules apply to a proceeding in the Court under the Corporations Law, or the ASC Law, that is commenced on or after the commencement of these Rules. (2) The other rules of the Court apply, so far as they are relevant and not inconsistent with these Rules, to a proceeding in the Court under the Corporations Law, or the ASC Law, that is commenced on or after the commencement of these Rules. (3) Unless the Court otherwise orders, the Supreme Court (Corporations) Rules 1992 continue to apply to a proceeding under the Corporations Law, or the ASC Law, that was commenced before the commencement of these Rules. Note: Under section 8A of the Corporations Law, a reference to the Law includes a reference to the Corporations Regulations. 1.4 Expressions used in the Corporations Law Unless the contrary intention appears, an expression used in these Rules and in the Corporations Law has the same meaning in these Rules as it has in the Corporations Law. Note: Expressions used in these Rules (including the notes to these Rules) that are defined in the Corporations Law include: ACN (short for 'Australian Company Number')—see section 9; ARBN (short for 'Australian Registered Body Number')— see section 9; body—see section 9; body corporate—see section 9; books—see section 9; Commission—see section 9; r. 1.3 -- 8 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 3 company—see section 9; corporation—see section 57A; daily newspaper—see section 9; foreign country—see section 9; futures broker—see section 9; Gazette—see section 9; officer, in relation to a body corporate—see section 82A; official liquidator—see section 9; Part 5.1 body—see section 9; Part 5.7 body—see section 9; register—see section 9; registered liquidator—see section 9; registered office—see section 9; statutory demand—see section 9. 1.5 Definitions for these Rules In these Rules, unless the contrary intention appears— "applicant" means a person claiming interlocutory relief in a proceeding; "defendant" means a person against whom relief (except interlocutory relief) is claimed under the Law or the ASC Law, whether in the originating process or not; "interlocutory process" means an interlocutory process in accordance with Form 3; "originating process" means an originating process in accordance with Form 2; "plaintiff" means a person claiming relief (except interlocutory relief) under the Law or the ASC Law, whether in the originating process or not; r. 1.5 -- 9 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 4 "respondent" means a person against whom interlocutory relief is claimed in a proceeding; "the Law" means the Corporations Law. 1.6 Reference to rules and forms In these Rules, unless the contrary intention appears— (a) a reference to a rule is a reference to a rule in these Rules; and (b) a reference to a form followed by a number is a reference to the form so numbered in Schedule 1 to these Rules. 1.7 Substantial compliance with forms (1) It is sufficient compliance with these Rules in relation to a document that is required to be in accordance with a form in Schedule 1 if the document is substantially in accordance with the form required or has only such variations as the nature of the case requires. (2) Without limiting sub-rule (1), the Prothonotary must not reject a document for filing only because a term used to describe a party in the document differs from the term used in these Rules. 1.8 Court's power to give directions The Court may give directions in relation to the practice and procedure to be followed in a proceeding if it is satisfied, in the circumstances of the proceeding, that— (a) the provisions of the Corporations Law, the ASC Law, or the rules of this Court do not adequately provide for the practice and procedure to be followed in the proceeding; or r. 1.6 -- 10 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 5 (b) a difficulty arises, or doubt exists, in relation to the practice and procedure to be followed in the proceeding. 1.9 Calculation of time (1) If, for any purpose, these Rules— (a) prohibit, permit or require an act or thing to be done within, by, or before the end of; or (b) otherwise prescribe, allow or provide for— a period of time before or after a particular day, act or event, the period is to be calculated without counting that day, or the day of the act or event, as the case may be. (2) Without limiting sub-rule (1), in calculating how many days a particular day, act or event is before or after another day, act or event, only the first day, or the day of the first act or event, is to be counted. (3) If the last day of any period prescribed or allowed by these Rules for an act or thing to be done falls on a day that is not a business day in the place where the act or thing is to be or may be done, the act or thing may be done on the first business day in the place after that day. (4) In calculating a period of time for the purposes of these Rules, the period beginning on 25 December in a year and ending at the end of 1 January in the next year is not to be counted. 1.10 Extension and abridgment of time Unless the Corporations Law, the ASC Law, or these Rules otherwise provide, the rules of this Court that provide for the extension or abridgment of a period of time fixed for the doing of any act or thing in relation to a proceeding apply to a proceeding to which these Rules apply. r. 1.9 -- 11 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 6 ORDER 2—PROCEEDINGS GENERALLY 2.1 Title of documents in a proceeding—Form 1 The title of a document filed in a proceeding must be in accordance with Form 1. 2.2 Originating process and interlocutory process— Forms 2 and 3 (1) Unless these Rules otherwise provide, a person must make an application required or permitted by the Law to be made to the Court— (a) if the application is not made in a proceeding already commenced in the Court—by filing an originating process; and (b) in any other case—by filing an interlocutory process. (2) Unless the Court otherwise directs, a person may make an application to the Court in relation to a proceeding in respect of which final relief has been granted by filing an interlocutory process in that proceeding. (3) An originating process must— (a) be in accordance with Form 2; and (b) state— (i) each section of the Law or the ASC Law, or each regulation of the Corporations Regulations, under which the proceeding is brought; and (ii) the relief sought. (4) An interlocutory process must— (a) be in accordance with Form 3; and (b) state— r. 2.1 -- 12 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 7 (i) if appropriate, each section of the Law or the ASC Law, or each regulation of the Corporations Regulations, or each rule of Court under which the interlocutory application is made; and (ii) the relief sought. 2.3 Fixing of hearing On receiving an originating process or interlocutory process, the Prothonotary— (a) must fix a time, date and place for hearing and endorse those details on the originating process or interlocutory process; and (b) may seal a sufficient number of copies for service and proof of service. 2.4 Supporting affidavits (1) Unless the Court otherwise directs, an originating process, or interlocutory process, must be supported by an affidavit stating the facts in support of the process. (2) An affidavit in support of an originating process must annex a record of a search of the records maintained by the Commission, in relation to the company that is the subject of the application to which the originating process relates, carried out no earlier than 7 days before the originating process is filed. 2.5 Affidavits made by creditors Subject to rule 5.4, an affidavit that is to be made by a creditor may be made— (a) if the creditor is a corporation—by a director, secretary, or other principal officer of the corporation, or by a person employed by the corporation who is authorised to make the affidavit on its behalf; or r. 2.3 -- 13 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 8 (b) if the creditor is a company to which a liquidator, provisional liquidator, receiver, administrator or controller has been appointed—by that person; or (c) in any other case—by the creditor or a person authorised by the creditor to make the affidavit on behalf of the creditor. 2.6 Form of affidavits An affidavit must be in a form that complies with— (a) the rules of the Court; or (b) the rules of the Supreme Court of the State (if any) or Territory (if any) where the affidavit was sworn or affirmed; or (c) the rules of the Federal Court of Australia. 2.7 Service of originating process or interlocutory process and supporting affidavit (1) As soon as practicable after filing an originating process and, in any case, at least 5 days before the date fixed for hearing, the plaintiff must serve a copy of the originating process and any supporting affidavit on— (a) each defendant (if any) to the proceeding; and (b) if the corporation to which the proceeding relates is not a party to the proceeding—the corporation. (2) As soon as practicable after filing an interlocutory process and, in any case, at least 3 days before the date fixed for hearing, the applicant must serve a copy of the interlocutory process and any supporting affidavit on— r. 2.6 -- 14 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 9 (a) each respondent (if any) to the interlocutory application; and (b) if the corporation to which the interlocutory application relates is not a party to the interlocutory application—the corporation. 2.8 Notice of certain applications to be given to Commission (1) This rule has effect in addition to the requirements of the Law that, in relation to a proceeding, particular documents are to be served on the Commission or notice of particular matters is to be given to the Commission. (2) This rule does not apply to a person making an application if the person is the Commission or a person authorised by the Commission. (3) Unless the Court otherwise orders, if a person makes an application under a provision of the Law mentioned in column 1 of the following table, the person must serve on the Commission, a reasonable time before the hearing of the application, a copy of the originating process, or interlocutory process, and supporting affidavit in respect of the application. Column 1 Provision Column 2 Description of application Sub-section 254E(1) To validate an issue of shares or confirm its terms Sub-section 266(4) To extend the time for registration of a charge Column 1 Provision Column 2 Description of application Sub-sections 445G(1), (2) and (3) To avoid or validate a deed of company arrangement r. 2.8 -- 15 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 10 Section 449B To remove an administrator Sub-sections 473(2) and (3) To fix the remuneration of a provisional liquidator or liquidator Section 480 For the release of a liquidator of a company and the deregistration of the company Sub-section 482(1) For the stay of a compulsory winding up Sub-section 509(6) For the deregistration of a company Paragraph 511(1)(b) If the application is for the exercise of the power that would be exercisable under sub-section 482(1) of the Law if a company were being wound up by the Court—for a stay of the voluntary winding up Sub-section 532(2) For leave to be appointed or act as a liquidator Sub-section 536(1) For an inquiry into the conduct of a liquidator Section 598 In respect of fraud, negligence etc. by a person concerned with a corporation Sub-section 601AH(2) To reinstate the registration of a company Sub-section 601CC(8) To restore the name of an Australian body to the register Sub-section 601CL(9) To restore the name of a foreign company to the register Sub-sections 1224(1) and (4) To restrain dealings with a futures broker's bank accounts Column 1 Provision Column 2 Description of application Section 1226 For a further order or directions following an order made under section 1224 of the Law Sub-sections For relief from liability for r. 2.8 -- 16 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 11 1317JA(2), (4) and (5) contravention of a civil penalty provision Sub-section 1318(2) For relief from liability for negligence, default or breach of trust or duty Sub-section 1322(4) To overcome any irregularity in a proceeding 2.9 Notice of appearance (s. 465C of the Law)—Form 4 (1) A person who intends to appear before the Court at the hearing of an application must, before appearing— (a) file— (i) a notice of appearance in accordance with Form 4; and (ii) if appropriate—an affidavit stating any facts on which the person intends to rely; and (b) serve on the plaintiff a copy of the notice of appearance and any affidavit not later than— (i) if the person is named in an originating process—3 days before the date fixed for hearing; or (ii) if the person is named in an interlocutory process—1 day before the date fixed for hearing. (2) If the person intends to appear before the Court to oppose an application for winding up, the person may include in the notice of appearance the notice of the grounds on which the person opposes the application required by section 465C of the Law. (3) The period prescribed for filing and serving the notice and affidavit required by section 465C of the Law is the period mentioned in sub-paragraph (1)(b)(i). r. 2.9 -- 17 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 12 Note: Under section 465C of the Law, a person may not, without the leave of the Court, oppose an application for winding up unless, within the period prescribed by the rules (see sub-rule (3) of this rule), the person has filed, and served on the plaintiff, notice of the grounds on which the person opposes the application and an affidavit verifying the matters stated in the notice. 2.10 Intervention in proceeding by Commission (s. 1330 of the Law)—Form 5 (1) If the Commission intends to intervene in a proceeding, the Commission must file a notice of intervention in accordance with Form 5. (2) Not later than 3 days before the date fixed for the hearing at which the Commission intends to appear in the proceeding, the Commission must serve a copy of the notice, and any affidavit on which it intends to rely, on the plaintiff and on any other party to the proceeding. 2.11 Publication of notices If a rule requires a notice in relation to a body to be published in accordance with this rule, the notice must be published once in a daily newspaper circulating generally in the State or Territory where the body has its principal, or last known, place of business. Note: Under the Law, certain notices may also be required to be published in the Gazette. Nothing in this rule is intended to affect the operation of any provision of the Law that requires publication of a notice in the Gazette. 2.12 Proof of publication (1) This rule applies in relation to any matter published in connection with a proceeding. (2) Unless these Rules otherwise provide, or the Court otherwise orders, the person responsible for the publication of the matter, or the person's legal practitioner, must file— r. 2.10 r. 2.12 -- 18 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 13 (a) an affidavit made by the person, or the person's legal practitioner, that states the date of publication and to which is annexed a copy of the published matter; or (b) a memorandum signed by the person, or the person's legal practitioner, that states the date of publication and refers to and annexes a copy of the published matter. (3) The affidavit or memorandum is prima facie evidence that the publication took place on the date and otherwise as stated in the affidavit or memorandum. 2.13 Leave to creditor, contributory or officer to be heard (1) The Court may grant leave to any person who is, or who claims to be— (a) a creditor, contributory or officer of a corporation; or (b) an officer of a creditor, or contributory, of a corporation— to be heard in a proceeding without becoming a party to the proceeding. (2) If the Court considers that the attendance of a person to whom leave has been granted under sub- rule (1) has resulted in additional costs for any party, or the corporation, which should be borne by the person to whom leave was granted, the Court may— (a) direct that the person pay the costs; and (b) order that the person not be heard further in the proceeding until the costs are paid or secured to the Court's satisfaction. (3) The Court may order that a person who is, or who claims to be, a creditor, contributory or officer of -- 19 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 14 a corporation be added as a defendant to the proceeding. (4) The Court may grant leave to a person under sub- rule (1), or order that a person be added as a defendant to a proceeding under sub-rule (3)— (a) on application by the person or a party to the proceeding; or (b) on the Court's own initiative. (5) The Court may— (a) appoint a creditor or contributory to represent all or any class of the creditors or contributories on any question, or in relation to any proceeding, before the Court, at the expense of the corporation; and (b) remove any person so appointed. 2.14 Inquiry in relation to corporation's debts etc. The Court may direct an inquiry in relation to the debts, claims or liabilities, or a class of debts, claims or liabilities, of or affecting a corporation to which a proceeding relates. 2.15 Meetings ordered by the Court Subject to the Law, these Rules and any direction of the Court to the contrary, regulations 5.6.12 to 5.6.36A of the Corporations Regulations apply to meetings ordered by the Court. ORDER 3—COMPROMISES AND ARRANGEMENTS IN RELATION TO PART 5.1 BODIES r. 2.14 r. 2.15 -- 20 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 15 3.1 Application of Order 3 This Order applies if an application is made to the Court for approval of a compromise or arrangement between a Part 5.1 body and its creditors or members, or any class of its creditors or members. 3.2 Nomination of chairperson for meeting Before the hearing of an application under sub- section 411(1), (1A) or (1B) of the Law, the plaintiff must file an affidavit stating— (a) the names of the persons who have been nominated to be the chairperson and alternate chairperson of the meeting; and (b) that each person nominated— (i) is willing to act as chairperson; and (ii) has had no previous relationship or dealing with the body, or any other person interested in the proposed compromise or arrangement, except as disclosed in the affidavit; and (iii) has no interest or obligation that may give rise to a conflict of interest or duty if the person were to act as chairperson of the meeting, except as disclosed in the affidavit; and (c) the name of the person (if any) proposed to be appointed to administer the proposed compromise or arrangement; and (d) that the person does not fall within paragraphs 411(7)(a) to (f) of the Law, except as disclosed in the affidavit. 3.3 Order for meetings to identify proposed scheme r. 3.3 -- 21 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 16 An order under sub-section 411(1) or (1A) of the Law ordering a meeting or meetings in relation to a proposed compromise or arrangement must set out in a schedule, or otherwise identify, a copy of the proposed compromise or arrangement. 3.4 Notice of hearing (ss 411(4), 413(1) of the Law)— Form 6 (1) This rule applies to— (a) an application, under sub-section 411(4) of the Law, for an order approving a proposed compromise or arrangement in relation to a Part 5.1 body; and (b) an application, under sub-section 413(1) of the Law, for an order in relation to the reconstruction of a Part 5.1 body, or Part 5.1 bodies, or the amalgamation of 2 or more Part 5.1 bodies. (2) Unless the Court otherwise orders, the plaintiff must publish a notice of the hearing of the application. (3) The notice must be— (a) in accordance with Form 6; and (b) published in accordance with rule 2.11 at least 5 days before the date fixed for the hearing of the application. 3.5 Copy of order approving compromise or arrangement to be lodged with Commission If the Court makes an order under sub-section 411(1), (1A) or (4), or 413(1) of the Law, the plaintiff must, as soon as practicable after the order is made— (a) have the order authenticated; and r. 3.5 -- 22 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 17 (b) lodge an office copy of the order with the Commission; and (c) serve an office copy of the order on any person appointed to administer the compromise or arrangement. ORDER 4—RECEIVERS AND OTHER CONTROLLERS OF CORPORATION PROPERTY (PART 5.2 OF THE LAW) 4.1 Inquiry into conduct of controller (s. 423 of the Law) A complaint to the Court under paragraph 423(1)(b) of the Law about an act or omission of a receiver, or a controller appointed by the Court, must be made by an originating process seeking an inquiry in relation to the complaint. ORDER 5—WINDING UP PROCEEDINGS (INCLUDING OPPRESSION PROCEEDINGS WHERE WINDING UP IS SOUGHT) 5.1 Application of Order 5 This Order applies to the following applications for the winding up of a company— (a) an application under section 246AA of the Law in a case of oppression or injustice; (b) an application under Part 5.4 or Part 5.4A of the Law. 5.2 Affidavit accompanying statutory demand (s. 459E(3) of the Law)—Form 7 For the purposes of sub-section 459E(3) of the Law, the affidavit accompanying a statutory demand relating to a debt, or debts, owed by a company must— (a) be in accordance with Form 7 and state the matters mentioned in that Form; and r. 5.2 -- 23 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 18 (b) be made by the creditor or by a person with the authority of the creditor or creditors; and (c) not state a proceeding number, or refer to a Court proceeding, in any heading or title to the affidavit. 5.3 Application for leave to apply for winding up in insolvency (s. 459P(2) of the Law) An application for leave to apply to the Court for an order that a company be wound up in insolvency may be made at the same time as the application for an order that the company be wound up in insolvency is made. 5.4. Affidavit in support of application for winding up (ss 459P, 462, 464 of the Law) (1) The affidavit in support of an originating process seeking an order that a company be wound up must be made by the plaintiff or by a person with the authority of the plaintiff or plaintiffs. (2) If the application is made in reliance on a failure by the company to comply with a statutory demand, the affidavit must— (a) verify service of the demand on the company; and (b) verify the failure of the company to comply with the demand; and (c) state whether and, if so, to what extent the debt, or each of the debts, to which the demand relates is still due and payable by the company at the date when the affidavit is made. (3) If the application is made in reliance on the ground mentioned in paragraph 461(1)(a) of the Law, the affidavit must— -- 24 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 19 (a) state whether the company is able to pay all its debts as and when they become due and payable; and (b) refer to the company's most recent balance sheet and profit and loss statement as an exhibit to the affidavit, or explain their absence. (4) The affidavit must be made within 7 days before the originating process is filed. Note: See also rule 2.4(2). 5.5 Consent of liquidator (s. 532(9) of the Law)—Form 8 (1) In this rule— "liquidator" does not include a provisional liquidator. (2) For the purposes of sub-section 532(9) of the Law, the consent of an official liquidator to act as liquidator of a company must be in accordance with Form 8. (3) In an application for an order that a company be wound up, the plaintiff may, upon the filing of the originating process, file the consent mentioned in sub-rule (2) of an official liquidator who would be entitled to be appointed as liquidator of the company. (4) If the plaintiff does not file a consent in accordance with sub-rule (3), the Prothonotary shall nominate in writing the official liquidator who is entitled to be appointed as liquidator if an order for the winding up of the company is made. (5) If the application is for the winding up in insolvency of 2 or more companies as joint debtors, the Prothonotary shall nominate with respect to each such company successively the official liquidator who is entitled to be appointed r. 5.5 -- 25 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 20 as liquidator if an order for the winding up of that company is made. (6) The Prothonotary may from time to time as circumstances require make further nominations. (7) Before the hearing of the application the plaintiff must obtain and file the consent in writing of the official liquidator so nominated. 5.6 Notice of application for winding up—Form 9 (1) Unless the Court otherwise orders, the plaintiff must publish a notice of the application for an order that a company be wound up. (2) The notice must be— (a) in accordance with Form 9; and (b) published in accordance with rule 2.11— (i) at least 3 days after the originating process is served on the company; and (ii) at least 7 days before the date fixed for hearing of the application. 5.7 Applicant to make copies of documents available A copy of any document filed in a proceeding to which this Order applies must be available at the plaintiff's address for service for inspection by a creditor, contributory or officer of the company, or an officer of a creditor or contributory of the company. 5.8 Discontinuance of application for winding up An application for an order that a company be wound up may not be discontinued except with the leave of the Court. 5.9 Appearance before Master r. 5.6 r. 5.8 -- 26 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 21 After filing an originating process seeking an order that a company be wound up, the plaintiff must, if required— (a) appear before a Master on a date to be appointed by the Master; and (b) satisfy the Master that the plaintiff has complied with the Law and these Rules in relation to applications for a winding up order. Note: See also Order 16 Part 3. 5.10 Order substituting plaintiff in application for winding up (s. 465B of the Law)—Form 10 (1) If the Court makes an order under section 465B of the Law, the Court may also order that the substituted plaintiff or plaintiffs publish a notice stating that the substituted plaintiff or plaintiffs intend to apply for an order that the company be wound up. (2) The notice must be— (a) in accordance with Form 10; and (b) published in accordance with rule 2.11 or as otherwise directed by the Court. 5.11 Notice of winding up order and appointment of liquidator—Form 11 (1) This rule applies if the Court orders that a company be wound up and an official liquidator be appointed as liquidator of the company. (2) Not later than the day after the order is made, the plaintiff must inform the liquidator of the appointment. r. 5.11 -- 27 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 22 (3) As soon as practicable after being informed of the appointment, the liquidator must publish a notice of the winding up order and the liquidator's appointment. (4) The notice must be— (a) in accordance with Form 11; and (b) published in accordance with rule 2.11. (5) In this rule— "liquidator" does not include a provisional liquidator. ORDER 6—PROVISIONAL LIQUIDATORS (PART 5.4B OF THE LAW) 6.1 Appointment of provisional liquidator (s. 472 of the Law)—Form 8 (1) An application by a company, a creditor or contributory of the company, or the Commission, under sub-section 472(2) of the Law, for an official liquidator to be appointed as a provisional liquidator of the company must be accompanied by the written consent of the official liquidator. (2) The consent must be in accordance with Form 8. (3) An order appointing a provisional liquidator of a company must include a short description of the property of the company that the provisional liquidator may take into the provisional liquidator's custody. (4) The Court may require the plaintiff to give an undertaking as to damages. 6.2 Notice of appointment of provisional liquidator— Form 12 r. 6.2 -- 28 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 23 (1) This rule applies if the Court orders that an official liquidator be appointed as a provisional liquidator of a company. (2) Not later than the day after the order is made, the plaintiff must— (a) except if the plaintiff is the Commission— lodge an office copy of the order with the Commission; and (b) serve an office copy of the order on the company (except if the plaintiff is the company) and on any other person as directed by the Court; and (c) give to the provisional liquidator an office copy of the order and a written statement that the order has been served as required by paragraph (b). (3) As soon as practicable after the order is made, the provisional liquidator must publish a notice of the provisional liquidator's appointment. (4) The notice must be— (a) in accordance with Form 12; and (b) published in accordance with rule 2.11. ORDER 7—LIQUIDATORS 7.1 Resignation of liquidator (s. 473(1) of the Law) (1) A liquidator appointed by the Court who wishes to resign office must file with the Prothonotary, and lodge with the Commission, a memorandum of resignation. (2) The resignation takes effect on the filing and lodging of the memorandum. r. 7.1 -- 29 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 24 7.2 Filling vacancy in office of liquidator (ss 473(7), 502 of the Law) (1) If, for any reason, there is no liquidator acting in a winding up, the Court may— (a) in the case of a winding up by the Court— appoint another official liquidator whose written consent in accordance with Form 8 has been filed; and (b) in the case of a voluntary winding up— appoint another registered liquidator whose written consent in accordance with Form 8 has been filed. (2) The Court may make the appointment— (a) in any case—on application by the Commission, a creditor or a contributory; or (b) in the case of a winding up by the Court—on its own initiative. 7.3 Report to liquidator as to company's affairs (s. 475 of the Law) (1) If a person is required under section 475 of the Law to submit and verify a report as to the affairs of a company, the liquidator must give to the person the appropriate forms and instructions for the preparation of the report. (2) Except by order of the Court, no person is to be allowed out of the property of a company any costs or expenses incurred in relation to the preparation of the report that have not been— (a) sanctioned by the liquidator before being incurred; or (b) taxed or assessed. -- 30 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 25 (3) The liquidator must report to the Court any default in complying with the requirements of section 475 of the Law. (4) In this rule— "liquidator" includes a provisional liquidator. 7.4 Liquidator to file certificate and copy of settled list of contributories (s. 478 of the Law) If, in a winding up by the Court, a liquidator has settled and certified a list, or supplementary list, of contributories, the liquidator must, within 14 days after doing so, file the certificate and a copy of the list. 7.5 Release of liquidator and deregistration of company (ss 480(c) and (d) of the Law) (1) This rule applies to an application by the liquidator of a company— (a) for an order that the liquidator be released; or (b) for an order that the liquidator be released and that the Commission deregister the company. (2) The interlocutory process seeking the order must include— (a) a notice stating that any objection to the release of the liquidator must be made by filing and serving a notice of objection, in the prescribed form, within 21 days after the date of service of the interlocutory process; and (b) a statement setting out the terms of sub- section 481(3) of the Law. Note: Sub-section 481(3) of the Law provides that an order of the Court releasing a liquidator discharges the liquidator from all liability in respect of any act done or default made r. 7.4 -- 31 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 26 by the liquidator in the administration of the affairs of the company, or otherwise in relation to the liquidator's conduct as liquidator, but any such order may be revoked on proof that it was obtained by fraud or by suppression or by concealment of any material fact. (3) The supporting affidavit must include details of the following matters— (a) whether the whole of the company's property has been realised or whether so much of the company's property has been realised as, in the liquidator's opinion, can be realised without needlessly protracting the winding up; (b) any calls made on contributories in the course of the winding up; (c) any dividends paid in the course of the winding up; (d) whether the committee of inspection (if any) has passed a resolution approving the liquidator's release; (e) whether the Commission has appointed an auditor to report on an account or statement of the position in the winding up under sub- section 539(2) of the Law; (f) whether the Court has ordered a report on the accounts of the liquidator to be prepared; (g) whether any objection to the release of the liquidator has been received by the liquidator from— (i) an auditor appointed by the Commission or by the Court; or (ii) any creditor, contributory or other interested person; r. 7.5 -- 32 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 27 (h) whether any report has been submitted by the liquidator to the Commission under section 533 of the Law; (i) whether the liquidator considers it necessary to report on the affairs of the company or any of its officers; (j) any property disclaimed in the course of the winding up; (k) any remuneration paid or payable to the liquidator and how such remuneration was determined; (l) any costs, charges or expenses payable by the liquidator if the Court grants the liquidator's release; (m) if the application is made under paragraph 480(c) of the Law—the facts and circumstances by reason of which it is submitted that the company should not be deregistered. (4) The liquidator must include in the supporting affidavit the statements set out in paragraphs (a) and (b) of this sub-rule, including, if appropriate, the words in brackets— (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 subject corporation or otherwise in relation to my conduct as liquidator which is likely to give rise to any liability to the subject corporation or any creditor or contributory (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 (except as disclosed in this affidavit)". r. 7.5 -- 33 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 28 (5) The liquidator must file with the supporting affidavit— (a) a statement of the financial position of the company at the date when the interlocutory process seeking release was filed; and (b) a summary of the liquidator's receipts and payments in winding up the company. (6) Unless the Court otherwise orders, the liquidator must serve by prepaid post, on each creditor who has proved a debt in the course of the winding up, and on each contributory, a copy of the interlocutory process accompanied by— (a) a copy of the summary of the liquidator's receipts and payments in winding up the company; and (b) a copy of the statement of the financial position of the company at the date when the interlocutory process seeking release was filed. 7.6 Objection to release of liquidator—Form 13 (1) A creditor or contributory of a company who wishes to object to the release of the liquidator of the company must, within 21 days after the date of service of the interlocutory process seeking release— (a) file— (i) a notice of objection in accordance with Form 13; and (ii) if appropriate, an affidavit stating any facts relied on; and (b) serve a copy of the notice and the affidavit (if any) on the liquidator. r. 7.6 -- 34 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 29 (2) If the liquidator is served with a notice of objection by a creditor or contributory, the liquidator must, within 3 days after being served, serve on the creditor or contributory a copy of the affidavit supporting the interlocutory process. 7.7 Report on accounts of liquidator (s. 481 of the Law) (1) If the Court orders that a report on the accounts of a liquidator be prepared under sub-section 481(1) of the Law, the liquidator must give to the auditor appointed to prepare the report all information, books and vouchers required to prepare the report. (2) On completing the report, the auditor must— (a) file a copy of the report in a sealed envelope that is marked with the title and number of the proceeding and the words "Auditor's report under sub-section 481(1) of the Corporations Law"; and (b) serve a copy of the report on the liquidator; and (c) lodge a copy of the report with the Commission. (3) Except with the leave of the Court, a report is not available for inspection by any person except the liquidator or the Commission. 7.8 Application for payment of call (s. 483(3)(b) of the Law)—Form 14 The affidavit in support of an application by the liquidator of a company, under paragraph 483(3)(b) of the Law, for an order for the payment of a call must be in accordance with Form 14. 7.9 Distribution of surplus by liquidator with special leave of the Court (s. 488(2) of the Law)—Form 15 r. 7.7 r. 7.8 -- 35 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 30 (1) The affidavit in support of an application for special leave to distribute a surplus must state how the liquidator intends to distribute the surplus including the name and address of each person to whom the liquidator intends to distribute any part of the surplus. (2) At least 14 days before the date fixed for hearing of the application, the liquidator must publish a notice of the application. (3) The notice must be— (a) in accordance with Form 15; and (b) published in accordance with rule 2.11. 7.10 Powers delegated to liquidator by the Court (s. 488 of the Law) Subject to the Corporations Law, the Corporations Regulations, these Rules, and any order of the Court, the powers and duties conferred or imposed on the Court by Part 5.4B of the Law in respect of the matters mentioned in sub-section 488(1) of the Law may be exercised or performed by a liquidator appointed by the Court as an officer of the Court and subject to the control of the Court. 7.11 Inquiry into conduct of liquidator (s. 536 of the Law) (1) A complaint to the Court under paragraph 536(1)(b) of the Law must be made— (a) in the case of a winding up by the Court—by filing an interlocutory process seeking an inquiry; and (b) in the case of a voluntary winding up—by filing an originating process seeking an inquiry. (2) A report to the Court by the Commission under sub-section 536(2) of the Law must be made— -- 36 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 31 (a) in the case of a winding up by the Court—by filing— (i) an interlocutory process seeking orders under the sub-section; and (ii) a written report in a sealed envelope that is marked with the title and number of the proceeding; and (b) in the case of a voluntary winding up—by filing— (i) an originating process seeking orders under the sub-section; and (ii) a written report in a sealed envelope that is marked with the title of the proceeding and provision for its number. (3) The contents of a report filed under sub-rule (2) need not, at the time of filing, be verified by an affidavit. (4) Except with the leave of the Court, a report made under sub-section 536(2) of the Law is not available for inspection by any person except the liquidator or the Commission. (5) In this rule— "liquidator" includes a provisional liquidator. ORDER 8—SPECIAL MANAGERS (PART 5.4B OF THE LAW) 8.1 Application for appointment of special manager (s. 484 of the Law) (1) An application by a liquidator for the appointment of a special manager in relation to a company must state the powers which, in the liquidator's opinion, should be entrusted by the Court to the special manager. r. 7.11 r. 8.1 -- 37 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 32 (2) The supporting affidavit must state— (a) the circumstances making it proper that a special manager be appointed; and (b) details of the remuneration proposed to be paid to the special manager; and (c) whether any committee of inspection in the winding up, or a meeting of creditors, has approved the appointment of a special manager. 8.2 Security given by special manager (s. 484 of the Law) (1) The Court may, from time to time, direct that the amount of security given by a special manager be varied. (2) Unless the Court otherwise directs, the costs of furnishing the security given by a special manager in respect of a particular winding up— (a) are the personal expenses of the special manager; and (b) must not be charged against the property of the company as an expense incurred in the winding up. 8.3 Special manager's receipts and payments (s. 484 of the Law) (1) A special manager must give to the liquidator— (a) an account of the special manager's receipts and payments; and (b) a statutory declaration verifying the account. (2) If the liquidator approves the account, the liquidator must include the total amounts of the r. 8.3 -- 38 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 33 special manager's receipts and payments in the liquidator's accounts. ORDER 9—REMUNERATION OF OFFICE-HOLDERS 9.1 Remuneration of receiver (s. 425(1) of the Law)— Form 16 (1) This rule applies to an application by a receiver of property of a corporation for an order under sub- section 425(1) of the Law fixing the receiver's remuneration. Note: Under paragraph 425(2)(b) of the Law, the Court may exercise its power to make an order fixing the remuneration of a receiver even if the receiver has died, or has ceased to act, before the making of the order or the application for the order. (2) At least 21 days before filing an originating process, or interlocutory process, seeking the order, the receiver must serve a notice in accordance with Form 16 of the receiver's intention to apply for the order, and a copy of any affidavit on which the receiver intends to rely, on the following persons— (a) the person who appointed the receiver; (b) any creditor holding security over all or any of the same property of the corporation (except if the creditor is the person who appointed the receiver); (c) any administrator, liquidator or provisional liquidator of the corporation; (d) any administrator of a deed of company arrangement executed by the corporation; (e) if there is no person of the kind mentioned in paragraph (c) or (d)— -- 39 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 34 (i) each of the 5 largest (measured by amount of debt) unsecured creditors of the corporation; and (ii) each member of the corporation whose shareholding represents at least 10 per cent of the issued capital of the corporation. (3) Within 21 says after the last service of the documents mentioned in sub-rule (2), any creditor or contributory, or any person mentioned in paragraph (2)(c), (d) or (e), may give to the receiver a notice of objection to the remuneration claimed, stating the grounds of objection. (4) If the receiver does not receive a notice of objection within the period mentioned in sub- rule (3)— (a) the receiver may file an affidavit, made after the end of that period, in support of the originating process, or interlocutory process, seeking the order stating— (i) the date, or dates, when the notice and affidavit required to be served under sub-rule (2) were served; and (ii) that the receiver has not received any notice of objection to the remuneration claimed within the period mentioned in sub-rule (3); and (b) the receiver may endorse the originating process, or interlocutory process, with a request that the application be dealt with in the absence of the public and without any attendance by, or on behalf of, the receiver; and (c) the application may be so dealt with. r. 9.1 -- 40 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 35 (5) If the receiver receives a notice of objection within the period mentioned in sub-rule (3), the receiver must serve a copy of the originating process, or interlocutory process, seeking the order on each creditor or contributory, or other person, who has given a notice of objection. (6) An affidavit in support of the originating process, or interlocutory process, seeking the order must— (a) state the nature of the work carried out by the receiver; and (b) state the amount of remuneration claimed; and (c) include a summary of the receipts taken and payments made by the receiver for the period for which remuneration is claimed; and (d) if the receivership is continuing—give details of any matters delaying the completion of the receivership. 9.2 Remuneration of administrator (s. 449E(1) of the Law)—Form 16 (1) This rule applies to an application by the administrator of a company under administration, or of a deed of company arrangement, for an order under sub-section 449E(1) of the Law fixing the administrator's remuneration. (2) The administrator must not apply for the order until after the end of 28 days after the date when a meeting of creditors mentioned in paragraph 449E(1)(a) of the Law was held. (3) At least 21 days before filing an originating process, or interlocutory process, seeking the order, the administrator must serve a notice in accordance with Form 16 of the administrator's intention to apply for the order, and a copy of any r. 9.2 -- 41 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 36 affidavit on which the administrator intends to rely, on the following persons— (a) each creditor who was present, in person or by proxy at the meeting of creditors; (b) each member of any committee of inspection; (c) each member of the company whose shareholding represents at least 10 per cent of the issued capital of the company. (4) Within 21 days after the last service of the documents mentioned in sub-rule (3), any creditor or contributory may give to the administrator a notice of objection to the remuneration claimed, stating the grounds of objection. (5) If the administrator does not receive a notice of objection within the period mentioned in sub- rule (4)— (a) the administrator may file an affidavit, made after the end of that period, in support of the originating process, or interlocutory process, seeking the order stating— (i) the date, or dates, when the notice and affidavit required to be served under sub-rule (3) were served; and (ii) that the administrator has not received any notice of objection to the remuneration claimed within the period mentioned in sub-rule (4); and (b) the administrator may endorse the originating process, or interlocutory process, with a request that the application be dealt with in the absence of the public and without any attendance by, or on behalf of, the administrator; and r. 9.2 -- 42 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 37 (c) the application may be so dealt with. (6) If the administrator receives a notice of objection within the period mentioned in sub-rule (4), the administrator must serve a copy of the originating process, or interlocutory process, seeking the order on each creditor or contributory who has given a notice of objection. (7) An affidavit in support of the originating process, or interlocutory process, seeking the order must— (a) state the nature of the work carried out by the administrator; and (b) state the amount of remuneration claimed; and (c) include a summary of the receipts taken and payments made by the administrator for the period for which remuneration is claimed; and (d) if the administration is continuing—give details of any matters delaying the completion of the administration. 9.3 Remuneration of provisional liquidator (s. 473(2) of the Law)—Form 16 (1) This rule applies to an application by a provisional liquidator of a company for an order under sub- section 473(2) of the Law determining the provisional liquidator's remuneration. (2) The application must be made by interlocutory process in the winding up proceeding. (3) At least 21 days before filing the interlocutory process seeking the order, the provisional liquidator must serve a notice in accordance with Form 16 of the provisional liquidator's intention to apply for the order, and a copy of any affidavit on r. 9.3 -- 43 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 38 which the provisional liquidator intends to rely, on the following persons— (a) any liquidator (except the provisional liquidator) of the company; (b) each member of any committee of inspection or, if there is no committee of inspection, each of the 5 largest (measured by amount of debt) creditors of the company; (c) each member of the company whose shareholding represents at least 10 per cent of the issued capital of the company. (4) Within 21 days after the last service of the documents mentioned in sub-rule (3), the liquidator, or any creditor or contributory, may give to the provisional liquidator a notice of objection to the remuneration claimed, stating the grounds of objection. (5) If the provisional liquidator does not receive a notice of objection within the period mentioned in sub-rule (4)— (a) the provisional liquidator may file an affidavit, made after the end of that period, in support of the interlocutory process seeking the order stating— (i) the date, or dates, when the notice and affidavit required to be served under sub-rule (3) were served; and (ii) that the provisional liquidator has not received any notice of objection to the remuneration claimed within the period mentioned in sub-rule (4); and (b) the provisional liquidator may endorse the interlocutory process with a request that the application be dealt with in the absence of r. 9.3 -- 44 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 39 the public and without any attendance by, or on behalf of, the provisional liquidator; and (c) the application may be so dealt with. (6) If the provisional liquidator receives a notice of objection within the period mentioned in sub- rule (4), the provisional liquidator must serve a copy of the interlocutory process seeking the order— (a) on each creditor or contributory who has given a notice of objection; and (b) on the liquidator (if any). (7) An affidavit in support of the interlocutory process seeking the order must— (a) state the nature of the work carried out by the provisional liquidator; and (b) state the amount of remuneration claimed; and (c) include a summary of the receipts taken and payments made by the provisional liquidator for the period for which remuneration is claimed; and (d) if the winding up proceeding has not been determined give details of— (i) any reasons known to the provisional liquidator why the winding up proceeding has not been determined; and (ii) any reasons why the provisional liquidator's remuneration should be determined before the determination of the winding up proceeding. 9.4 Remuneration of liquidator (s. 473(3) of the Law)— Form 16 r. 9.3 r. 9.4 -- 45 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 40 (1) This rule applies to an application by a liquidator of a company for an order under sub-section 473(3) of the Law determining the liquidator's remuneration. (2) The application— (a) must be made by interlocutory process in the winding up proceeding; and (b) must not be made until after the end of 28 days after the date of the meeting of creditors mentioned in sub-section 473(4) of the Law. (3) At least 21 days before filing the interlocutory process seeking the order, the liquidator must serve a notice in accordance with Form 16 of the liquidator's intention to apply for the order, and a copy of any affidavit on which the liquidator intends to rely, on the following persons— (a) each creditor who was present, in person or by proxy, at the meeting of creditors; (b) each member of any committee of inspection; (c) each member of the company whose shareholding represents at least 10 per cent of the issued capital of the company. (4) Within 21 days after the last service of the documents mentioned in sub-rule (3), any creditor or contributory may give to the liquidator a notice of objection to the remuneration claimed, stating the grounds of objection. (5) If the liquidator does not receive a notice of objection within the period mentioned in sub- rule (4)— (a) the liquidator may file an affidavit, made after the end of that period, in support of the -- 46 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 41 interlocutory process seeking the order stating— (i) the date, or dates, when the notice and affidavit required to be served under sub-rule (3) were served; and (ii) that the liquidator has not received any notice of objection to the remuneration claimed within the period mentioned in sub-rule (4); and (b) the liquidator may endorse the interlocutory process with a request that the application be dealt with in the absence of the public and without any attendance by, or on behalf of, the liquidator; and (c) the application may be so dealt with. (6) If the liquidator receives a notice of objection within the period mentioned in sub-rule (4), the liquidator must serve a copy of the interlocutory process seeking the order on each creditor or contributory who has given a notice of objection. (7) An affidavit in support of the interlocutory process seeking the order must— (a) state the nature of the work carried out by the liquidator; and (b) state the amount of remuneration claimed; and (c) include a summary of the receipts taken and payments made by the liquidator for the period for which remuneration is claimed; and (d) if the winding up is continuing give details of any matters delaying the completion of the winding up. r. 9.4 -- 47 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 42 9.5 Remuneration of special manager (s. 484(2) of the Law)—Form 16 (1) The rule applies to an application by a special manager of the property or business of a company for an order under sub-section 484(2) of the Law fixing the special manager's remuneration. (2) The application must be made by interlocutory process in the winding up proceeding. (3) At least 21 days before filing the interlocutory process seeking the order, the special manager must serve a notice in accordance with Form 16 of the special manager's intention to apply for the order, and a copy of any affidavit on which the special manager intends to rely, on the following persons— (a) the liquidator of the company; (b) each member of any committee of inspection or, if there is no committee of inspection, each of the 5 largest (measured by amount of debt) creditors of the company; (c) each member of the company whose shareholding represents at least 10 per cent of the issued capital of the company. (4) Within 21 days after the last service of the documents mentioned in sub-rule (3), the liquidator, or any creditor or contributory, may give to the special manager a notice of objection to the remuneration claimed, stating the grounds of objection. (5) If the special manager does not receive a notice of objection within the period mentioned in sub- rule (4)— (a) the special manager may file an affidavit, made after the end of that period, in support r. 9.5 -- 48 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 43 of the interlocutory process seeking the order stating— (i) the date, or dates, when the notice and affidavit required to be served under sub-rule (3) were served; and (ii) that the special manager has not received any notice of objection to the remuneration claimed within the period mentioned in sub-rule (4); and (b) the special manager may endorse the interlocutory process with a request that the application be dealt with in the absence of the public and without any attendance by, or on behalf of, the special manager; and (c) the application may be so dealt with. (6) If the special manager receives a notice of objection within the period mentioned in sub-rule (4), the special manager must serve a copy of the interlocutory process seeking the order— (a) on each creditor or contributory who has given a notice of objection; and (b) on the liquidator. (7) The affidavit in support of the interlocutory process seeking the order must— (a) state the nature of the work carried out by the special manager; and (b) state the amount of remuneration claimed; and (c) include a summary of the receipts taken and payments made by the special manager for the period for which remuneration is claimed; and r. 9.5 -- 49 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 44 (d) if the special management is continuing give details of any matters delaying the completion of the special management. ORDER 10—WINDING UP GENERALLY 10.1 Determination of value of debts or claims (s. 554A(2) of the Law) A reference to the Court by a liquidator of a company under paragraph 554A(2)(b) of the Law must be made— (a) in the case of a winding up by the Court—by filing an interlocutory process seeking an order estimating, or determining a method for working out, the value of the debt or claim; and (b) in the case of a voluntary winding up—by filing an originating process seeking an order estimating, or determining a method for working out, the value of the debt or claim. 10.2 Disclaimer of contract (s. 568(1A) of the Law) (1) The affidavit in support of an application by a liquidator, under section 568(1A) of the Law, for leave to disclaim a contract in relation to a company must— (a) specify the persons interested, and their interest, under the contract; and (b) state the facts on which it is submitted that the contract should be disclaimed. (2) The liquidator must serve the affidavit on each party to the contract (except the company) and on any person interested in the contract. 10.3 Winding up Part 5.7 bodies (ss 583, 585 of the Law) and registered schemes (s. 601ND of the Law) r. 10.1 r. 10.3 -- 50 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 45 These Rules apply, with any necessary adaptations, and in the same way as they apply to a company, in relation to the winding up of a Part 5.7 body or a registered scheme. ORDER 11—EXAMINATIONS AND ORDERS (PART 5.9, DIVISIONS 1 AND 2 OF THE LAW) 11.1 Definition for Order 11 In this Order— "examination summons" means a summons under section 596A or 596B of the Law for the examination of a person about a corporation's examinable affairs. 11.2 Application for examination or investigation under ss 411, 423 or 536(3) of the Law (1) An application for an order for the examination or investigation of a person under section 411 or 423 or sub-section 536(3) of the Law may be made by— (a) the Commission; or (b) a person authorised by the Commission; or (c) a creditor or contributory; or (d) any other person aggrieved by the conduct of— (i) a person appointed to administer a compromise or arrangement; or (ii) a controller; or (iii) a liquidator or provisional liquidator. (2) The application may be made ex parte. (3) The provisions of this Order that apply to an examination under Division 1 of Part 5.9 of the Law apply, with any necessary adaptations, to an -- 51 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 46 examination or an investigation under section 411 or 423 or sub-section 536(3) of the Law. 11.3 Application for examination summons (ss 596A, 596B of the Law)—Form 17 (1) An application for the issue of an examination summons must be made by filing an interlocutory process or an originating process, as the case requires. (2) The application may be made ex parte. (3) The originating process, or interlocutory process, seeking the issue of the examination summons must be— (a) supported by an affidavit stating the facts in support of the process; and (b) accompanied by a draft examination summons. (4) The originating process, or interlocutory process, and supporting affidavit must be filed in a sealed envelope marked, as appropriate— (a) "Application and supporting affidavit for issue of summons for examination under section 596A of the Corporations Law"; or (b) "Application and supporting affidavit for issue of summons for examination under section 596B of the Corporations Law". (5) If the application is not made by the liquidator, the liquidator must be given notice of the application and, if required by the liquidator, served with a copy of the originating process, or interlocutory process, and the supporting affidavit. (6) If the application is not made by the Commission, the Commission must be given notice of the application and, if required by the Commission, r. 11.3 -- 52 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 47 served with a copy of the originating process, or interlocutory process, and the supporting affidavit. (7) Unless the Court otherwise orders, an affidavit in support of an application for an examination summons is not available for inspection by any person. (8) An examination summons is to be in accordance with Form 17. 11.4 Service of examination summons An examination summons issued by the Court must be personally served, or served in any other manner as the Court may direct, on the person who is to be examined at least 8 days before the date fixed for the examination. 11.5 Discharge of examination summons (1) This rule applies if a person is served with an examination summons. (2) Within 3 days after the person is served with the examination summons, the person may apply to the Court for an order discharging the summons by filing— (a) an interlocutory process seeking an order discharging the summons; and (b) an affidavit stating the facts in support of the interlocutory process. (3) As soon as practicable after filing the interlocutory process seeking the order and the supporting affidavit, the person must serve a copy of the interlocutory process and the supporting affidavit on— (a) the person who applied for the examination; and r. 11.4 -- 53 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 48 (b) unless that person is the Commission or a person authorised by the Commission—the Commission. 11.6 Filing of record of examination (s. 597(13) of the Law) If the Court makes an order in relation to an examination under sub-section 597(13) of the Law, the Court may give directions for the filing of the written record of the examination. 11.7 Authentication of transcript of examination (s. 597(14) of the Law) For the purposes of sub-section 597(14) of the Law, a transcript of an examination may be authenticated— (a) by the person, or persons, who prepared the record of examination, or under whose supervision the record was prepared, certifying in writing signed by the person or persons, that the record is a true transcript of the record of examination; or (b) by any person present at the examination, or any part of the examination, signing the person's name at the bottom of each page of the written record that records a part of the examination at which the person was present. 11.8 Inspection of record or transcript of examination or investigation under ss 411, 423 or 536 of the Law (1) A written record or transcript of an examination or investigation under section 411, 423 or 536 is not available for inspection by any person except— (a) with the consent of the liquidator (if any) or the Commission; or (b) by leave of the Court. r. 11.6 r. 11.8 -- 54 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 49 (2) This rule does not apply to the liquidator, the Commission or any person authorised by the Commission. 11.9 Entitlement to record or transcript of examination held in public (1) This rule applies if— (a) an examination under section 597 of the Law is held wholly or partly in public; and (b) a written record or transcript of the examination is filed in the Court. (2) The person examined may apply to the Prothonotary, within 3 years after the date of completion of the examination, for a copy of the record or transcript of the part of the examination of the person held in public. (3) On receiving an application from a person under sub-rule (2), and any applicable fee, the Prothonotary must give a copy of the record or transcript to the person. 11.10 Default in relation to examination (1) This rule applies if a person is summoned or ordered by the Court to attend for examination, and— (a) without reasonable cause, the person— (i) fails to attend at the time and place appointed; or (ii) fails to attend from day to day until the conclusion of the examination; or (iii) refuses or fails to take an oath or make an affirmation; or -- 55 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 50 (iv) refuses or fails to answer a question that the Court directs the person to answer; or (v) refuses or fails to produce books that the summons requires the person to produce; or (vi) fails to comply with a requirement by the Court to sign a written record of the examination; or (b) before the day fixed for the examination, the person who applied for the summons or order satisfies the Court that there is reason to believe that the person summoned or ordered to attend for examination has absconded or is about to abscond. (2) The Court may— (a) issue a warrant for the arrest of the person summoned or ordered to attend for examination; and (b) make any other orders that the Court thinks just or necessary. 11.11 Service of application for order in relation to breaches etc. by person concerned with corporation (s. 598 of the Law) (1) This rule applies to a person applying for an order under section 598 of the Law. (2) In addition to complying with rules 2.7 and 2.8, the person must serve a copy of the originating process, or interlocutory process, as the case requires, and the supporting affidavit on any liquidator or provisional liquidator (except if the person is the liquidator or provisional liquidator) of the corporation or body. Note: Under rule 2.7, a plaintiff must serve a copy of the originating process, and any supporting affidavit, on a r. 11.11 -- 56 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 51 defendant to the proceeding and, if necessary, on the corporation to which the proceeding relates; and an applicant must serve a copy of an interlocutory process, and any supporting affidavit, on a respondent to the proceeding and, if necessary, on the corporation to which the proceeding relates. In certain cases, these documents may also be required to be served on the Commission—see rule 2.8. ORDER 12—ACQUISITION OF SHARES (CHAPTER 6 OF THE LAW) AND SECURITIES (CHAPTER 7 OF THE LAW) 12.1 Service on Commission in relation to proceedings under Chapter 6 or 7 of the Law If the Commission is not a party to an application made under Chapter 6 or 7 of the Law, the plaintiff must serve a copy of the originating process and the supporting affidavit on the Commission as soon as practicable after filing the originating process. 12.2 Application for summons for appearance of person (s. 1092(3) of the Law)—Form 18 (1) An application for the issue of a summons under sub-section 1092(3) of the Law must be made by filing an originating process or an interlocutory process. (2) The application may be made ex parte. (3) The originating process, or interlocutory process, seeking the issue of the summons must be— (a) supported by an affidavit stating the facts in support of the process; and (b) accompanied by a draft summons. (4) Unless the Court otherwise orders, a summons issued under this rule is to be in accordance with Form 18. r. 12.1 -- 57 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 52 12.3 Application for orders relating to refusal to register transfer or transmission of shares etc. (s. 1094 of the Law) As soon as practicable after filing an originating process seeking an order under section 1094 of the Law, the plaintiff must serve a copy of the originating process and the supporting affidavit on— (a) the company; and (b) any person against whom an order is sought. ORDER 13—THE FUTURES INDUSTRY (CHAPTER 8 OF THE LAW) 13.1 Appeal against decision of futures exchange or futures association (s. 1135 of the Law) For the purposes of sub-section 1135(1) of the Law, a written notice of appeal against a decision of a futures exchange or futures association must— (a) be in the form of an originating process; and (b) state whether the whole, or part only, of the decision is complained of and, if part only, identify that part; and (c) state concisely the grounds of appeal. 13.2 Proceedings against futures organisation to establish claim against fidelity fund (s. 1243 of the Law) A person who has been given leave by the Court, under sub-section 1243(3) of the Law, to bring a proceeding to establish a claim against the fidelity fund of a futures organisation may bring the claim in the proceeding in which the leave was granted. ORDER 14—POWERS OF COURTS (PART 9.5 OF THE LAW) r. 12.3 r. 13.2 -- 58 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 53 14.1 Appeal from act, omission or decision of administrator, receiver or liquidator etc. (ss 554A and 1321 of the Law) (1) All appeals to the Court authorised by the Law must be commenced by an originating process, or interlocutory process, stating— (a) the act, omission or decision complained of; and (b) in the case of an appeal against a decision— whether the whole or part only and, if part only, which part of the decision is complained of; and (c) the grounds on which the complaint is based. (2) Unless the Law or the Corporations Regulations otherwise provide, the originating process, or interlocutory process, must be filed within— (a) 21 days after the date of the act, omission or decision appealed against; or (b) any further time allowed by the Court. (3) The Court may extend the time for filing the originating process, or interlocutory process, either before or after the time for filing expires and whether or not the application for extension is made before the time expires. (4) As soon as practicable after filing the originating process, or interlocutory process, and, in any case, at least 5 days before the date fixed for hearing, the person instituting the appeal must serve a copy of the originating process, or interlocutory process, and any supporting affidavit, on each person directly affected by the appeal. (5) As soon as practicable after being served with a copy of the originating process, or interlocutory process, and any supporting affidavit, a person -- 59 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 54 whose act, omission or decision is being appealed against must file an affidavit— (a) stating the basis on which the act, omission or decision was done or made; and (b) exhibiting a copy of all relevant documents that have not been put in evidence by the person instituting the appeal. ORDER 15—PROCEEDINGS UNDER THE ASC LAW 15.1 Reference to Court of question of law arising at hearing of Commission (s. 61 of the ASC Law) Order 6 of Chapter II of the Rules of the Supreme Court applies, with any necessary adaptations, to a reference of a question of law arising at a hearing by the Commission to the Court under section 61 of the ASC Law. 15.2 Reference to Court of question of law arising at hearing of Corporations and Securities Panel (s. 196 of the ASC Law) Order 6 of Chapter II of the Rules of the Supreme Court applies, with any necessary adaptations, to a reference of a question of law arising at a hearing by the Corporations and Securities Panel to the Court under section 196 of the ASC Law. 15.3 Application for inquiry (ss 70, 201, 219 of the ASC Law) An application for an inquiry under sub-section 70(3), 201(3) or 219(7) of the ASC Law must be made by filing an originating process seeking an inquiry and orders under the relevant sub-section. ORDER 16—POWERS OF MASTERS PART 1—GENERAL r. 15.1 r. 15.3 -- 60 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 55 16.1 Powers of Masters (1) A Master may exercise any power conferred on the Court or a Judge by any provision listed in column 1 of Schedule 2, subject to any qualification set out in that column. (2) The descriptions in column 2 of Schedule 2 are inserted for convenience of reference only and do not affect the operation of this rule. (3) A Master may also hear and determine any application referred to a Master by a Judge, subject to any directions contained in the order referring the application. 16.2 Reference by Master (1) If a matter before a Master appears to the Master to be proper for the decision of a Judge, the Master may refer the matter to a Judge. (2) If a Master refers a matter to a Judge, the Judge may dispose of the matter or refer it back to the Master with any direction that the Judge considers appropriate. 16.3 Matters within Master's jurisdiction not to be brought before Judge except in certain cases If these Rules authorise a matter to be dealt with by a Master, the matter may only be brought before a Judge— (a) on a reference from a Master; or (b) on appeal from a Master; or (c) by special leave of a Judge; or (d) upon the trial of a proceeding. r. 16.3 -- 61 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 56 16.4 Master not to hear complaint for offence Nothing in these Rules confers jurisdiction on a Master to hear and determine a complaint for an offence. 16.5 Appeals An appeal lies from the order of a Master made under these Rules as though it were an appellable order of a Master under Chapter I of the Rules of the Supreme Court. PART 2—MEETINGS 16.6 Inquiry and order by Master as to meetings (1) If an order has been made for the convening of a meeting to consider a resolution, the party obtaining the order or the party's solicitor must, after the meeting has been held, attend before a Master on a date to be appointed by the Master. (2) The Master shall inquire whether the meeting was duly convened and held and whether the resolution was duly passed at the meeting in accordance with the terms of the order. (3) The Master shall by order declare— (a) whether the meeting was duly convened and held and whether the resolution was duly passed; and (b) if in the Master's opinion any irregularity occurred in the convening or holding of the meeting or in the passing of the resolution, the nature and extent of the irregularity. (4) No order based on any resolution mentioned in sub-rule (1) shall be made until an order of the -- 62 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 57 Master in accordance with this Rule has been filed. PART 3—WINDING UP AND OPPRESSION 16.7 Application of Part (1) Subject to sub-rule (2), this Part applies to any application for a winding up order. (2) This Part does not apply to— (a) an application for relief under section 246AA of the Law, whether or not a winding up order is sought; (b) an application by a contributory in that capacity for a winding up order under section 461 of the Law, whether or not any other order is sought; (c) an application by the Commission under section 464 of the Law for a winding up order; (d) an application under section 601ND of the Law for an order directing the responsible entity of a registered scheme to wind up the scheme; (e) an application under section 1457(2) of the Law for an order directing a management company to wind up a scheme. 16.8 Application to Master Every application to which this Part applies must, unless the Court otherwise orders, be made in the first instance to a Master. 16.9 Consideration by Master (1) The Master at or before the hearing of an application to which this Part applies shall consider whether— r. 16.7 r. 16.8 -- 63 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 58 (a) the application has been duly advertised; (b) the affidavit in support of the application and any affidavit of service has been duly filed; (c) the consent in writing of the liquidator to be appointed if a winding up order is made has been obtained and filed; (d) the provisions of these Rules as to applications for a winding up order have been duly complied with; and (e) the notice required by section 470(1)(a) has been duly lodged. (2) If the Master is satisfied— (a) that the requirements referred to in sub-rule (1) have been substantially complied with; and (b) that the application is unopposed— the Master shall hear and determine the application. (3) If not satisfied that the requirements referred to in sub-rule (1) have been substantially complied with, the Master may from time to time adjourn the hearing of the application upon appropriate terms or the Master may dismiss the application. (4) If the Master is satisfied that the application is opposed on grounds appropriate for determination by a Judge, the Master shall refer the application for hearing and determination by a Judge, but otherwise the Master may hear and determine the application. (5) An order of a Master declaring that the requirements referred to in sub-rule (1) have been -- 64 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 59 complied with, or the extent to which those provisions have been complied with, is evidence of the facts so declared. 16.10 Filing of documents All documents filed in support of an application to which this Part applies must be filed at least 7 days before the day appointed for the hearing. ORDER 17—COSTS 17.1 Submission of bill of costs to liquidator A liquidator may request any solicitor, manager, auctioneer, broker or other person employed by the liquidator in a winding up by the Court to deliver to the liquidator a bill of costs, charges or expenses for the purposes of taxation. 17.2 Request for bill for taxation—Form 19 (1) A request under rule 17.1 may be in Form 19 and must be made a sufficient time before the declaration of a dividend in the winding up. (2) If the request is not met within the time stated in the request, or within any extended time allowed by a Master, the liquidator may declare and distribute the dividend without regard to the claim of the person to whom the request was made and, unless the Court otherwise orders, the claim is forfeit. 17.3 Lodgement of bill for taxation and appointment to tax (1) A liquidator may lodge with the Taxing Master for taxation a bill delivered in response to a request made under rule 17.1. (2) The Taxing Master shall give notice of an appointment to tax to the liquidator and to any other person by whom, or to whom, the bill is to be paid. r. 16.10 r. 17.3 -- 65 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 60 (3) Every person to whom notice is so given may attend or be represented on the taxation. 17.4 Liquidator's certificate as to special terms of remuneration If a bill lodged for taxation under rule 17.2 is to be paid out of the assets of a company, a certificate in writing signed by the liquidator must be produced to the Taxing Master on the taxation setting forth any special terms or remuneration that have been agreed to. 17.5 No allowance for performance by others of liquidator's or special manager's duties (1) In a winding up by the Court, a liquidator or special manager who receives remuneration for acting as such is not entitled to claim any payment in respect of the performance by any other person of the ordinary duties which are required by law to be performed by a liquidator or special manager. (2) A liquidator who is a solicitor may contract that the remuneration for his or her services as liquidator is to include all professional services. 17.6 Application for costs after proceeding concluded If any party to, or person affected by, any proceeding desires to apply for an order for costs incident to the proceeding and the application is not made at the time of the proceeding— (a) the party or person must serve notice of the intended application on the company or, if the company is in liquidation, on the liquidator; (b) the company or the liquidator may appear on the application; and r. 17.6 -- 66 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 61 (c) no costs of, or incidental to, the application are to be allowed to the applicant unless the Court is satisfied that the application could not have been made at the time of the hearing of the proceeding. 17.7 Costs of winding up application—short form bills (1) If a winding up order is made, the plaintiff may claim the following as costs of the application— (a) the amount that, on the date the originating process was filed, is set out in item 11A of the Scale of Costs in Appendix A to Chapter I of the Rules of the Supreme Court; and (b) proper disbursements incurred in relation to the application. (2) A plaintiff claiming costs under sub-rule (1) must serve on the liquidator— (a) a bill of costs and disbursements, which need not include an itemised account of the work or services performed; and (b) copies of receipts, vouchers or journals that evidence the disbursements claimed. (3) Within 14 days of service of a bill of costs and disbursements, the liquidator must give notice to the plaintiff in writing whether or not any, and, if so, which, of the costs or disbursements claimed are disputed by the liquidator. (4) Within 14 days of receipt of notice, the plaintiff must file with the Court— (a) copies of the documents referred to in sub- rule (2); and (b) an affidavit of service of those documents; and -- 67 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 62 (c) a copy of the notice. (5) The plaintiff, the liquidator and their respective solicitors are not to attend on taxation of the bill of costs and disbursements, unless directed to do so by the Taxing Master. (6) This rule does not limit a plaintiff 's right to claim the taxed costs of the winding up application otherwise than under this rule, except that a plaintiff who claims the costs of a winding up application— (a) under this rule—has no further claim to recover any or all of the taxed costs of the application; and (b) otherwise than under this rule—has no further claim to recover any or all of the taxed costs of the application under this rule. __________________ r. 17.7 -- 68 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 63 SCHEDULES SCHEDULE 1 FORMS Rule 2.1 FORM 1 DOCUMENT TITLE IN THE [name of Court] No. of [year] AT DIVISION: [insert if appropriate] REGISTRY: [insert if appropriate] IN THE MATTER OF [full name of corporation to which the proceeding relates and, if applicable, the words "(in liquidation)", "(receiver appointed)", "(receiver and manager appointed)", "(controller acting)", or "(under administration)"] ACN or ARBN: [insert ACN or ARBN] AB (and Others) Plaintiff(s) [list, in a schedule, any further plaintiffs] and CD (and Others) Defendant(s) [list, in a schedule, any further defendants] _______________ Sch. 1 -- 69 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 64 Rule 2.2 FORM 2 ORIGINATING PROCESS [Title] A. DETAILS OF APPLICATION This application is made under *section/*regulation [number] of the *Corporations Law/*ASC Law/*Corporations Regulations. [State briefly the nature of the proceeding, e.g. application for winding up on ground of insolvency; or complaint about a receiver.] On the facts stated in the supporting affidavit(s), the plaintiff claims— 1. 2. etc. AND Date: ............................................................. Signature of plaintiff or plaintiff's legal practitioner B. NOTICE TO DEFENDANT(S) TO: [name and address of each defendant (if any)]: This application will be heard by at [address of Court] at *am/*pm on If you or your legal practitioner do not appear before the Court at that time, the application may be dealt with, and an order made, in your absence. As soon after that time as the business of the Court will allow, any of the following may happen— (a) the application may be heard and final relief given; (b) directions may be given for the future conduct of the proceeding; (c) any interlocutory application may be heard. Before appearing before the Court, you must file a notice of appearance, in the prescribed form, in the office of the Prothonotary and serve a copy of it on the plaintiff. Note: Except with the leave of the Court, a defendant that is a corporation cannot appear at a hearing otherwise than by a legal practitioner. Sch. 1 -- 70 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 65 C. APPLICATION FOR WINDING UP ON GROUND OF INSOLVENCY [Complete this section if this originating process is seeking an order that a company be wound up in insolvency on the ground that the company has failed to comply with a statutory demand (see section 459Q of the Corporations Law)] [Set out particulars of service of the statutory demand on the company and of the failure to comply with the demand] [Attach to this originating process a copy of the statutory demand and, if the demand has been varied by an order made under sub-section 459H(4) of the Corporations Law because of a dispute or offsetting claim, a copy of the order made under that sub-section.] [The affidavit in support of this originating process must— (a) verify service of demand on the company; and (b) verify the failure of the company to comply with the demand; and (c) state whether and, if so, to what extent the debt, or each of the debts, to which the demand relates is still due and payable at the date when the affidavit is made.] D. FILING Date of filing: [date of filing to be entered by Prothonotary] ................................................................... Prothonotary This originating process is filed by [name] for the plaintiff. E. SERVICE The plaintiff's address for service is [address of plaintiff's legal practitioner or of plaintiff]. *It is not intended to serve a copy of this originating process on any person. OR *It is intended to serve a copy of this originating process on each defendant and on any person listed below: [name of defendant and any other person on whom a copy of the originating process is to be served] [Complete the following section if the time for service has been abridged] Sch. 1 -- 71 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 66 The time by which a copy of this originating process is to be served has been abridged by order made by [name of Judge or Master] on [date] to [time and date]. * Omit if not applicable. _______________ Sch. 1 -- 72 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 67 Rule 2.2 FORM 3 INTERLOCUTORY PROCESS [Title] A. DETAILS OF INTERLOCUTORY APPLICATION *This interlocutory application is made under *section/*regulation [number] of the *Corporations Law/*ASC Law/*Corporations Regulations. On the facts stated in the supporting affidavit(s), the applicant, [name], applies for the following interlocutory relief— 1. 2. etc. AND Date: .................................................................. Signature of applicant making this application or applicant's legal practitioner B. NOTICE TO RESPONDENT(S) TO: [name and address of each respondent to this interlocutory process (if any). If applicable, also state the respondent's address for service.] This interlocutory application will be heard by at [address of Court] at *am/*pm on If you or your legal practitioner do not appear before the Court at that time, the application may be dealt with, and an order made, in your absence. Before appearing before the Court, you must, except if you have already done so or you are the plaintiff in this proceeding, file a notice of appearance, in the prescribed form, in the office of the Prothonotary and serve a copy of it on the plaintiff in the originating process. Note: Except with the leave of the Court, a defendant that is a corporation cannot appear at a hearing otherwise than by a legal practitioner. C. FILING This interlocutory process is filed by [name] for the applicant. D. SERVICE Sch. 1 -- 73 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 68 The applicant's address for service is [address of applicant's legal practitioner or of applicant]. *It is not intended to serve a copy of this interlocutory process on any person. OR *It is intended to serve a copy of this interlocutory process on each respondent and on any person listed below: [name of respondent and any other person on whom a copy of the interlocutory process is to be served] [Complete the following section if the time for service has been abridged] The time by which a copy of this interlocutory process is to be served has been abridged by order made by [name of Judge or Master] on [date] to [time and date]. * Omit if not applicable. _______________ Sch. 1 -- 74 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 69 Rule 2.9 FORM 4 NOTICE OF APPEARANCE [Title] A. DETAILS OF PERSON INTENDING TO APPEAR Notice is given that [state full name and address], [briefly state your interest in the proceeding, e.g. a creditor for $ (amount), or a contributory, of the corporation] intends to appear before the Court at the hearing of the application to be heard at [name of Court and address] on [date] and, if applicable, to *oppose/*support the application. Note: Except with the leave of the Court, a defendant that is a corporation cannot appear at a hearing otherwise than by a legal practitioner. B. GROUNDS OF OPPOSITION TO WINDING UP [Complete this section only if you are opposing an application to wind up a company] The grounds on which I oppose the application for winding up are— 1. 2. etc. C. SERVICE [This section must be completed] The address for service of the person giving this notice is [address of person's legal practitioner or of person]. ......................................................... Signature of person giving notice or of person's legal practitioner * Omit if not applicable. _______________ Sch. 1 -- 75 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 70 Rule 2.10 FORM 5 NOTICE OF INTERVENTION BY THE COMMISSION [Title] The Australian Securities and Investments Commission, whose address for service is [address], intervenes in this proceeding. Date: ........................................................................ Signed on behalf of the Commission Name of signatory: [name] Capacity of signatory: [capacity]. _______________ Sch. 1 -- 76 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 71 Rule 3.4 FORM 6 NOTICE OF HEARING TO APPROVE COMPROMISE OR ARRANGEMENT TO all the creditors and members of [name of company] TAKE NOTICE that at *am/*pm on the at [address of Court] will hear an application by [name of plaintiff] seeking the approval of a compromise or arrangement between the above-named company and its *members/*creditors as proposed by a resolution passed by the meeting of the *members/*creditors of the company held on [date]. [Complete this section if applicable] The proposed compromise or arrangement as passed by the meeting was amended from the form of compromise or arrangement previously sent to you in the following respects— [Set out the details of any amendment made at the meeting] If you wish to oppose the approval of the compromise or arrangement, you must file and serve on the plaintiff a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on the plaintiff at its address for service at least 1 day before the date fixed for the hearing of the application. [This section must be completed] The address for service of the plaintiff is [address of plaintiff's legal practitioner or of plaintiff]. Name of person giving notice or of person's legal practitioner [name] * Omit if not applicable. _______________ Sch. 1 -- 77 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 72 Rule 5.2 FORM 7 AFFIDAVIT ACCOMPANYING STATUTORY DEMAND [Name of creditor(s)] Creditor(s) [Name of debtor company] Debtor company I, [name] of [address and occupation], *say on oath/*affirm [or *make oath and say/*solemnly and sincerely declare and affirm]— 1. I am [state deponent's relationship to the creditor(s), e.g. "the creditor", "(name), one of the creditors", "a director of the creditor", "a director of (name), one of the creditors"] named in the statutory demand, which this affidavit accompanies, relating to the *debt/*debts owed by [name of debtor company]. 2. [If the deponent is not the creditor, state the facts entitling the deponent to make the affidavit, e.g. "I am authorised by the creditor(s) to make this affidavit on its/their behalf"]. 3. [State the source of the deponent's knowledge of the matters stated in the affidavit in relation to the debt or each of the debts, e.g. "I am the person who, on behalf of the creditor(s), had the dealings with the debtor company that gave rise to the debt", "I have inspected the business records of the creditor in relation to the debtor company's account with the creditor"]. 4. *The debt of $ [amount]/*The total $ [amount] of the debts mentioned in the statutory demand is due and payable by the debtor company. 5. I believe that there is no genuine dispute about the existence or amount of the *debt/*any of the debts. *Sworn/*affirmed at: [place of swearing or affirmation] on [date] OR *Sworn/*affirmed by the above-named deponent at: [place of swearing or affirmation] this date of [month] [year] ....................................................... Signature of deponent Before me: Sch. 1 -- 78 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 73 ................................................................ Signature and designation of person before whom deponent swears or affirms affidavit * Omit if not applicable Note: The form of the opening words and the jurat of this affidavit may be changed to conform to the form of affidavit used in a particular State or Territory—see rule 2.6. _______________ Sch. 1 -- 79 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 74 Rule 5.5, 6.1 FORM 8 CONSENT OF LIQUIDATOR/PROVISIONAL LIQUIDATOR [Title] I, [name], of [address], an official liquidator, consent to be appointed by the Court and to act as the *liquidator/*provisional liquidator of [name of company]. I am not aware of any conflict of interest or duty that would make it improper for me to act as *liquidator/*provisional liquidator of the company. Date: ...................................................................... Signature of official liquidator * Omit if not applicable. _______________ Sch. 1 -- 80 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 75 Rule 5.6 FORM 9 NOTICE OF APPLICATION FOR WINDING UP ORDER IN THE [name of Court] No. of [year] [Name of company] ACN: [ACN of company to which proceeding relates] 1. A proceeding for the winding up of [name of company] was commenced by the plaintiff, [name of plaintiff], on [date of filing of originating process] and will be heard by at [address of Court] at *am/*pm on Copies of documents filed may be obtained from the plaintiff's address for service. 2. The plaintiff's address for service is [address of plaintiff's legal practitioner or of plaintiff]. 3. Any person intending to appear at the hearing must file a notice of appearance, in accordance with the prescribed form, together with any affidavit on which the person intends to rely, and serve a copy of the notice and any affidavit on the plaintiff at the plaintiff's address for service at least 3 days before the date fixed for the hearing. Date: Name of plaintiff or plaintiff's legal practitioner: [name] * Omit if not applicable. _______________ Sch. 1 -- 81 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 76 Rule 5.10 FORM 10 NOTICE OF APPLICATION FOR WINDING UP ORDER BY SUBSTITUTED PLAINTIFF IN THE [name of Court] No. of [year] [Name of company] ACN: [ACN of company to which proceeding relates] 1. [Name of substituted plaintiff], who was, by order of the [name of Court], substituted as a plaintiff, will apply to the Court at *am/*pm on at [address of Court] for an order that the above company be wound up. 2. The address for service of the substituted plaintiff is [address of substituted plaintiff's legal practitioner or of substituted plaintiff]. 3. Any person intending to appear at the hearing must file a notice of appearance, in accordance with the prescribed form, together with any affidavit on which the person intends to rely, and serve a copy of the notice and any affidavit on the substituted plaintiff at its address for service at least 3 days before the date fixed for the hearing. Date: ...................................................................... Signature of person giving notice or of person's legal practitioner * Omit if not applicable. _______________ Sch. 1 -- 82 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 77 Rule 5.11 FORM 11 NOTICE OF WINDING UP ORDER AND OF APPOINTMENT OF LIQUIDATOR IN THE [name of Court] AT [location of Court] IN THE MATTER OF [name of company to which the proceeding relates] ACN: [ACN of company to which proceeding relates] On [date], the [name of Court] in Proceeding No. of [year], ordered the winding up of [name of company] and I was appointed as liquidator of the company. Date: Name and address of liquidator: [name and address]. _______________ Rule 6.2 FORM 12 NOTICE OF APPOINTMENT OF PROVISIONAL LIQUIDATOR IN THE [name of Court] AT [location of Court] IN THE MATTER OF [name of company to which the proceeding relates] ACN: [ACN of company to which proceeding relates] On [date], in Proceeding No. of [year], heard by the [name of Court], I was appointed as the provisional liquidator of the above company. Date: Name and address of provisional liquidator: [name and address]. _______________ Sch. 1 -- 83 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 78 Rule 7.6 FORM 13 NOTICE BY CREDITOR OR CONTRIBUTORY OF OBJECTION TO RELEASE OF LIQUIDATOR [Title] [Name of creditor/contributory] of [address of creditor/contributory], a creditor of [name of company] for $ [amount], or a contributory of [name of company] holding [number] shares in the company, objects to the grant of a release to [name of liquidator] of [address of liquidator], who is the liquidator of [name of company], on the following grounds— [set out the grounds upon which the objection is made] Date: .......................................................... Signature of objector or objector's legal practitioner Name of objector or objector's legal practitioner: [name]. The objector's address for service is [address of objector or objector's legal practitioner]. _______________ Sch. 1 -- 84 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 79 Rule 7.8 FORM 14 AFFIDAVIT IN SUPPORT OF APPLICATION FOR ORDER FOR PAYMENT OF CALL [Title] I, [name] of [address], liquidator, *make oath and say/*solemnly and sincerely declare and affirm— 1. I am the liquidator of [name of company] (the company). 2. On [date] I made a call of $ [amount] per share on all the contributories of the company [or specify the class of contributories on whom the call was made]. *Exhibited and marked A is a copy of the notice of the call. Each contributory whose name is shown in the Schedule marked B was duly served with notice of the call in the form exhibited and marked A. 3. Each contributory of the company whose name is set out in column 2 of the Schedule marked B has not paid, or caused to be paid, to me the sum specified opposite the contributory's name in column 5 of the Schedule, which is due from that contributory under the call. 4. The amount set out opposite the name of each contributory in column 6 of the Schedule is an estimate of the amount due by that contributory in respect of the costs of applying for and giving effect to the order for payment of the call. The estimate of the amounts so due by the several contributories has been reached by apportioning the costs among the contributories who have not paid the call according to the liability of the respective contributories to contribute. 5. The amount set out opposite the name of each contributory in column 7 of the Schedule is the total of the amount due by that contributory in respect of the call as set out in column 5 and the amount due in respect of costs as set out in column 6. *Sworn/*Affirmed at: [place of swearing or affirmation] on [date] .......................................... Signature of deponent Before me: ....................................................... Signature and designation of person before whom deponent swears or affirms affidavit * Omit if not applicable. Sch. 1 -- 85 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 80 SCHEDULE B Number on list of contributories Name Address Character in which included in the list Unpaid amount of call Proportion of costs of application Total amount payable _______________ Sch. 1 -- 86 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 81 Rule 7.9 FORM 15 NOTICE OF APPLICATION FOR LEAVE TO DISTRIBUTE A SURPLUS IN THE [name of Court] AT APPLICATION NO.: IN THE MATTER OF [company name] ACN: [ACN of company to which proceeding relates] On [date] at *am/*pm, the *Judge/*Master at [address of Court] will hear an application by the liquidator of [name of company] in Proceeding No. of [year] for leave to distribute a surplus in respect of the liquidation of the company. Any person intending to appear at the hearing must file a notice of appearance, in accordance with the prescribed form, together with any affidavit on which the person intends to rely, and serve a copy of the notice and affidavit on the liquidator at the address shown below at least 3 days before the date fixed for the hearing. Name of liquidator: [name]. The liquidator's address for service is [address]. .......................................................... Signature of liquidator * Omit if not applicable. _______________ Sch. 1 -- 87 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 82 Rule 9.1–9.5 FORM 16 NOTICE OF INTENTION TO APPLY FOR REMUNERATION IN THE MATTER OF [company name] ACN: [ACN of company to which proceeding relates] TO: [name and address of person to whom notice is given] TAKE NOTICE that, not less than 21 days after this notice is served on you, I, [name and address], the *receiver/*administrator/*liquidator/*provisional liquidator/*special manager of the above company, intend to apply to the Court to determine my remuneration. If you object to my application, you must, within 21 days after being served with this notice, serve on me a notice of objection stating the grounds of objection to the remuneration claimed. Date: ................................................................. Signature of *receiver/*administrator/*liquidator/ *provisional liquidator/*special manager * Omit if not applicable. _______________ Sch. 1 -- 88 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 83 Rule 11.3 FORM 17 SUMMONS FOR PUBLIC EXAMINATION [Title] A. DETAILS OF SUMMONS TO: [name and address of person to be examined] You are summoned under *section 596A/*section 596B of the Corporations Law to— (a) attend before at [address of Court] at *am/*pm on and from day to day until excused by the Court, to be examined on oath or affirmation about the examinable affairs of [name of corporation]; and (b) *to produce at the examination the following books [specify books— include in a schedule if necessary]. Date: ..................................................................... Prothonotary B. NOTICE TO PERSON TO BE EXAMINED The Court may order that the questions put to you and the answers given by you at the examination are to be recorded in writing and signed by you. If you do not attend the examination in accordance with this summons, without reasonable cause, you may be arrested and imprisoned without further notice. * Omit if not applicable. _______________ Sch. 1 -- 89 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 84 Rule 12.2 FORM 18 SUMMONS FOR APPEARANCE IN RELATION TO REGISTRATION OF TRANSFER OF INTERESTS [Title] TO: [name and address] You are required to appear before the at [address of Court] at *am/*pm on and show cause why the document(s) specified in the Schedule should not be *delivered up/*produced at the office of [name of company] at [address of company] within [period as ordered], as required by the attached notice. The address for service of the person applying for this summons is [address of person's legal practitioner or of person]. Date: ......................................................................... Prothonotary * Omit if not applicable. SCHEDULE [description of document(s)] _______________ Sch. 1 -- 90 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 85 Rule 17.2 FORM 19 REQUEST TO DELIVER BILL FOR TAXATION [Title] TO: [name and address of person to whom request is made] I request that, within days of delivery of this request, you deliver to me for taxation by the proper officer your bill of costs [or charges][or expenses] as [state nature of employment] employed by me as liquidator in the winding up of the abovenamed company. If this request is not met within the time provided for above, or within any extended time allowed by a Master of the Supreme Court, I am entitled to declare and distribute a dividend without regard to any claim you may have against the assets of the company and your claim against the assets of the company will be liable to be forfeited. Date: .......................................................... Signature of liquidator _______________ Sch. 1 -- 91 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 86 SCHEDULE 2 Rule 16.1 POWERS OF THE COURT THAT MAY BE EXERCISED BY A MASTER Column 1 Provision Column 2 Description THE ASC LAW s. 79(4) To extend time for service of notice. THE CORPORATIONS LAW s. 266(4) For extension of time for registration of charge. s. 274 To rectify omission or mis-statement. s. 411(16) To restrain further proceedings. s. 425 To fix remuneration of receiver. s. 429(3) To extend time for report. s. 434 That receiver remedy default. s. 439A(6) For extension of convening period. s. 440D(b) For leave to begin or proceed with proceeding against company during administration. s. 440F For leave to begin or proceed with enforcement process re property of company during administration. s. 440G(7) To permit a court officer to take action or make a payment during administration. s. 444B(2)(b) To extend time for company to execute deed. s. 444E(3)(c) For leave to person bound by deed to begin or proceed with proceeding against company etc or enforcement process against company. s. 447A(1) (where winding up order to be made by a Master) To end administration of company. Column 1 Column 2 Sch. 2 -- 92 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 87 Provision Description s. 447E(2) For order where office of administrator is vacant or no administrator is acting. s. 449C(6) For appointment of an administrator of company under administration when none is acting. s. 449D(1) To fill vacancy in office of administrator of deed. s. 449D(2) For appointment of an administrator of deed where none is acting. s. 449E(1) To fix the remuneration of an administrator. s. 449E(2) For review etc. of administrator's remuneration. s. 459F(2)(a) For order extending period for compliance with demand. s. 459G For order on application to set aside a demand. s. 459P(2) For leave to apply for winding up. s. 459R For extension of time for determination of application for winding up in insolvency. s. 459S For leave to company to oppose application. s. 465B(1) For order substituting applicant. s. 465C (if the application is pending before a Master) For leave to oppose application when there has been failure to file and serve notice of grounds of opposition and verifying affidavit. s. 467(7) For stay of proceedings. s. 470(2)(b) To serve a copy order on another person. s. 471B For leave to begin or proceed with a proceeding or begin or proceed with enforcement process against a company being wound up in insolvency or by the Court or in respect of which a provisional liquidator is acting. s. 472(1) (where winding up order made by a Master) For appointment of liquidator. s. 472(2) For appointment of provisional liquidator. Column 1 Provision Column 2 Description Sch. 2 Sch. 2 -- 93 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 88 s. 472(6) For order on application with respect to the exercise or proposed exercise of a power of a provisional liquidator. s. 473(2) Determination of provisional liquidator's remuneration. s. 473(3), (5) Determination or review of liquidator's remuneration. s. 473(7) To fill vacancy in office of liquidator. s. 473(8) To declare what may be done by liquidator, where more than one appointed. s. 474(2) To vest property in liquidator. s. 477(2A) For approval of liquidator's compromising a debt. s. 477(2B) For approval of liquidator's entering an agreement which may last or obligations which may be performable more than 3 months later. s. 477(6) For order on application with respect to the exercise or proposed exercise of a power by liquidator. s. 483(1) For delivery of property etc. to liquidator. s. 484 To appoint or remove special manager, to fix security or remuneration. s. 486 For inspection of books. s. 490 For leave to company to resolve that it be wound up voluntarily. s. 495(4) As to manner of holding meeting. s. 496(3) For order that list of creditors be sent. s. 497(3) For order that list of creditors be sent. s. 499 For direction as to liquidator. s. 500(2) For leave to proceed. s. 500(3) For delivery of property etc. to liquidator. s. 502 To appoint liquidator. Column 1 Provision Column 2 Description s. 504 To review liquidator's remuneration. Sch. 2 -- 94 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 89 s. 507(6) To sanction resolution. s. 507(9) For directions for initiation and conduct of arbitration. s. 507(10) For approval for exercise of powers. s. 509(6) To order deregistration on a specified day. s. 510(3) To settle dispute. s. 511(1)(b) For exercise of powers. s. 542(3)(a) As to destruction of books. s. 543(1) As to investment of funds. s. 544 As to accounts or payment of unclaimed funds. s. 545(2) To direct liquidator to incur a particular expense. s. 547(1) To direct meeting. s. 551 Leave to member of Committee of Inspection to accept benefit. s. 552 To give direction or permission. s. 568 (other than sub- section (9)) For leave to disclaim. s. 568B(2) To set aside disclaimer. s. 568F For orders re vesting of disclaimed property. s. 587 To stay proceedings or for leave to commence or proceed. s. 588T(2)(b) For leave to creditor to begin proceeding. s. 596A For mandatory examination. s. 596F(1)(b) to (g) (if direction is given after commencement of examination before the Master) For directions about examination. Column 1 Provision Column 2 Description s. 597(9) (if direction is given after commencement of For direction to produce books. Sch. 2 -- 95 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 90 examination before the Master) s. 597A For mandatory affidavit. s. 597B (if examination before the Master) For costs of unnecessary examination. s. 601AH(2) For reinstatement of the registration of a company. s. 601BJ To approve modification of constitution. s. 601CC(8) For restoration of name of registered Australian body. s. 601CL(9) For restoration of name of registered foreign company. s. 601FN For appointment of a temporary responsible entity of a scheme. s. 1053(5) For appointment of corporation to be trustee. s. 1094(1) For order following failure by directors to register etc. s. 1096(4) To remedy default in issuing certificate. s. 1274(11) For order to remedy default. s. 1319 For direction with respect to meeting. s. 1322(4) For order in relation to irregularities etc. s. 1341(3) For payment of money. CORPORATIONS REGULATIONS 5.6.06 For order not to open liquidator's general account. 5.6.09 For directions with respect to money or securities and authorisation of payments to special bank accounts. 5.6.15(2) For repayment of costs of meeting. Column 1 Provision Column 2 Description 5.6.16(4C) For declaration that adjourned meeting be taken to be incompetent to act. 5.6.18(2) For order as to place of adjourned meeting. Sch. 2 -- 96 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 91 5.6.24(3) To determine whether security surrendered. 5C.2.02 To appoint a temporary responsible entity of a scheme. Dated: 9 December 1999 J. H. PHILLIPS, C.J. ROBERT BROOKING, J.A. R. C. TADGELL, J.A. W. F. ORMISTON, J.A. JOHN D. PHILLIPS, J.A. STEPHEN CHARLES, J.A. F. H. CALLAWAY, J.A. J. M. BATT, J.A. PETER BUCHANAN, J.A. ALEX CHERNOV, J.A. G. HAMPEL, J. F. H. R. VINCENT, J. BERNARD G. TEAGUE, J. ALLAN W. McDONALD, J. T. H. SMITH, J. DAVID ASHLEY, J. JOHN J. HEDIGAN, J. JOHN COLDREY, J. DAVID BYRNE, J. D. L. HARPER, J. H. R. HANSEN, J. PHILIP MANDIE, J. ROSEMARY BALMFORD, J. -- 97 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 92 E. W. GILLARD, J. ═══════════════ Sch. 2 -- 98 of 99 -- S.R. No. 134/1999 Supreme Court (Corporations Law) Rules 1999 93 NOTES 1 Rule 1.2: S.R. No. 98/1992. Reprinted to 27 July 1995 and subsequently amended by S.R. Nos 141/1996, 51/1999 and 117/1999. Notes -- 99 of 99 --