WHEREAS it is provided by sub-section 577 (2) of the Companies Act 1981 that the power of the Governor-General to make regulations under that Act shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council for Companies and Securities established by the Agreement made on 22 December 1978 between the Commonwealth and the States as amended by the Agreement made on 24 February 1981:
AND WHEREAS the making of the following Regulations is in accordance with advice that is consistent with those resolutions:
NOW THEREFORE I, the Governor-General of the Commonwealth of Australia, acting with the advice of the Federal Executive Council and in pursuance of section 4 of the Acts Interpretation Act 1901, hereby make the following Regulations under the Companies Act 1981.
Dated 4 June 1982.
Governor-General
By His Excellency's Command,
(Sgd) P. Durack
Attorney-General
___________
PART I—PRELIMINARY
Citation
These Regulations may be cited as the Companies Regulations.
Interpretation
(1) In these Regulations, unless the contrary intention appears—
"agent" means the person named in a memorandum of appointment or power of attorney lodged under paragraph 512 (2) (e) or sub-section 514 (5), of the Act, or under the corresponding previous law;
"dividend" means, in relation to the winding up of the affairs of a company by order or resolution, the distribution, not being a return of capital, of any part of the property of the company among its creditors or contributories by the liquidator;
"local authority" means the Corporate Affairs Commission for the Territory.
"provided" means provided for in the Act or these Regulations;
"registered number" means—
(a) in relation to a corporation—the number allocated to it on its incorporation or registration; and
(b) in relation to an auditor, a liquidator, including an official liquidator, or a liquidator of a specified corporation—the number allocated to that person on registration as an auditor, a liquidator or a liquidator of a specified corporation, as the case may be;
"required" means required for the purposes of the Act or these Regulations;
(2) In a form in Schedule 2, unless the contrary intention appears, a reference to a Part, Division, section, sub-section, paragraph or sub-paragraph shall be taken as a reference to that Part, Division, section, sub-section, paragraph or sub-paragraph of the Act.
Forms
(1) Subject to these Regulations, where a provision is specified in Column 1 or 2 of Schedule 1, the form in Schedule 2, the number of which is specified in Column 4 of Schedule 1 opposite that provision, is prescribed as the form to be used for the purposes of that provision in relation to the matter or thing described in Column 3 of Schedule 1 opposite to that provision.
(2) In these Regulations, a reference to a form by number is a reference to the form in Schedule 2 which bears that number.
Compliance with forms
(1) Strict compliance with the style of a form set out in Schedule 2 is not necessary, unless the Commission so requires.
(2) Strict compliance with the substance of, and provision of the information required by, a form set out in Schedule 2 is necessary unless the Commission otherwise approves.
Directions and instructions to be followed
A form in Schedule 2 shall be completed in accordance with such directions and instructions as are specified in, or relate to, the form.
Particulars prescribed by forms
Where a form in Schedule 2 requires—
(a) the furnishing of a document; or
(b) the furnishing of information or any other matter—
(i) by completing the form in the prescribed manner; or
(ii) by supplying or completing a document or other annexure to that form,
that document, other annexure, information, or any other matter, shall be taken to be the document, other annexure, information, or any other matter, required to be furnished in pursuance of the provision of the Act or of the Regulations for the purposes of which that form is prescribed by these Regulations.
General requirements for documents
(1) Unless the Commission otherwise approves, a document lodged with the Commission shall
(a) be on paper of medium weight and good quality and
(i) in the case of the memorandum, the articles, a prospectus or a statement under section 170—of a size not less than international sheet size A5 and not more than foolscap folio size or international sheet size A4; and
(ii) in any other case of foolscap folio size or international sheet size A4;
(b) subject to the Act, be clearly printed, written or otherwise produced in a manner that is permanent and will make possible a reproduction by photographic means that is satisfactory to the Commission;
(c) not be a carbon copy, or a copy reproduced by any spirit duplication method;
(d) have margins of not less than 25 millimetres on the left-hand side and not less than 13 millimetres on the right-hand side;
(e) where it comprises 2 or more sheets, be fastened together securely in the top left-hand corner;
(f) have written on the first sheet—
(i) the registered number of the corporation to which the document relates;
(ii) the name of that corporation;
(iii) the title of the document;
(iv) the name, address and telephone number of the person by whom or on whose behalf the document is lodged; and
(v) the words "lodged with the Commission on ";
(g) where the document is a form relating to a no liability company, be completed by inserting the words "No Liability" in place of the word "Limited";
(h) in the case of an unlimited company, have the word "Limited" omitted; and
(i) where the document contains maps or charts upon which areas have been distinguished by colour, in addition distinguish those areas by hatching, numbering or lettering.
(2) Where the address of the office of a corporation is required, full particulars of its situation shall be specified so as to enable it to be readily located.
(3) The name of a person signing a form set out in Schedule 2 that is lodged with the Commission shall be legibly written under or alongside the signature of that person.
Annexures accompanying forms
(1) Where the space provided for a particular purpose in a form is insufficient to contain all the required information in relation to a particular item, that information shall be set out in an annexure.
(2) An annexure to a form shall have an identifying mark and be endorsed with the words:
This is the annexure of..........pages marked..........referred to in the (insert description of form) signed by me and dated............................
and signed by each person signing the form to which the document is annexed.
(3) The pages in an annexure shall be numbered consecutively.
(4) Where a document, copy of a document, or other matter is annexed to a form, reference made in the form to the annexure shall be by its identifying mark, the number of pages in it, and a brief description of the nature of the document and its contents.
(5) A reference to an annexure includes a document, copy of a document or any other matter accompanying, attached to or annexed to a form.
Time for lodging documents
Where a document, including a copy of a document, is required to be lodged with the Commission and a period of time within which the document is to be lodged is not prescribed, the document shall be lodged within one month or, in the case of a document required to be lodged by a foreign company, within such further period as the Commission in special circumstances allows, after the happening of the event to which the document relates.
Affidavits and statements in writing
(1) Except as otherwise provided, a required affidavit or statement in writing shall be sworn or made, on behalf of a corporation, by a director, a secretary or the principal executive officer of the corporation.
(2) Where a required affidavit purports to be sworn at a place outside the Territory, the affidavit shall be sufficient if it purports to be sworn in accordance with the requirements of the law of that place.
(3) Notwithstanding sub-regulation (1), an affidavit or statement in writing that is sworn or made under and in accordance with the rules shall be considered to have been sworn or made as required.
Signature of documents lodged with Commission
(1) Subject to the Act and these Regulations, a document relating to a corporation that is required to be lodged by or on behalf of the corporation shall be signed —
(a) by a director or secretary or the principal executive officer of the corporation; or
(b) if the corporation is a foreign company, by a person referred to in paragraph (a), the agent of the foreign company or, if the agent is a company, by a director, or secretary or the principal executive officer of the agent.
(2) Notwithstanding sub-regulation (1), a document that is signed under and in accordance with the rules shall be considered to have been signed as required.
Verification or certification of a document or a copy of a document
(1) Unless otherwise provided, verification or certification of a document, or a copy of a document, that relates to a corporation and is required to be lodged by or on behalf of the corporation, shall be by a statement in writing in accordance with Form 1 signed by—
(a) a director or secretary or the principal executive officer of the corporation, being a person that is resident in Australia or an external Territory;
(b) its agent or, if the agent is a company, by a director or secretary or the principal executive officer of the agent, being a person that is resident in Australia or an external Territory; or
(c) a person enabled or required by the Act or Regulations to verify or certify the document.
(2) Verification of a document or of a copy of a document under and in accordance with the rules shall be sufficient verification for the purposes of these Regulations.
Copies of orders to be lodged with Commission
Where a person obtains an order of the Court under, or for the purposes of, sub-section 118 (2), section 133, sub-section 175 (5) or 205 (3) or section 212, 385, 470 or 539, of the Act, that person shall lodge an office copy of the order with the Commission.
Definition of "authorized trustee corporation"
For the purposes of the definition of "authorized trustee corporation" in sub-section 5 (1) of the Act, each of the following bodies corporate is declared to be an authorized trustee corporation for the purposes of any provision in which the expression appears:
(a) Bagot's Executor and Trustee Company Limited;
(b) Bank of New South Wales Nominees Pty Limited;
(c) Burns Philp Trustee Company (Canberra) Limited;
(d) Burns Philp Trustee Company Limited;
(e) Commercial Nominees Pty Limited;
(f) Elder's Trustee and Executor Company Limited;
(g) Executor Trustee and Agency Company of South Australia Limited;
(h) Farmers' Co-operative Executors and Trustees Limited;
(i) Hunter Nominees Pty Limited;
(j) National Trustees Executors and Agency Company of Australasia Limited;
(k) P.T.A. Nominees Limited;
(l) Permanent Trustee Company Limited;
(m) Permanent Trustee Company of New South Wales Limited;
(n) Permanent Trustee Company (Canberra) Limited;
(o) Perpetual Nominees Limited;
(p) Perpetual Trustee Company (Canberra) Limited;
(q) Perpetual Trustee Company Limited;
(r) Perpetual Trustees Australia Limited;
(s) Public Trustee of Queensland;
(t) Public Trustee of South Australia;
(u) Public Trustee of New South Wales;
(v) Public Trustee of Tasmania;
(w) Public Trustee of the State of Victoria;
(x) Public Trustee of Western Australia;
(y) Queensland Trustees Limited;
(z) Sandhurst and Northern District Trustees Executors and Agency
Company Limited;
(za) T.E.A. Nominees Limited;
(zb) T.E.A. Nominees (N.S.W.) Limited;
(zc) The Equity Trustees Company of Tasmania Limited;
(zd) The Equity Trustees Executors and Agency Company Limited;
(ze) The Perpetual Executors and Trustees Association of Australia Limited;
(zf) Perpetual Trustees (W.A.) Limited;
(zg) The Perpetual Trustees and National Executors of Tasmania Limited;
(zh) The Tasmanian Permanent Executors and Trustee Association Limited;
(zi) The Trustees Executors and Agency Company Limited;
(zj) Trustees Executors and Agency Company (Canberra) Limited;
(zk) The Union Fidelity Trustee Company of Australia Limited;
(zl) Union Trustee Company (Canberra) Limited;
(zm) West Australian Trustees Limited;
(zn) Winchcombe Carson Trustee Company (Canberra) Limited;
(zo) Winchcombe Carson Trustee Company Limited.
Declared stock exchanges for the purposes of the Act and of Schedule 9
(1) For the purposes of the definition of "stock exchange" in sub-section 5 (1) of the Act, "stock exchange" in paragraphs 100 (4) (a) and (b) and 552 (4) (a), of the Act, and Schedule 9 means the following stock exchanges:
(a) The Brisbane Stock Exchange Limited;
(b) The Hobart Stock Exchange;
(c) The Stock Exchange of Adelaide Limited;
(d) The Stock Exchange of Melbourne Limited;
(e) The Stock Exchange of Perth Limited;
(f) The Sydney Stock Exchange Limited.
(2) For the purposes of the definition of "stock exchange" in sub-section 5 (1) of the Act, "stock exchange" in sub-section 131 (5B) and paragraphs 134 (2) (a) and 552 (6) (h) of the Act means the following stock exchanges:
(a) The Ballarat Stock Exchange;
(b) The Bendigo Stock Exchange;
(c) The Brisbane Stock Exchange Limited;
(d) The Hobart Stock Exchange;
(e) The Stock Exchange of Adelaide Limited;
(f) The Stock Exchange of Melbourne Limited;
(g) The Stock Exchange of Newcastle Limited; (h) The Stock Exchange of Perth Limited;
(i) The Sydney Stock Exchange Limited.
Prescribed stock exchanges for the purpose of sub-clause 7 (5) of Schedule 7
Each of the following stock exchanges is a stock exchange for the purposes of sub-clause 7 (5) of Schedule 7:
(a) American Stock Exchange Inc.;
(b) New York Stock Exchange Inc.;
(c) Pacific Coast Stock Exchange;
(d) The Auckland Stock Exchange;
(e) The Brisbane Stock Exchange Limited;
(f) The Christchurch Stock Exchange;
(g) The Dunedin Stock Exchange;
(h) The Hobart Stock Exchange;
(i) The Johannesburg Stock Exchange;
(j) The Mid-West Stock Exchange;
(k) The Montreal Stock Exchange;
(l) The Paris Bourse;
(m) The Stock Exchange of Adelaide Limited;
(n) The Stock Exchange, London;
(o) The Stock Exchange of Melbourne Limited;
(p) The Stock Exchange of Perth Limited;
(q) The Sydney Stock Exchange Limited;
(r) The Toronto Stock Exchange;
(s) The Wellington Stock Exchange.
Prescribed offices under sub-paragraph 8 (8) (a) (ii) of the Act
(1) For the purposes of sub-paragraph 8 (8) (a) (ii) of the Act, each of the following offices is prescribed:
(a) the office of Treasurer of the Commonwealth;
(b) the office of the trustee under, or continued under, Part IV, X and XI of the Bankruptcy Act 1966 of the Commonwealth;
(c) the office of Controller of Enemy Property under the National Security (Enemy Property) Regulations of the Commonwealth;
(d) the office of Treasurer of the State of Western Australia;
(e) the office of Commissioner for Corporate Affairs for the State of Western Australia;
(f) the office of Public Trustee under the Public Trustee Act 1941 of the State of Western Australia;
(g) the office of Master and the office of Principal Registrar of the Supreme Court, within the meaning of the Supreme Court Act 1935 of the State of Western Australia;
(h) the office of Treasurer of the State of Victoria;
(i) the office of Commissioner for Corporate Affairs for the State of Victoria;
(j) the office of Public Trustee under the Public Trustee Act 1958 of the State of Victoria;
(k) the office of Master of the Supreme Court of Victoria within the meaning of the Supreme Court Act 1958 of the State of Victoria;
(l) the office of Treasurer of the State of New South Wales;
(m) the office of Public Trustee under the Public Trustee Act, 1913, of the State of New South Wales;
(n) the office of Master under Division 1 of Part VIII of the Supreme Court Act, 1970, of the State of New South Wales;
(o) the office of Supervisor of Loan Fund Companies under the Loan Fund Companies Act, 1976, of the State of New South Wales;
(p) the office of Protective Commissioner under the Mental Health Act, 1958, of the State of New South Wales;
(q) the office of Treasurer of the State of Queensland;
(r) the office of Commissioner for Corporate Affairs for the State of Queensland;
(s) the office of Public Trustee under the Public Trustee Act 1978 of the State of Queensland;
(t) the office of Registrar under the Supreme Court Acts 1861-1980 of the State of Queensland;
(u) the office of Treasurer of the State of South Australia;
(v) the office of Curator of Prisoners Property under the Criminal Law Consolidation Act 1935-1980 of the State of South Australia;
(w) the office of Public Trustee under the Administration and Probate Act 1919-1980 of the State of South Australia;
(x) the office of Registrar under the Supreme Court Act 1935-1980 of the State of South Australia;
(y) the office of administrator under Chapter XLIX of the Criminal Code of the State of Tasmania;
(z) the office of Treasurer of the State of Tasmania;
(za) the office of Commissioner for Corporate Affairs for the State of Tasmania;
(zb) the office of Public Trustee under the Public Trust Office Act 1930 of the State of Tasmania;
(zc) the office of Registrar of the Supreme Court under the Supreme Court Act 1959 of the State of Tasmania;
(zd) the office of Curator of Estates of Deceased Persons under the Administration and Probate Ordinance 1929 of the Australian Capital Territory;
(ze) the office of Registrar of the Supreme Court under the Australian Capital Territory Supreme Court Act 1933 of the Commonwealth.
(2) In sub-regulation (1), a reference to a State Act shall be construed as a reference to that State Act as amended and in force for the time being.
Prescribed amounts
For the purposes of an item specified in Column 1 of Schedule 3, in relation to a provision specified in Column 2 in that item, the amount specified in Column 3 in relation to that item shall be the prescribed amount.
PART II—ADMINISTRATION
Evidence of authority under sub-section 12 (3) of the Act
Where a person produces to a corporation or another person a document that is issued by the Commission and that document states that the person producing it may require the production of books in accordance with paragraph 12 (3) (a), (b) or (c) of the Act, as the case may be, that document shall be evidence
(a) of the person's authority to require the production of books by that corporation or other person in accordance with the paragraph specified in that document; and
(b) of any limitation on that authority, in pursuance of sub-section 12 (4) of the Act, that may be specified in that document.
Prescribed accounting bodies
For the purposes of sub-paragraph 18 (2) (a) (i) or 20 (2) (a) (i) of the Act, the following are prescribed bodies:
(a) The American Institute of Certified Public Accountants;
(b) The Association of Certified and Corporate Accountants (United Kingdom);
(c) The Institute of Chartered Accountants in England and Wales;
(d) The Institute of Chartered Accountants in Ireland;
(e) The Institute of Chartered Accountants of Scotland;
(f) New Zealand Society of Accountants;
(g) Canadian Institute of Chartered Accountants.
Prescribed universities
For the purposes of sub-paragraph 18 (2) (a) (ii) or 20 (2) (a) (ii) of the Act, the following are prescribed universities:
(a) Australian National University;
(b) Deakin University;
(c) James Cook University of North Queensland;
(d) Latrobe University;
(e) Macquarie University;
(f) Monash University;
(g) University of Adelaide;
(h) University of Melbourne;
(i) University of Newcastle;
(j) University of New England;
(k) University of New South Wales;
(l) University of Queensland;
(m) University of Sydney;
(n) University of Tasmania;
(o) University of Western Australia;
(p) University of Wollongong.
Prescribed institutions
For the purposes of sub-paragraph 18 (2) (a) (ii) or 20 (2) (a) (ii) of the Act, the following are prescribed institutions:
(a) Avondale College;
(b) Ballarat College of Advanced Education;
(c) Bendigo College of Advanced Education;
(d) Brisbane College of Advanced Education;
(e) Canberra College of Advanced Education;
(f) Capricornia Institute of Advanced Education;
(g) Caulfield Institute of Technology;
(h) Chisholm Institute of Technology;
(i) Churchlands College;
(j) Darling Downs Institute of Advanced Education;
(k) Footscray Institute of Technology;
(l) Gippsland Institute of Advanced Education;
(m) Kuring-gai College of Advanced Education;
(n) Mitchell College of Advanced Education;
(o) Nepean College of Advanced Education;
(p) N.S.W. Institute of Technology;
(q) North Brisbane College of Advanced Education;
(r) Northern Rivers College of Advanced Education;
(s) Phillip Institute of Technology;
(t) Prahran College of Advanced Education;
(u) Preston Institute of Technology;
(v) Queensland Institute of Technology;
(w) Riverina College of Advanced Education;
(x) Royal Melbourne Institute of Technology Limited;
(y) South Australian Institute of Technology;
(z) Swinburne Limited;
(za) Tasmanian College of Advanced Education;
(zb) Victoria College;
(zc) Warrnambool Institute of Advanced Education;
(zd) Western Australian Institute of Technology.
Practical experience in auditing
For the purposes of paragraph 18 (2) (b) of the Act, the prescribed practical experience in auditing is—
(a) (i) work in auditing under the direction of a registered company auditor for a period of not less than 3 years, including the appraisal of companies' operations and forming opinions on the matters in respect of which an auditor is required, by sub-section 285 (3) of the Act, to make statements in a report and, by sub-section 285 (4) of the Act, to form an opinion; and
(ii) at least one continuous year in the 5 years immediately preceding the date of the application spent in the supervision of audits of companies; or
(b) such practical experience as in the opinion of the Commission is equivalent to the practical experience required in paragraph (a).
Application of security under sub-section 22 (2) of the Act
(1) Subject to sub-regulations (2) and (3), the security lodged by a liquidator or a liquidator of a specified corporation in accordance with sub-section 22 (1) of the Act is applicable by the local authority for the purpose of compensating a person who has suffered pecuniary loss due to the failure of that liquidator to carry out adequately and property his duties as a liquidator or a liquidator of a specified corporation, as the case may be, whether or not the liquidator has been convicted of an offence in relation to that failure.
(2) A security shall not be applied under sub-regulation (1) for the purpose of compensating a person who has suffered pecuniary loss due to the failure of a liquidator or a liquidator of a specified corporation to carry out adequately and property his duties unless—
(a) a claim for compensation is lodged in writing with the local authority by or on behalf of that person—
(i) not later than a date specified by the local authority, being a date not less than 3 months after the local authority has advertised for claims for compensation to be paid out of that security, by notice published in a newspaper circulating generally in the Territory and, if the local authority so requires, in a newspaper circulating generally in any other Territory or State where the liquidator or the liquidator of a specified corporation performed his duties;
(ii) where no such notice is published —not later than 6 months after the person became aware that he had suffered pecuniary loss due to the failure of the liquidator or liquidator of a specified corporation to carry out adequately and property his duties; or
(iii) not later than whichever later date the local authority in a particular case allows; and
(b) the local authority is satisfied that the claim is a proper claim.
(3) The local authority shall give the liquidator, or liquidator of a specified corporation, by whom a security has been lodged an opportunity of being heard on all relevant claims for compensation before deciding whether any person is or persons are to be compensated under sub-regulation (1).
(4) In this regulation, the pecuniary loss suffered by a person, in respect of which a claim may be lodged, means the amount of the pecuniary loss suffered by that person due to the failure of the liquidator to carry out adequately and property his duties, together with the reasonable costs of, and disbursements incidental to, the making and proof of the claim, less the amount or value of all moneys or other benefits paid or payable to him other than by the local authority in reduction of that loss.
(5) A security lodged by a liquidator or a liquidator of a specified corporation in accordance with sub-section 22 (1) of the Act that is applied by the local authority under sub-regulation (1) shall be applied—
(a) where the amounts in respect of which claims have been lodged which have been admitted by the local authority do not in the aggregate exceed the amount of the security—in the payment in full of those amounts; or
(b) where those amounts exceed in the aggregate the amount of the security—in the payment of part of each of those claims, being the part that bears to the full amount of the claim the same proportion as the amount of the security bears to the aggregate of the amounts of those claims.
Discharge of security under sub-section 22 (3) of the Act
(1) For the purposes of sub-section 22 (3) of the Act—
(a) where a liquidator or a liquidator of a specified corporation ceases to be registered as such a liquidator;
(b) where there is a reduction in the potential liability of such a liquidator in relation to which a security was lodged by that liquidator; or
(c) in such other circumstances as the local authority in a particular case permits,
the local authority may on the application of the liquidator or any person who has entered into the security as surety—
(d) discharge the security wholly or in part;
(e) return wholly or in part any money or other property lodged as security; or
(f) release the surety wholly or in part.
(2) The local authority shall not exercise any power pursuant to sub-regulation (1) until 3 months after the date on which a notice in accordance with Form 8 is published—
(a) in a newspaper circulating generally in the Territory; and
(b) if the local authority so requires, in a newspaper circulating generally in any other Territory or State where the liquidator or the liquidator of a specified corporation performed his duties,
asking for particulars in writing of any claim in respect of the security to which the application relates and specifying a date on or before which any such claim is to be made.
(3) Publication of a notice referred to in sub-regulation (2) shall be arranged by, and effected at the expense of, the person making the application to the local authority.
(4) Where a liability may be imposed on a surety in relation to a claim—
(a) pursuant to a notice under sub-regulation (2); or
(b) accepted by the local authority as a proper claim,
that surety may, and, on the request of the liquidator or liquidator of a specified corporation, shall, apply to the local authority for directions as to the manner in which the security is to be dealt with and as to whether the surety should be released wholly or in part.
(5) Where an application is made to the local authority under sub-regulation (4), the local authority, on being satisfied that the liability is substantially less than the amount for which the surety is liable in respect of the security, may give directions in relation to—
(a) the variation of the instrument pursuant to which the liability of the surety arises;
(b) the return of the whole or any part of any money or other property held by the surety in respect of a potential liability that was greater than the claims presented;
(c) the reference to a court or arbitration of any matters in dispute; or
(d) the release wholly or in part of the surety.
Effect of discharge of security
(1) Subject to sub-regulation (2), where a security is discharged, wholly or in part, by the local authority—
(a) a claim shall not lie against, and if made shall not be recoverable from, the surety in relation to the obligation conditioned by the security, in so far as he has been released from that obligation; and
(b) the surety shall deliver up, refund, transfer or otherwise return to the liquidator the whole, or such proportion as the local authority may
direct in the case of a partial discharge, of any money or other property deposited with or held by the surety to cover the potential liability of the surety under the security.
(2) Where the local authority directs that a security be discharged only in part, it may, in its directions, state that the surety is not released from the obligations relating to those claims that are specified by it in those directions, and the surety shall remain subject to any claims that are so specified.
Prescribed period for the purposes of sub-sections 27 (26) and (27) of the Act
For the purposes of sub-sections 27 (26) and (27) of the Act, the prescribed period is 28 days, or such further period as the Court may allow, after the day on which notice of the decision is given in accordance with sub-section 27 (15) of the Act.
PART III—CONSTITUTION OF COMPANIES
Form of notice of resolution
A copy of a resolution lodged with the Commission in pursuance of sub-section 70 (1), 70 (2), 72 (2), 73 (12), 73 (13), 251 (1) or 392 (2), of the Act, shall be set out in, or in an annexure to, a notice in accordance with Form 24.
PART IV—PROSPECTUSES AND SECURITIES
Division 1—Prospectuses
Interpretation
In this Division and in Schedules 4 and 6—
"investigating accountant" means the registered company auditor who has made the report required to be included in the prospectus by paragraph 98 (1) (e) of the Act;
"investigating accountant's report" means a report by a registered company auditor that is included in a prospectus pursuant to paragraph 98 (1) (e) of the Act.
Valuation of tangible property of borrowing corporation and guarantor corporations
For the purposes of sub-paragraph 97 (5) (b) (ii) of the Act, the investigating accountant shall, where calculating the aggregate values of tangible property of the borrowing corporation and of its guarantor corporations—
(a) do so on the values disclosed in the report made by him and included in the prospectus, pursuant to paragraph 98 (1) (e) of the Act; and
(b) adjust those values for any material amounts that are not reasonably likely to be realisable to meet the liability for the repayment of all moneys secured by the charge.
Investigating accountant's report
(1) The investigating accountant's report shall, where it is required to deal with the profit or loss or assets and liabilities of a corporation
(a) in respect of the profit or loss, do so in respect of each of the 5 financial years immediately preceding the issue of the prospectus and, where accounts have been made up for a part of the financial year in which the prospectus is issued, in respect of that part; and
(b) in respect of the assets and liabilities, do so as at the end of the last financial year, or the part of the financial year, referred to in paragraph (a), whichever is the later.
(2) The investigating accountant's report shall, where it is required to deal with the combined profits and losses and combined assets and combined liabilities of a corporation and its subsidiaries or of a corporation and those of its subsidiaries that are its guarantors—
(a) in respect of the combined profits and losses, do so in respect of each of the 5 financial years immediately preceding the issue of the prospectus and, where accounts have been made up for a part of the financial year in which the prospectus issued, in respect of that part; and
(b) in respect of the combined assets and combined liabilities, do so as at the end of the last financial year, or the part of the financial year, referred to in paragraph (a), whichever is the later.
(3) For the purposes of sub-regulations (1) and (2), the last financial year, or the part of a financial year, in respect of which the investigating accountant's report deals with the matters referred to in those sub-regulations shall be a financial year, or a part of a financial year, that ended not more than 6 months, or, with the consent of the Commission, not more than 12 months, before the date of the prospectus.
(4) The investigating accountant's report shall deal with the rates of the dividends paid by the corporation by which the prospectus has been issued, giving particulars, in respect of each class of shares for each of the 5 financial years immediately preceding the issue of the prospectus and for the financial year in which the prospectus is issued, of the dividends that have been paid and the instances in which dividends have not been paid.
(5) The investigating accountant's report shall be presented in tabular form, in such a manner as will facilitate the comparison of equivalent amounts as among the financial years in respect of which they are provided.
(6) If, in respect of a corporation with which an investigating accountant's report is required to deal, no accounts have been made up for any part of the period of 5 years ending 3 months before the issue of the prospectus, the investigating accountant's report shall contain a statement of that fact.
Combined profits and losses
(1) For the purposes of regulations 35 to 38, an investigating accountant's report shall deal with the combined profits and losses, and combined assets and combined liabilities, of a corporation and its subsidiaries or of a corporation and those of its subsidiaries that are guarantors, in—
(a) a statement of consolidated profit and loss and a statement of consolidated assets and consolidated liabilities for the corporation and the subsidiaries;
(b) 2 or more statements of consolidated profit and loss and consolidated assets and consolidated liabilities together covering the corporation and the subsidiaries;
(c) a combination of one or more statements of consolidated profit and loss and consolidated assets and consolidated liabilities and one or more separate statements of profit or loss and assets and liabilities, together covering the corporation and the subsidiaries; or
(d) separate statements of profit or loss and assets and liabilities for the corporation and each of the subsidiaries.
(2) The statements prepared pursuant to paragraph (1) (a), (b), (c) or (d) shall give a true and fair view, for the purposes of the investigating accountant's report, of the combined profits and losses and the combined assets and combined liabilities of the corporation and its subsidiaries or the corporation and those of its subsidiaries which are guarantors, making allowance in relation to the profits or losses and assets and liabilities of the subsidiaries for the interests of members of the subsidiaries other than the corporation.
(3) Where a statement of consolidated profit and loss and consolidated assets and consolidated liabilities is prepared for the purposes of this Division, transactions and balances between the corporations covered by that statement shall be eliminated in determining any amounts to be included in that statement.
(4) Where the combined profits and losses and combined assets and combined liabilities of a corporation and its subsidiaries or of a corporation and those of its subsidiaries that are guarantors are dealt with otherwise than in accordance with paragraph (1) (a), the investigating accountant shall certify in his report
(a) that for reasons set out in the certificate, it was impracticable to deal with them in accordance with paragraph (1) (a) or that it was preferable that they be dealt with in accordance with paragraph (1) (b), (c) or (d), as the case may be; and
(b) that they were not significantly affected by transactions and balances between the corporations to which they relate, except to the extent stated in the notes in the report.
Corporation with no subsidiaries
Where the corporation has no subsidiaries, the investigating accountant's report shall deal with the profit or loss and assets and liabilities of the corporation in a statement giving for the purposes of the report a true and fair view of the profit or loss and assets and liabilities of the corporation.
Corporation with no subsidiaries and holding company as guarantor
Where the corporation has no subsidiaries and its holding company is its sole guarantor, the investigating accountant's report shall deal with and give a true and fair view of—
(a) the profit or loss and assets and liabilities of the corporation on its own; and
(b) the profit or loss and assets and liabilities of the guarantor corporation on its own.
Corporation with subsidiaries and no guarantor
Where the corporation has subsidiaries and no guarantor, the investigating accountant's report shall deal with and give a true and fair view of—
(a) the profit or loss and assets and liabilities of the corporation on its own; and
(b) the combined profits and losses and combined assets and combined liabilities of the corporation and its subsidiaries.
Corporation with guarantors all of which are subsidiaries
Where the corporation has guarantors, all of which are subsidiaries, the investigating accountant's report shall deal with and give a true and fair view of—
(b) the combined profits and losses and combined assets and combined liabilities of the corporation and those of its subsidiaries which are guarantors; and
(c) the combined profits and losses and combined assets and combined liabilities of the corporation and its subsidiaries, including those which are not guarantors.
Corporations with subsidiaries and a holding company which is the guarantor
Where the corporation has subsidiaries and a holding company which is the only guarantor, the investigating accountant's report shall deal with and give a true and fair view of—
(b) the profit or loss and assets and liabilities of the holding company on its own; and
(c) the combined profits and losses and combined assets and combined liabilities of the corporation and its subsidiaries.
Corporations whose guarantors comprise their holding company and subsidiaries
Where the corporation has subsidiaries and a holding company, and its guarantors comprise the holding company and the subsidiaries of the corporation, the investigating accountant's report shall deal with and give a true and fair view of—
(b) the profit or loss and assets and liabilities of the holding company on its own;
(c) the combined profits and losses and combined assets and combined liabilities of the corporation and those of its subsidiaries which are guarantors; and
(d) the combined profits and losses and combined assets and combined liabilities of the corporation and its subsidiaries, including those which are not guarantors.
Estimate of amounts payable to or by a borrowing corporation
(1) If the prospectus relates to shares in, or debentures of, a borrowing corporation, the investigating accountant's report shall state separately estimates of the amounts payable by, and the debts payable to, the corporation or the corporation and its subsidiaries, as the case may be—
(a) not later than in one year's time;
(b) later than in one year's time but not later than in 2 years' time;
(c) later than in 2 years' time but not later than in 5 years' time; and
(d) later than in 5 years' time,
calculated from the last date to which the accounts of the corporation were made up.
(2) Subject to sub-regulation (3), for the purposes of sub-regulation (1) those debts only shall be considered payable within a specified period that would be paid within that period if payment were made without default in accordance with the terms of the contract under which each debt is payable.
(3) Where the investigating accountant believes that there will be a delay in the payment of a debt, extending beyond the period within which that debt would otherwise be considered payable, that debt shall be considered as payable within the period within which the investigating accountant believes that payment of the debt will be received.
Treatment of interest, accommodation charges, service charges, &c.
Any sums that consist of, or are in the nature of, interest, accommodation charges, service charges, maintenance charges or insurance premiums, being income that has not been earned at the last date to which the accounts of the corporation were made up, shall not be included in any estimate stated in accordance with paragraph 39 (1) (a), (b), (c) or (d), unless the amount of unearned income so included is shown as a deduction from the estimate of the gross amount of the class of debts concerned.
Calculation of unearned income
The investigating accountant's report shall include a short statement of the method or methods by which the amount of unearned income has been calculated.
Statement of basis or bases of accounting, &c.
An investigating accountant's report shall set out—
(a) the basis or bases of accounting adopted in the preparation of the report;
(b) whether or not support by another corporation or an unrelated entity has been assumed and, if so, the nature and extent of the assumed support; and
(c) whether or not the amounts shown for assets purport to be the amounts that would have been realizable had the assets been sold at the date of the report.
Matters and reports for the purposes of paragraph 98 (1) (ea) of the Act
The matters specified in Part I and, where applicable, Part IV, of Schedule 4 and the reports specified in Part II of that Schedule are, subject to the provisions set out in Part III of the Schedule, the prescribed matters and the prescribed reports for the purposes of paragraph 98 (1) (ea) of the Act.
Agent's authority to be lodged
Where a copy of a prospectus lodged with the Commission under paragraph 103 (2) (b) of the Act is signed by an agent of a director or proposed director, the authority to do so or a verified copy of the authority shall be annexed to the copy of the prospectus.
Verification of a contract not reduced to writing
For the purposes of paragraph 103 (2) (d) of the Act, a statement in writing verifying a memorandum giving particulars of a contract not reduced to writing shall be made by a director or secretary or the principal executive officer of the corporation declaring that he is familiar with the particulars of the contract, and that the memorandum contains full and correct particulars of the contract.
Division 2—Shares and Debentures
Notice given to company by substantial shareholder
(1) Subject to sub-regulation (2), for the purposes of paragraph 137 (1) (b) of the Act the prescribed documents are—
(a) a copy of the contract, scheme or arrangement by reason of which the substantial shareholder, or an associate of the substantial shareholder, acquired the relevant interest or relevant interests by reason of which the person giving the notice became a substantial shareholder; or
(b) where the relevant interest was acquired in some circumstance other than by reason of a contract, scheme or arrangement or where such a
contract, scheme or arrangement was not reduced to writing or is not readily available, a memorandum giving full particulars of that circumstance or contract, scheme or arrangement,
together with a statement in writing by the person who acquired the relevant interest verifying—
(c) in the case of a document to which paragraph (a) applies—that the copy is a true copy of the contract, scheme or arrangement of which it purports to be a copy; or
(d) in the case of a document to which paragraph (b) applies that the memorandum contains full and correct particulars of the circumstance or contract, scheme or arrangement, as the case may be.
(2) Where the substantial shareholder or associate, as the case may be, has throughout the period of 12 months immediately preceding the date of the notice been the holder of those voting shares in which the relevant interest is held, sub-regulation (1) does not apply.
Notice of change in relevant interest or relevant interests of substantial shareholder
For the purposes of paragraph 138 (1) (b) of the Act, the prescribed documents are
(a) a copy of the contract, scheme or arrangement by reason of which the change in the relevant interest or relevant interests referred to in the notice given under sub-section 138 (1) of the Act has occurred; or
(b) where the change in the relevant interest or relevant interests occurred in some circumstance other than by reason of a contract, scheme or arrangement or where such a contract, scheme or arrangement was not reduced to writing or is not readily available, a memorandum giving full particulars of that circumstance or contract, scheme or arrangement,
together with a statement in writing by the person who holds the relevant interest or relevant interests in which the change has occurred verifying—
(c) in the case of a document to which paragraph (a) applies—that the copy is a true copy of the contract, scheme or arrangement of which it purports to be a copy; or
(d) in the case of a document to which paragraph (b) applies—that the memorandum contains full and correct particulars of the circumstance or contract, scheme or arrangement, as the case may be.
Notice given to company by former substantial shareholder
For the purposes of paragraph 139 (1) (b) of the Act, the prescribed documents are
(a) a copy of the contract, scheme or arrangement by reason of which the former substantial shareholder ceased to be a substantial shareholder; or
(b) where the relevant interest ceased to be held in some circumstance other than by reason of a contract, scheme or arrangement or where such a contract, scheme or arrangement is not reduced to writing or is not readily available, a memorandum giving full particulars of that circumstance or contract, scheme or arrangement,
together with a statement in writing by the person who held the relevant interest verifying—
(c) in the case of a document to which paragraph (a) applies—that the copy is a true copy of the contract, scheme or arrangement of which it purports to be a copy; or
(d) in the case of a document to which paragraph (b) applies—that the memorandum contains full and correct particulars of the circumstance or contract, scheme or arrangement, as the case may be.
Certified copies of profit and loss account and balance sheet
Certified copies of a profit and loss account and balance sheet lodged with the Commission in pursuance of sub-section 158 (17) of the Act shall be true copies that are certified by the Department of Trade or some other appropriate Government Department in the United Kingdom or by the Securities and Exchange Commission of the United States of America, as the case requires, to be true copies.
Division 3—Prescribed interests
Matters and things to be included in a deed
For the purposes of paragraph 166 (2) (b) of the Act, the matters and things required to be included in a deed shall be those referred to in Schedule 5.
Prescribed matters for the purposes of sub-section 170 (4) of the Act
For the purposes of sub-section 170 (4) of the Act, the matters and reports set out in Schedule 6 are the prescribed matters and reports.
Return to be lodged under sub-section 173 (1) of the Act
A return lodged under sub-section 173 (1) of the Act shall be accompanied by a copy of the statement of accounts and report of the auditor prepared in relation to the financial year to which the return relates in compliance with covenants included in the relevant deed in pursuance of paragraph 168 (1) (c) of the Act.
Division 4—Securities
Prescribed securities
For the purposes of sub-section 189 (1) of the Act, a prescribed interest as defined in sub-section 5 (1) of the Act is a prescribed security where it is a prescribed interest in relation to which a deed has been approved pursuant to Division 6 of Part IV of the Act or a corresponding previous law and it is listed
for quotation in the official list of a stock exchange that is a member of the Australian Associated Stock Exchanges.
PART V—MANAGEMENT AND ADMINISTRATION
Consent to act as director
Where a consent of a person to act as director, lodged with the Commission under sub-section 220 (1) of the Act, is signed by an agent of that person authorized in writing for the purpose, the authority or a verified copy of the authority shall be annexed to the consent lodged with the Commission.
Certification of statutory report and auditor's report
For the purposes of sub-section 239 (5) of the Act
(a) the copy of the statutory report of a company lodged with the Commission shall be a copy that is certified by not less than 2 directors of the company; and
(b) the copy of the auditor's report lodged with the Commission shall be a copy that is personally signed by the auditor or, where the auditor is a firm, by one of the partners of that firm who is a registered company auditor.
Statement to accompany copy of minute
A copy of a minute lodged under sub-section 244 (7) of the Act with the Commission shall be set out in or annexed to a statement in accordance with Form 65.
PART VI—ACCOUNTS, AUDIT AND SPECIAL INVESTIGATIONS
Requirements relevant to accounts and group accounts
For the purposes of sub-section 269 (8) of the Act, the prescribed requirements are set out in Schedule 7.
Rounding off of amounts in required accounts or reports
(1) Pursuant to sub-section 271 (1) of the Act, where the directors of a company to which sub-regulation (6) refers prepare any required accounts or reports, they may cause to be shown, in substitution for an amount that would otherwise be required or permitted to be set out, that amount to the nearest thousand dollars or, where the amount is $500 or less, zero.
(2) Where an amount is shown to the nearest thousand dollars under sub-regulation (1), this shall be clearly indicated on each page on which it has been done.
(3) Where an amount is shown as reduced to zero under sub-regulation (1), the original amount shall be shown in full by way of a note to the account.
(4) Where an amount is shown to the nearest thousand dollars or as zero under sub-regulation (1), the corresponding amount for the previous period in
respect of which such an account was prepared by the directors shall be shown accordingly in accordance with sub-regulations (2) and (3).
(5) Where an amount is shown to the nearest thousand dollars or as zero under sub-regulation (1) in a report prepared under sub-section 270 (1) or (2) of the Act, the report shall state that the company is a company of a kind referred to in sub-regulation (6) and that the amount has been rounded off in accordance with section 271 of the Act and this regulation.
(6) This regulation applies to —
(a) a company with total assets in excess of $10,000,000; and
(b) a holding company with consolidated accounts prepared for it and its related companies, if the total assets of the group of companies are in excess of $10,000,000,
but not otherwise.
Notice given by inspector
A notice under sub-section 295 (1) or (3) of the Act shall be given to a person by—
(a) delivering the notice to the person personally;
(b) sending the notice by prepaid post addressed to the person at his usual or last known place of residence or business; or
(c) leaving the notice at the last known place of residence or business of the person with a person apparently resident or employed at that place and apparently over the age of 16 years.
Expenses of persons attending for examination
For the purposes of sub-section 296 (10) of the Act, the allowances and expenses to which a person who is required to attend for examination pursuant to paragraph 295 (1) (c) of the Act is entitled are such allowances and expenses as the inspector allows in accordance with the scale in Schedule 8.
Authentication of record of examination
For the purposes of sub-section 298 (3) of the Act, a written record of the examination of a person under Part VII of the Act 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 that person or those 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 his name at the bottom of each page of the written record which records a part of the examination at which that person was present.
PART VII—ARRANGEMENTS, RECONSTRUCTIONS, &c.
Division 1—Compromises and arrangements
Prescribed information for the purposes of sub-paragraph 316 (1) (a) (ii) of the Act
For the purposes of sub-paragraph 316 (1) (a) (ii) of the Act, unless the Commission otherwise allows, the explanatory statement shall—
(a) in respect of a proposed arrangement between a company and its creditors or a company and a class of its creditors, state the matters set out, and have annexed to it the reports and copies of documents referred to, in Part II of Schedule 9;
(b) in respect of a proposed arrangement between a company and its members or a company and a class of its members, other than a proposed arrangement referred to in paragraph (c), state the matters set out, and have annexed to it the reports and copies of documents referred to, in Part III of Schedule 9; and
(c) in respect of a proposed arrangement between a company and its members, or a company and a class of its members, in respect of the reconstruction of any corporation or corporations, or the amalgamation of any 2 or more corporations, where—
(i) the whole or any part of the undertaking or of the property of any corporation is to be transferred to a trustee to be held beneficially on behalf of the unit holders of the trust; or
(ii) where the shares in any such corporation that are held by members are to be cancelled, and control is to pass to a trustee to be held on behalf of a unit holder of the trust,
state the matters set out, and have annexed to it the documents and, in any case where the trustee of that business operates no other business in relation to that trust, the reports referred to, in Part IV of Schedule 9.
Giving notice under sub-section 318 (1) or (7) of the Act
The prescribed manner of giving a notice under sub-section 318 (1) or (7) of the Act to a person is by delivering it to him personally or sending it by prepaid post to his address as shown in the books of the transferor company.
Division 2—Reports and forms of account
Certified copies of reports
A copy of a report lodged with the Commission or of a certificate or other document required to be annexed to it shall be a copy certified in writing to be a true copy of the original—
(a) in the case of a copy lodged for the purposes of sub-paragraph 328 (1) (c) (i) of the Act—by the receiver of the property or part of the property of the company;
(b) in the case of a copy lodged for the purposes of sub-section 335 (15) of the Act—by a director or secretary or the principal executive officer of the company;
(c) in the case of a copy lodged for the purposes of sub-section 347 (11) of the Act—by the person who, immediately before the appointment of the liquidator, was the official manager of the company; and
(d) in the case of a copy lodged for the purposes of sub-section 375 (7) of the Act—by the liquidator of the company.
Division 3—Official management
Notice of special resolution extending period of official management
For the purposes of sub-section 344 (4) of the Act, a copy of a special resolution lodged under sub-section 344 (4) of the Act shall be set out in or annexed to a notice in accordance with Form 91.
Verification of copy of report
A copy of the report of the person who was the official manager of a company, lodged with the Commission under sub-section 355 (12), (13) or (14), of the Act, and of a certificate or other document annexed to it, shall be a copy verified in writing by that person to be a true copy of the original report or of that certificate or document.
Division 4—Winding up
Matters to be entered in books kept by liquidator
For the purposes of section 416 of the Act, the matters as to which the liquidator shall make entries in the books are those that are necessary and proper in order to give a complete and correct record of his administration of the company's affairs.
Inspection of books kept under section 416 of the Act
The liquidator shall cause the books kept under section 416 of the Act to be made available at his office for inspection in3 accordance with that section.
Notice of intention to disclaim lease
Notice in writing given by the liquidator in pursuance of paragraph 454 (6) (a) of the Act shall be in accordance with Form 108, and shall be given to the lessor by—
(a) delivering the notice to the lessor personally; or
(b) sending the notice by prepaid post addressed to the lessor at his usual or last known place of residence or business.
Division 5—Dissolution
Deregistration of defunct company
For the purposes of sub-section 459 (2) of the Act, a notice shall be given to the company by sending it by prepaid certified mail.
Rate of commission
For the purposes of sub-section 462 (3) of the Act, the commission payable is a commission calculated at the rate of 5%.
PART VIII—VARIOUS TYPES OF COMPANIES
Certified copy of certificate of incorporation, &c.
For the purposes of paragraph 512 (2) (a) of the Act, a certified copy of a document referred to in that paragraph shall be a copy that has, within the period of 3 months immediately preceding the day on which it is lodged with the Commission or within such longer period as the Commission permits, been certified to be a true copy by a person to whom the custody of the original document is committed under a law in force in the place in which the corporation is formed or incorporated, being a person who exercises under that law functions similar to those exercised by the Commission.
Manner of certifying constituent document
For the purposes of paragaph 512 (2) (b) of the Act, a certified copy of a constituent document shall be a copy that, within the period of 3 months immediately preceding the day on which it is lodged with the Commission or within such longer period as the Commission permits, has been certified to be a true copy—
(a) by a person to whom the custody of the original document is committed under a law in force in the place in which the corporation is formed or incorporated, being a person who exercises under that law functions similar to those exercised by the Commission;
(b) by a notary public; or
(c) by a director or secretary or the principal executive officer of the foreign company—
(i) in the case of a foreign company formed or incorporated within Australia or an external Territory, by a statement in writing; or
(ii) in any other case, by affidavit.
Notice in writing of change or alteration lodged in accordance with paragraph 515 (2) (a), (e) or (f) of the Act
(1) A notice in writing containing particulars of a change or alteration, in accordance with paragraph 515 (2) (a) of the Act, shall have annexed to it a copy of the instrument effecting the change or alteration or a copy of the document as changed or altered, being a copy that is certified to be a true copy of that instrument or document by a person mentioned in paragraph 73 (a), (b) or (c).
(2) A notice in writing containing particulars of a change or alteration, in accordance with paragraph 515 (2) (e) of the Act, shall have annexed to it
(a) a copy of the certificate of incorporation or registration of the registered foreign company, or a document of similar effect, being a certificate or document evidencing the change or alteration; or
(b) where no such certificate or document exists, a copy of the instrument effecting the change or alteration,
being a copy that is certified by a person mentioned in paragraph 73 (a), (b) or (c) to be a true copy of that certificate, document or instrument, as the case may be.
(3) A notice in writing containing particulars of a change or alteration, in accordance with paragraph 515 (2) (f) of the Act, shall be accompanied by a memorandum in writing executed by or on behalf of the foreign company stating the powers of the local directors as changed or altered.
Manner of sending letter under sub-section 518 (3) of the Act
For the purposes of sub-section 518 (3) of the Act, a letter shall be sent by post.
Manner of sending letter under sub-section 518 (4) of the Act
For the purposes of sub-section 518 (4) of the Act, a letter shall be sent by prepaid certified mail.
PART IX—PAYMENTS INTO AND OUT OF BANKS BY LIQUIDATORS IN VOLUNTARY WINDINGS UP
Application
This Part applies only to a liquidator in a voluntary winding up.
Payments into a liquidator's general account
A liquidator shall, unless otherwise ordered by the Court or committee of inspection—
(a) open an account to be known as the liquidator's general account; and
(b) pay all money received by him into that account, not later than 7 days after it has been received.
Deposit of bills, notes and securities
All bills, notes and other securities payable to the company or its liquidator shall, as soon as possible after they are received by the liquidator, be deposited by him in the bank with which the liquidator's general account has been opened, in order to be presented by the bank for acceptance and payment, or payment, as the case requires.
Delivery of securities
All bills, notes and other securities delivered into the bank mentioned in regulation 79 shall be delivered out on the signed request of the liquidator.
Special bank account
(1) The Court may give directions with respect to the payment, deposit or custody of money or securities payable to or into the possession of a liquidator.
(2) Where an application is made to the Court to authorize the liquidator to make payments into and out of a special bank account, the Court may authorize the payments for such time and on such terms as it thinks fit and may at any time order the account to be closed, if it is of the opinion that the account is no longer required.
(3) An office copy of every order of the Court made under sub-regulation (2) shall be served on the bank by the liquidator.
Payments out of liquidator's general account
All payments out of the liquidator's general account shall be made by cheque, and every cheque shall have the name of the company marked or written on the face of it and shall be signed by the liquidator.
PART X—SPECIAL PROVISIONS APPLICABLE TO CERTAIN MEETINGS
Division 1—Application
Application
(1) The provisions of this Part do not apply to, or in relation to—
(a) a meeting of the directors of a company;
(b) a meeting of the members of a company, other than a meeting referred to in paragraph (2) (a); or
(c) a meeting referred to in paragraph (2) (a) or (b), where inconsistent with a specific requirement of the Act, these Regulations or the rules; or
(d) a meeting referred to in paragraph (2) (b)—where inconsistent with a specific requirement of the covenants contained in the relevant debentures or trust deed.
(2) Subject to sub-regulation (1), the provisions of this Part apply to and in relation to the convening and conduct of, and to the voting at—
(a) a meeting convened in pursuance of Part XI or XII of the Act, that is—
(i) a meeting of members, creditors or contributors of a company;
(ii) a joint meeting of creditors and members of a company or of a company and its creditors; or
(iii) a meeting of a committee of inspection; and
(b) a meeting of holders of debentures summoned in pursuance of a covenant contained, or deemed under paragraph 154 (1) (e) of the Act to be contained, in the trust deed.
Division 2—Convening and holding of meetings and voting at meetings
Notice of meetings
(1) The person convening a meeting shall give not less than 7 days notice of the time and place of a meeting, other than a meeting of a committee of inspection, by advertisement—
(a) in a daily newspaper circulating generally in the Territory; and
(b) in a daily newspaper circulating generally in any other Territory or State in which the company carries on business, or has carried on business, at any time during the 2 years immediately preceding that date,
and shall, subject to sub-regulations (6) and (7), not less than 14 days before the day appointed for a meeting, including a meeting of a committee of inspection, send notice in writing of the meeting by prepaid post, or deliver it personally, to every person appearing by the company's books or otherwise to be—
(c) in the case of a meeting referred to in sub-paragraph 83 (2) (a) (i)—a member, creditor or contributory of the company;
(d) in the case of a meeting referred to in sub-paragraph 83 (2) (a) (ii)—a creditor or member of the company;
(e) in the case of a meeting referred to in sub-paragraph 83 (2) (a) (iii)—a member of the committee of inspection; or
(f) in the case of a meeting referred to in paragraph 83 (2) (b)—a holder of a debenture,
as the case requires.
(2) The notice referred to in sub-regulation (1) shall be
(a) where convening a meeting of creditors under sub-section 397 (1) of the Act in accordance with Form 98; or
(b) in any other case—in accordance with Form 125.
(3) In respect of a joint meeting of the creditors and members of a company or of a company and its creditors, notices of the meeting shall be sent to the creditors of the company simultaneously with the notices sent to its members.
(4) A notice to a creditor shall be sent to the address given in his proof of debt or claim or, if he has not lodged a proof, to the address given in the report as to the affairs of the company or to such other address as may be known to the person convening the meeting.
(5) A notice to a person entitled in accordance with paragraph (1) (c), (d), (e) or (f) to receive notice of a meeting shall be sent to the address mentioned in the company's books as the address of the member, creditor, contributory or debenture holder, or to such other address as may be known to the person convening the meeting.
(6) Where a liquidator is of the opinion that it is appropriate to do so, he may summon a meeting of the committee of inspection appointed for the
purposes of that winding up by giving less than 14 days notice in accordance with sub-regulation (1) of the meeting.
(7) Where all the persons who are entitled both to be present and to vote at a meeting agree, the meeting may be held notwithstanding that it was not convened in accordance with these Regulations.
Proof of notice
A statement in writing in accordance with Form 126 by the person convening a meeting or by some person acting on his behalf that notice of the meeting was duly sent by prepaid post shall be sufficient evidence, in the absence of evidence to the contrary, of a notice having been sent to a person at the address specified in respect of that person in the notice.
Place of meeting
A meeting shall be convened at a date, time and place that, in the opinion of the person convening the meeting, are most convenient for the majority of persons entitled to receive notice of the meeting.
Costs of convening a meeting of creditors or contributories or of a committee of inspection
(1) The costs of convening a meeting of creditors or contributories at the request of any person other than a liquidator or official manager shall be paid by the person upon whose request the meeting is convened and that person shall, before the meeting is convened, deposit with the liquidator or official manager such sum as may be required by the liquidator or official manager as security for the payment of costs.
(2) Where the Court so orders, or the committee by resolution so directs, the costs of convening a meeting of a committee of inspection shall be repaid out of the assets of the company to the person causing it to be convened.
Quorum
(1) Subject to sub-regulation (2), a meeting shall not act for any purpose except the election of a chairman, the proving of debts, and the adjournment of the meeting, unless there are present, in person or by proxy, at least 2 persons who are entitled to vote at the meeting.
(2) A meeting shall be sufficiently constituted if only one person is present in person at the meeting, whether that person is a member, creditor or contributor, liquidator, the official manager or chairman, or any other person, if the person represents personally or by proxy or otherwise a number of persons sufficient to constitute a quorum.
(3) If within 30 minutes after the time appointed for the meeting a quorum is not present or the meeting is not otherwise sufficiently constituted, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day (not being less than 7 or more than 21 days after the day on which the meeting is adjourned) and at such other time and place as the chairman may appoint.
(4) If within 30 minutes after the time appointed for the adjourned meeting a quorum is not present or the meeting is not otherwise sufficiently constituted, the adjourned meeting shall lapse.
Chairman
(1) In relation to a meeting convened by a liquidator, a provisional liquidator or an official manager, the liquidator, provisional liquidator, official manager, or a person nominated by him, shall be chairman of the meeting.
(2) In any other case, the persons present and entitled to vote at a meeting shall elect one of their number to be chairman of the meeting.
Adjournment of meeting
(1) The chairman of a meeting shall, if so directed by the meeting, or may, with the consent of the meeting, adjourn the meeting from time to time and from place to place.
(2) An adjourned meeting shall be held at the original place of the meeting unless—
(a) in the resolution for adjournment another place is specified;
(b) the Court otherwise orders;
(c) the liquidator, provisional liquidator or official manager of the company otherwise orders; or
(d) the original place of the meeting is unavailable, in which case the chairman may appoint another place.
Voting on resolutions
(1) A resolution put to the vote of a meeting shall be decided on a show of hands unless, subject to sub-regulation (5), a poll is, before or on the declaration of the result of the show of hands, demanded—
(a) by the chairman;
(b) by at least 2 persons present in person or by proxy and entitled to vote at the meeting;
(c) by a person present in person or by proxy and representing not less than 10% of the total voting rights of all the persons entitled to vote at the meeting; or
(d) in respect of a meeting of members, by a member or members holding shares in the company conferring a right to vote at a meeting, being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right.
(2) Unless a poll is so demanded, the chairman shall declare that a resolution has, on a show of hands, been carried, carried unanimously, carried by a particular majority, or lost, as the case may be.
(3) The declaration referred to in sub-regulation (2) is, unless a poll is demanded, conclusive evidence of the result to which it refers, without proof of
the number or proportion of the votes recorded in favour of or against the resolution.
(4) The demand for a poll may be withdrawn.
(5) A vote taken at a joint meeting of creditors and members of a company or of a company and its creditors shall be decided on a show of hands.
Taking a poll
(1) If a poll is duly demanded—
(a) the manner in which it is to be taken; and
(b) the time at which it is to be taken, whether at once or after an interval or adjournment,
shall, subject to sub-regulation (2), be determined by the chairman.
(2) A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
Carrying of resolutions after a poll has been duly demanded
(1) After a poll has been duly demanded at a meeting of creditors or debenture holders, a resolution is carried when a majority in number and value of those present and voting either in person or by proxy on the resolution have voted in favour of the resolution.
(2) At a meeting of contributories or members, in computing the majority on a poll demanded on the question that a resolution be carried, reference shall be had to the number of votes cast for and against the resolution and to the number of votes to which each member is entitled by the Act or the articles of the company.
Casting vote
Where there is an equality of votes the chairman of a meeting, in addition to his deliberative vote, if any, shall have a casting vote.
Creditors who may vote
(1) A person shall not be entitled to vote as a creditor at a meeting of creditors unless—
(a) his debt or claim has been admitted wholly or in part by the liquidator or official manager; or
(b) he has lodged, with the chairman of the meeting or with the person named in the notice convening the meeting as the person who may receive particulars of the debt or claim, those particulars or, where required, a formal proof of the debt or claim in respect of which he claims payment from the company.
(2) A creditor shall not vote in respect of any unliquidated or contingent debt or claim or any debt the value of which is not ascertained unless a just estimate of its value has been made.
(3) A creditor shall not vote in respect of any debt or claim on or secured by a bill of exchange, promissory note, or any other negotiable instrument or security held by him, unless he is willing to treat the liability to him thereon of every person who is liable thereon antecedently to the company, who is not an insolvent under administration or against whom a winding up order has not been made, as a security in his hands, and to estimate the value thereof, and for the purposes of voting, but not for the purposes of dividend, to deduct it from his debt or claim.
Votes of secured creditors
(1) For the purposes of voting, a secured creditor shall, unless he surrenders his security, state in his proof of debt the particulars of his security, the date when it was given, and the value at which he assesses it, and shall be entitled to vote only in respect of the balance, if any, due to him after deducting the value of his security as assessed by him in accordance with regulation 113.
(2) If a secured creditor votes in respect of his whole debt or claim he shall be deemed to have surrendered his security unless the Court on application is satisfied that the omission to value the security has arisen from inadvertence.
Creditors may be required to give up security
(1) A liquidator may, within 28 days after a secured creditor has voted in accordance with sub-regulation 96 (1), in respect of the balance of his debt or claim, require the creditor to give up the security for the benefit of creditors generally on payment of its value as assessed by the creditor.
(2) Where a creditor has, for the purposes of sub-regulation 96 (1), assessed the value of his security, the creditor may with the leave of the liquidator, at any time before being required to give it up under sub-regulation (1), reassess the value of the security and the new value shall be deducted from his debt or claim.
Admission and rejection of proofs for purposes of voting
(1) The chairman of a meeting shall have power to admit or reject a proof of debt or claim for the purposes of voting.
(2) If the chairman is in doubt whether a proof of debt or claim should be admitted or rejected he shall mark that proof as objected to and allow the creditor to vote, subject to the vote being declared invalid in the event of the objection being sustained.
(3) A decision by the chairman to admit or reject a proof of debt or claim for the purposes of voting may be appealed against to the Court within 14 days after the decision.
Minutes of meeting
(1) Within one month of a meeting, the chairman shall cause minutes of the proceedings to be drawn up and entered in a record kept for the purpose, and the minutes shall, after entry, be signed by him.
(2) A record of those persons present in person or by proxy at a meeting shall be prepared and kept in accordance with Form 127.
(3) The chairman at a meeting, other than a meeting of holders of debentures, shall, within a period of one month after the meeting, lodge with the Commission a copy of the minutes of the meeting certified by him to be a true copy.
(4) The official manager, after a meeting of creditors or members, shall cause the minutes entered and record of the persons present at the meeting prepared in accordance with this regulation to be made available for inspection by creditors or members at the registered office or principal place of business of the company in the Territory.
(5) The liquidator shall cause the minutes entered and record of persons present at the meeting prepared under this regulation to be made available at the principal place in the Territory at which he practises, for inspection by creditors or contributories.
Division 3—Appointment of proxies and their attendance at meetings
Appointment of proxies
(1) A person entitled to attend and vote at a meeting may appoint a natural person over the age of 18 years (whether entitled to attend and vote at the meeting or not) as his proxy to attend and vote at the meeting.
(2) A proxy appointed under this regulation shall have the same right to speak at the meeting and, subject to regulation 101, to vote, as the person appointing him.
Instruments of proxy
An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument.
Proxy forms to accompany notice of meetings
A person convening a meeting shall send with each notice of the meeting a form of proxy, and shall ensure that neither the name or description of the liquidator (if any) nor of any other person is printed or inserted in the body of the form of proxy before it is sent out.
Form of proxies
(1) The appointment of a person as a proxy shall be by an instrument in accordance with Form 128.
(2) The person appointing the proxy shall sign the instrument of proxy, or, where incapable of writing, attach his mark to it.
(3) The proxy of a person who is blind or incapable of writing shall not be accepted unless the person attaches his signature or mark to the instrument
appointing the proxy after it has been completed and read to him by a witness to his signature or mark (not being the person nominated as proxy) who completes the certificate set out in Form 128.
Liquidator, provisional liquidator, official manager or chairman may act as proxy
A person may appoint the liquidator, provisional liquidator, official manager or chairman of a meeting, by name or by reference to his office, to act as his general or special proxy.
Voting by proxy where financially interested
(1) Subject to sub-regulation (2), a person acting under a general or special proxy shall not vote in favour of any resolution which would directly or indirectly place him, his partner or his employer in a position to receive any remuneration out of assets of the company otherwise than as a creditor rateably with the other creditors of the company.
(2) Where a person holds a special proxy to vote for an application to the Court in favour of his appointment as liquidator, he may use the proxy and vote accordingly.
Liquidator, official manager or trustee may appoint deputy
Where a liquidator, official manager or trustee for debenture holders who holds a proxy cannot attend the meeting for which it is given, he may, in writing, depute some person to use the proxy on his behalf in such manner as he may direct, subject, in the case of a special proxy, to its terms, but so that the provisions of regulation 105 are observed as would be the case if the liquidator were acting in person as proxy.
Proxies appointed by a corporation
A document purporting to be a copy of a resolution under sub-section 244 (3) of the Act authorizing a person to act as proxy at a meeting shall be conclusive evidence of his authority to do so if it has been verified or is under the seal of the corporation.
Time for lodging proxies
An instrument appointing a proxy, or any other document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, shall not be required to be received more than 48 hours before the meeting by the person named in the notice convening the meeting as the person who is to receive that instrument or document.
PART XI—PROOF OF DEBTS, CLAIMS OR TITLES TO PRIORITY
Establishing title to priority
This Part applies to the establishment of a title to priority as if it were a debt or claim.
Proof of debts or claims
(1) It shall not be necessary for creditors of a company formally to prove their debts or claims unless the liquidator requires such proof by a notice in writing under sub-regulation 120 (1).
(2) In this Part or Part X, unless the contrary intention appears, "proof of debt or claim" includes a statement of particulars of a debt or claim submitted in accordance with regulation 111, as well as a formal proof of debt or claim.
Notice to submit particulars of debts or claims
(1) A liquidator may from time to time fix a day, which shall not be less than 14 days after the day on which notice is given in accordance with sub-regulation (2), on or before which creditors may submit particulars of their debts or claims.
(2) A liquidator shall, at least once, give notice in writing, in accordance with Form 129, of a day fixed under sub-regulation (1), by advertisement in a daily newspaper circulating generally in the Territory.
Preparation of a proof of debt or claim
(1) A proof of debt or claim may be prepared by the creditor himself or by some person authorized by or on behalf of the creditor.
(2) A proof prepared by an authorized person shall state his authority and means of knowledge.
Disclosure of security
A proof of debt or claim shall state whether the creditor is or is not a secured creditor, the value and nature of his security (if any), and whether the debt is secured wholly or in part.
Discounts
In preparing a proof of debt or claim, a creditor shall make an allowance for all discounts for which an allowance would have been made if the company were not being wound up.
Periodical payments
(1) Where any rent or other payment falls due at stated times, and the relevant date is at any time other than one of those times, the person entitled to the rent or other payment may submit a proof of debt or claim for a proportionate part of the rent or other payment up to the date of the winding up order or resolution, as the case may be, as if the rent or payment accrued from day to day.
(2) Where the liquidator remains in control of premises rented to a company which is being wound up, sub-regulation (1) shall not prejudice or affect the right of the landlord of those premises to claim payment of rent by the company or the liquidator during the period of the company's occupation or the liquidator's control.
Debt or claim payable at a future time
(1) Subject to sub-regulation (2), a debt or claim not payable at the relevant date may be admitted by the liquidator as if it were payable at that date and the creditor making the claim may receive dividends equally with the other creditors.
(2) A debt or claim admitted for payment under sub-regulation (1) shall be subject to a deduction at the rate of 8% per annum calculated from the declaration of the dividend to the time when the debt would have become payable according to the terms on which it was contracted.
Employees' wages
(1) In any case in which it appears that there are numerous demands for wages or salaries (whether or not earned wholly or in part by way of commission) of employees of the company, or for remuneration payable to those employees in respect of annual leave or long service leave, it shall be sufficient if one proof of debt or claim is prepared and submitted on behalf of those persons.
(2) Where a proof of debt or claim is prepared and submitted under sub-regulation (1), it shall have annexed to it a schedule setting out the names of the employees and the amounts due to each of them.
(3) A proof to which this regulation refers shall have the same effect as if separate proofs had been prepared and submitted by each of the employees named in that schedule.
Production of bills of exchange and promissory notes
A bill of exchange, promissory note, or any other negotiable instrument or security on which the company is, or may become, liable, shall, subject to any order of the Court, be produced to the liquidator before a proof of debt or claim in respect of that liability can be admitted for voting or for any other purpose.
Admission of debts or claims without formal proof
(1) A liquidator may decide to admit a debt or claim without formal proof where he is satisfied that the debt or claim is valid.
(2) Where a liquidator admits a debt or claim without formal proof, it shall not be necessary for him formally to admit the debt or claim in writing.
(3) Where a creditor's debt or claim has been admitted without formal proof, a notice of dividend shall be a sufficient notification of the admission of that debt or claim.
(4) A liquidator shall not reject a debt or claim without notifying the creditor of the grounds of his objection and requiring that a formal proof of debt or claim be submitted in respect of that debt or claim.
Notice to creditors to submit formal proofs
(1) A liquidator may from time to time fix a day, which shall be not less than 14 days after the day on which notice is given in accordance with sub-regulation (2), on or before which the creditors of the company whose debts or claims have not been admitted are formally to prove their debts or claims.
(2) A liquidator shall give notice in writing, in accordance with Form 130, of a day fixed under sub-regulation (1) —
(a) by advertisement in a daily newspaper circulating generally in the Territory;
(b) by advertisement in a daily newspaper circulating generally in any other Territory or State in which the company carried on business at any time during the 2 years immediately preceding the relevant date; and
(c) to every person who, to the knowledge of the liquidator, claims to be a creditor of the company, and whose debt or claim has not been admitted.
(3) Those creditors of the company who fail to comply with a requirement of a liquidator under sub-regulation (1) shall be excluded from the benefit of any distribution made before their debts or claims are admitted, and from objecting to such a distribution.
Formal proof of debt or claim
(1) A debt or claim may be formally proved by delivering or sending by post to the liquidator a formal proof of debt or claim.
(2) Subject to sub-regulation (3), a formal proof of debt or claim shall be in accordance with Form 131.
(3) A formal proof of debt or claim prepared and submitted in accordance with regulation 117 shall be in accordance with Form 132.
Contents of formal proof of debt or claim
(1) A formal proof of debt or claim shall contain detailed particulars of the debt or claim sought to be proved, including, in the case of a debt, a statement of account, and shall specify the vouchers, if any, by which that statement can be substantiated.
(2) The liquidator may at any time call for the production of the vouchers referred to in sub-regulation (1).
Costs of proof
A creditor shall bear the cost of proving his debt or claim, or of amending a proof of debt or claim, unless the Court otherwise orders.
Liquidator to notify receipt of proof of debt or claim
Where a liquidator is requested to do so by the person submitting a proof of debt or claim, he shall notify that person of the receipt of that proof and whether or not it has been admitted under regulation 119.
Time for liquidator to deal with proofs
(1) Within 28 days after receipt of a request in writing from a creditor to do so, or such further period as the Commission allows, the liquidator shall, in writing, admit the formal proof of debt or claim submitted by the creditor or reject it, wholly or in part, or require further evidence in support of it.
(2) If the liquidator does not within 28 days after receipt of a request under sub-regulation (1), or such further period as the Commission allows, deal with that request in accordance with that sub-regulation, the creditor who submitted the proof may apply to the Court for a decision in respect of it.
(3) If the liquidator gives notice in writing to a creditor from whom a request in writing has been received under sub-regulation (1), that further evidence is required in support of the formal proof of debt or claim submitted by the creditor, the period of 28 days referred to in sub-regulation (1) shall be deemed not to have commenced to run until the day on which the liquidator receives a sufficient written answer to his notice.
Grounds of rejection and notice to creditor
(1) Within 7 days after the liquidator has rejected a formal proof of debt or claim in whole or in part, he shall notify the creditor, in accordance with sub-regulation (4), of the grounds for that rejection, and shall at the same time give notice to the creditor—
(a) that he may appeal to the Court against the rejection within a time specified in the notice, being not less than 14 days after service of the notice, or such further period as the Court allows; and
(b) that unless he appeals in accordance with paragraph (a) the amount of his debt or claim will be assessed in accordance with the liquidator's endorsement on the creditor's proof.
(2) A person may appeal against the rejection of a formal proof of debt or claim within the time specified in the notice of the grounds of rejection or such further period as the Court allows.
(3) The Court may extend the time for filing an appeal under sub-regulation (2), even though the period specified in the notice has expired.
(4) A notice for the purposes of sub-regulation (1) shall be in accordance with Form 133.
(5) Where the liquidator has admitted a formal proof of debt or claim, the notice of dividend shall be a sufficient notification of the admission.
Revocation or amendment of decision of liquidator
(1) Where the liquidator considers that a proof of debt or claim has been wrongly admitted, he may—
(a) revoke the decision to admit the proof and reject it in whole; or
(b) amend the decision to admit the proof by increasing or reducing the amount of the admitted debt or claim.
(2) Where the liquidator considers that a proof of debt or claim has been wrongly rejected in whole, he may—
(a) revoke the decision to reject the proof of debt or claim; and
(b) admit the proof in whole or admit the proof in part and reject it in part.
(3) Where the liquidator revokes a decision to admit a proof of debt or claim and rejects it in whole, or amends such a decision by reducing the amount of the admitted debt or claim—
(a) he shall inform the creditor by whom it was lodged, in writing, of his grounds for the revocation or amendment; and
(b) the creditor shall forthwith repay to the liquidator any amount received by way of dividend in respect of the proof or any amount received by way of dividend in excess of the amount that the creditor would have been entitled to receive if his debt or claim had been originally admitted for the reduced amount, as the case requires.
(4) Where the liquidator revokes a decision to reject a proof of debt or claim in whole, or amends a decision to admit a proof of debt or claim in part, by increasing the amount of the admitted debt or claim, the creditor by whom it was lodged is entitled to be paid, out of available money for the time being in the hands of the liquidator, the dividends or additional amounts of dividend, as the case may be, that the creditor would have been entitled to receive if the debt or claim had been originally admitted in whole or for the increased amount, as the case may be, before the available money is applied in the payment of a further dividend, but the creditor is not entitled to disturb the distribution of any dividends declared before the liquidator revoked or so amended the decision.
Withdrawal or variation of proof of debt or claim
A proof of debt or claim may be withdrawn, reduced in amount or otherwise varied by a creditor with the consent of the liquidator.
Oaths
For the purpose of any of his duties in relation to admitting a debt or claim, the liquidator, in a winding up by the Court, may administer affirmations or oaths and take affidavits.
PART XII—SETTLEMENT OF LIST OF CONTRIBUTORIES BY LIQUIDATOR
Liquidator to make out provisional list of contributories
Where the liquidator of a company considers it necessary to make calls on or adjust the rights of contributories, he shall, as soon as practicable, make out a provisional list of contributories in accordance with Form 134.
Time and place for settlement of list
(1) The liquidator shall give to each person included in the provisional list of contributories not less than 14 days' notice in writing, in accordance with Form 135, of the time and place appointed to settle that list.
(2) The liquidator or some person acting on his behalf shall lodge with the Commission a statement in writing in accordance with Form 136 that notice under sub-regulation (1) was given to each person included in the provisional list of contributories, and that statement shall be evidence, in the absence of evidence to the contrary, of that notice having been duly sent to a person specified in the list at the address specified in respect of that person.
Settlement of list of contributories
(1) Before settling the list of contributories, the liquidator shall hear and determine any objection by a person to being included in that list as a contributory.
(2) The liquidator shall settle the list of contributories and certify it, in accordance with Form 137, at the time and place specified in the notice given under regulation 131.
Supplementary list
(1) The liquidator may at any time
(a) make out a provisional supplementary list of contributories in accordance with Form 138; and
(b) settle and certify a supplementary list of contributories in accordance with Form 139,
varying or adding to the list of contributories.
(2) Regulation 131 and sub-regulation 132 (1) apply in relation to the making out, or settling and certifying, under sub-regulation (1), of a supplementary list by the liquidator.
Notice to contributories
(1) Within 14 days after the settlement of the list, or any supplementary list, of contributories of the company, the liquidator shall notify each person included in that list or supplementary list of his inclusion and shall at the same time give him notice that he may appeal to the Court against his inclusion within 21 days after service of the notice, or such further period as the Court allows.
(2) A person may appeal against his inclusion in the list, or any supplementary list, of contributories of the company, within 21 days of the service on him, under sub-regulation (1), of the notice of his inclusion, or such further period as the Court allows.
(3) The Court may extend the time for filing an appeal under sub-regulation (2), even though the period of 21 days specified in sub-regulation (1) has expired.
(4) A notice for the purposes of sub-regulation (1) shall be in accordance with Form 140.
(5) The liquidator or some person acting on his behalf shall lodge with the Commission a statement in writing in accordance with Form 141 that notice under sub-regulation (1) was given to each person placed on the list or any supplementary list of contributories, and that statement shall be sufficient evidence, in the absence of evidence to the contrary, of that notice having been duly sent to a person specified in the list at the address specified in respect of that person.
PART XIII—DIVIDENDS AND DISTRIBUTION OF SURPLUS IN A WINDING UP
Division 1—Payment of dividends
Dividend payable only on admission of a debt or claim
A dividend in the winding up of the affairs of a company shall not be paid to any person except a creditor whose debt or claim, at the date of the distribution of dividends, has been admitted by the liquidator.
Application of Part XI
For the purposes of this Part, Part XI applies in relation to the formal proof of a debt or claim and in relation to the rejection, and to appeals against the rejection, in whole or in part, of a formal proof of a debt or claim.
Liquidator to give notice of intention to declare a dividend
(1) The liquidator shall give notice of his intention to declare a dividend not more than 2 months before the intended date—
(a) by publishing a notice in the Gazette in accordance with Form 142; and
(b) in writing, in accordance with Form 143 or, in the case of a final dividend, in accordance with Form 144, to any person—
(i) in the case of a winding up by the Court, shown as a creditor in the report as to the affairs of the company made out under sub-section 375 (1) of the Act;
(ii) in the case of a members' voluntary winding up, appearing by the company's records to be a creditor;
(iii) in the case of a creditors' voluntary winding up, shown as a creditor in the list of creditors prepared in accordance with sub-paragraph 398 (2) (b) (ii) of the Act; or
(iv) who to the knowledge of the liquidator claims to be, or might claim to be, a creditor of the company,
being a person whose debt or claim has not been admitted.
(2) A notice given in accordance with sub-regulation (1) shall specify a date, not less than 21 days after the date of the notice, on or before which formal proof, in accordance with Form 131 or 132, of a debt or claim must be submitted for the purpose of participation in the distribution.
(3) Subject to regulation 140, a person, claiming to be a creditor, who does not submit a formal proof of a debt or claim on or before the date specified in the notice given under sub-regulation (1), shall be excluded from participation in the distribution to which that notice relates.
Time allowed for dealing with formal proofs of debt or claim
(1) Where the liquidator has given notice in accordance with sub-regulation 137 (1) of his intention to declare a dividend, he shall—
(a) within 14 days after the date specified, in accordance with sub-regulation 137 (2) in that notice; or
(b) within such further period as the Commission allows,
in writing, admit a formal proof of debt or claim received by him before the end of that period, reject it, admit it in part and reject it in part, or require further evidence in support of it.
(2) Where the liquidator does not give notice in accordance with paragraph (1) (a) or (b) of his decision with regard to a formal proof of debt or claim, the creditor who submitted the proof may apply to the Court for a decision in respect of it.
(3) Where the liquidator gives notice to a creditor, within whichever period referred to in paragraph (1) (a) or (b) is applicable, that further evidence is requested in relation to a formal proof of debt or claim lodged by the creditor, that period shall be deemed not to have commenced to run until the day on which the liquidator receives a sufficient written answer to his request.
Declaration and distribution of dividends
(1) The liquidator shall, as soon as practicable, declare and distribute dividends among the creditors whose debts or claims have been admitted.
(2) Subject to the retention of such sums as are necessary to meet the costs of administration or to give effect to the provisions of the Act, the liquidator shall distribute as dividend all moneys in hand.
(3) Where the liquidator declares a dividend, he shall send a notice of that declaration, in accordance with Form 145, to every person entitled to receive payment of the dividend.
Rights of creditor who has not proved debt before declaration of dividend
A creditor whose debt or claim has not been admitted before the declaration of a dividend is entitled, on his debt or claim being admitted, to be paid, out of any available money for the time being in the hands of the liquidator, dividends that he has failed to receive before that money is applied to the payment of a further dividend, but he is not entitled to disturb the distribution of a dividend declared before his debt or claim was admitted.
Postponement of declaration
Where the liquidator postpones the declaration of a dividend beyond the date of publication in the Gazette of a notice in accordance with Form 142, he shall publish a fresh notice in the Gazette, in accordance with that form, of his intention to declare a dividend.
Payment of dividend to a person named
A person to whom a dividend is payable may lodge with the liquidator an authority in accordance with Form 146, and the liquidator shall pay the dividend to the person to whom payment is directed by that authority.
Division 2—Distribution of surplus
Distribution of surplus in a winding up by the Court
(1) An order in a winding up by the Court by which the liquidator is authorized to distribute any surplus among the persons entitled to it shall, unless the Court otherwise directs, have annexed to the order a schedule in accordance with Form 147.
(2) The liquidator shall send to each of the persons among whom any surplus is distributed a notice in accordance with Form 148.
Distribution of surplus as directed
A person who receives a notice of distribution of surplus in accordance with sub-regulation 143 (2) may lodge with the liquidator an authority in accordance with Form 149, and the liquidator shall distribute that surplus to the person to whom payment is directed by that authority.
PART XIV—MISCELLANEOUS
Penalty
A person who—
(a) does that which by or under these Regulations he is forbidden to do;
(b) does not do that which by or under these Regulations he is required or directed to do; or
(c) otherwise contravenes or fails to comply with any provision of these Regulations,
is guilty of an offence.
Penalty: $250.
Prescribed period for appeals from decisions of the Commission
For the purposes of section 537 of the Act, the prescribed period is 21 days.
Certified translations of instruments
147. (1) For the purposes of section 548 of the Act, a certified translation is a translation that—
(a) in the case of a translation made outside Australia—
(i) is certified by a person to whom the custody of the original instrument, certificate, contract or document is committed under a law in force in the place in which the corporation is formed or incorporated, being a person who exercises under that law functions similar to those exercised by the Commission under the Act;
(ii) is certified by a notary public or a translator public duly admitted and sworn in accordance with the law of the place in which the corporation is formed or incorporated; or
(iii) is certified by an Australian consular officer in the place in which the corporation is formed or incorporated; or
(b) in the case of a translation made within Australia—is certified, by a person approved by the Commission, as a correct translation into the English language.
(2) The Commission may, before accepting a translation for lodgment, require the person lodging the translation to furnish to the Commission such evidence as the Commission thinks sufficient of the ability of the person by whom the translation is made to make the translation.
(3) In this regulation, "Australian consular officer" means a person appointed to hold or act in any of the following offices (being offices of the Commonwealth) in a country or place outside Australia:
(a) Ambassador;
(b) High Commissioner;
(c) Minister;
(d) Head of Mission;
(e) Commissioner;
(f) Charge d' affaires;
(g) Counsellor or Secretary at an Embassy, High Commission or other post;
(h) Consul-General;
(i) Consul or Vice-Consul;
(j) Pro-Consul;
(k) Trade Commissioner;
(1) Consular agent.
SCHEDULE 1 Regulation 3
LIST OF FORMS
Column 1
Column 2
Column 3
Column 4
Provision of the Act
Provision of Regulations
Description of form
No. of form
Sub-section 69 (2)
Certificate of incorporation on change of status
22
Sub-paragraph 69 (4) (c) (i)
Assent by members to application by a limited company to convert to an unlimited company
23
Sub-paragraph 69 (4) (c) (ii)
Sub-section 70 (1)
Regulation 28
Notice of resolution
24
Sub-section 70 (2)
Sub-section 72 (2)
Sub-section 73 (12)
Sub-section 73 (13)
Sub-section 251 (1)
Sub-section 392 (2)
Sub-section 70 (3)
Certificate of incorporation on conversion
25
Sub-section 72 (6)
Certificate of registration of document affecting memorandum of association
26
Sub-section 72 (9)
Certificate of incorporation on change of name of company
27
Sub-section 83 (1)
Application for certificate authorizing application for transfer of incorporation
28
Sub-paragraph 83 (2) (b) (i)
Declaration by directors of a company desiring transfer of incorporation
29
Sub-paragraph 83 (2) (b) (ii)
Report as to affairs
30
Paragraph 328 (1) (b)
Sub-section 329 (1)
Sub-section 335 (4)
Sub-section 347 (5)
Sub-section 375 (1)
Sub-section 398 (5)
Sub-section 83 (3)
Certificate authorizing application by company for transfer of incorporation
31
Paragraph 84 (2) (a)
Application by recognized company for registration as a company
32
Sub-section 85 (4)
Application by foreign company for registration as a company
33
Sub-section 86 (5)
Certificate of registration on transfer of incorporation
34
Sub-section 113 (1)
Return of allotment of shares
35
Sub-section 113 (5)
Statement containing particulars of shares allotted otherwise than for cash
36
Paragraph 117 (1) (c)
Statement of payment in relation to subscription for shares
37
Sub-section 120 (8)
Notice of redemption of redeemable preference shares
38
Sub-section 123 (8)
Certificate of registration of special resolution and court order in relation to reduction of share capital
39
Sub-section 124 (1)
Statement of special rights carried by shares
40
Sub-section 124 (2)
Return showing division or conversion of shares into classes
41
Sub-section 137 (1)
Notice of interests of substantial shareholder
42
Column 1
Column 2
Column 3
Column 4
Provision of the Act
Provision of Regulations
Description of form
No. of form
Sub-section 138 (1)
Change in interests of substantial shareholder
43
Sub-section 139 (1)
Notice of person ceasing to be a substantial shareholder
44
Sub-section 153 (6)
Notice of appointment of successor in place of trustee for holders of debentures
45
Sub-section 173 (1)
Return by management company
46
Paragraph 201 (1) (a)
Notice of particulars of charge
47
Paragraph 201 (5) (a)
Sub-paragraph 202 (1) (a) (i)
Paragraph 201 (1) (b)
Verification of resolution authorizing issue of debentures
48
Paragraph 201 (2) (b)
Paragraph 201 (5) (b)
Paragraph 201 (5) (d)
Sub-paragraph 202 (1) (a) (ii)
Paragraph 201 (1) (c)
Verification of copy of instrument creating or evidencing a charge
49
Paragraph 201 (5) (c)
Sub-paragraph 202 (1) (a) (iii)
Sub-section 206 (1)
Notice of assignment of charge
50
Sub-section 206 (2)
Notice of variation in terms of charge
51
Sub-section 207 (1)
*Memorandum of payment or discharge of debt or liability
52
*Memorandum of release of property or part of property from charge
52
Sub-section 210 (1)
Certificate setting out particulars of a charge
53
Sub-section 210 (3)
Certificate of entry of particulars of a charge
54
Sub-paragraph
Notice in relation to registered office
55
84 (2) (b) (fa)
Paragraph 85 (4) (fa)
Sub-section 217 (1)
Sub-section 217 (2)
Sub-section 217 (3)
Sub-section 217 (4)
Sub-section 220 (1)
Consent to act as director
56
Paragraph 220 (1) (b)
Undertaking by director to take and pay for qualification shares
57
Paragraph 220 (1) (c)
Statement by director of registration of qualification shares
58
Paragraph 220 (1) (d)
Statement by director of entitlement to qualification shares
59
Sub-section 220 (4)
List of persons who have consented to be directors
60
Sub-section 238 (7)
Particulars and changes of particulars in register of directors, principal executive officer and secretaries
61
Sub-section 238 (9)
Notice as to the holding of office in a company
62
Sub-section 238 (10)
Certificate as to holding of the office of director, principal executive officer or secretary
63
Sub-section 239 (3)
Statutory report and auditors' report
64
Sub-section 239 (4)
Column 1
Column 2
Column 3
Column 4
Provision of the Act
Provision of Regulations
Description of form
No. of form
Sub-section 244 (7)
Regulation 56
Statement concerning copy of minute by representative of holding company relating to proceedings of subsidiary company
65
Sub-section 263 (1)
Annual return of a company having share capital
66
Sub-section 263 (1)
Annual return of a company not having share capital
67
Sub-section 267 (6)
Notice of place at which statements and records relating to accounting records outside Australia are kept
68
Paragraph 277 (2) (e)
Return of members of firm of auditors
69
Section 282
Notice of resignation or removal of auditor
70
Sub-section 295 (1)
Notice in respect of an investigation concerning a corporation
71
Sub-section 295 (3)
Notice requiring the production of books relevant to the affairs of a corporation
72
Sub-section 295 (5)
Certificate by an inspector carrying out an investigation
73
Sub-section 318 (1)
Notice to dissenting shareholder
74
Paragraph 318 (7) (a)
Notice to remaining shareholder
75
Sub-section 330 (1)
Account of receipts and payments by *receiver/*receiver and manager
76
Sub-section 329 (1)
Statement verifying report
77
Sub-section 375 (1)
Sub-section 375 (2)
Sub-section 326 (1)
Notice of appointment of *receiver/*receiver and manager
78
Sub-section 326 (1a)
Notice of address of office of *receiver/*receiver and manager
79
Sub-section 326 (1a)
Notice of change in situation of office of *receiver/*receiver and manager
80
Sub-section 326 (2)
Notice by *receiver/*receiver and manager ceasing to act
81
Paragraph 335 (9) (a)
Notice of meeting of creditors to consider placing company under official management
82
Paragraph 335 (10) (a)
Summary of affairs
83
Sub-paragraph 398 (2) (b)(i)
Sub-paragraph 338 (2) (a)(i)
Notice of resolution of creditors placing company under official management
84
Sub-paragraph 338 (2) (a)(ii)
Notice to creditors and members of special resolution placing company under official management and of rights under section 353
85
Paragraph 338 (6) (a)
Notice of order terminating appointment of official manager and appointing registered company auditor as official manager
86
Sub-section 340 (1)Sub-section 357 (4)
Notice of appointment and of address of office of *official manager/*deputy official manager
87
Sub-section 340 (1)Sub-section 357 (4)
Notice of change in situation of office of *official manager/*deputy official manager
88
Column 1
Column 2
Column 3
Column 4
Provision of the Act
Provision of Regulations
Description of form
No. of form
Sub-section 340 (2)Sub-section 357 (5)
Notice by *official manager/*deputy official manager of resignation or removal from office
89
Sub-section 342 (6)
Notice by official manager of holding of six-monthly meeting
90
Sub-section 344 (4)
Notice of special resolution of creditors extending period of official management
91
Sub-section 347 (11)
Notice by official manager of holding of meetings of members and creditors when company unable to pay debts
92
Paragraph 354 (1) (a)
Notice of order terminating official management
93
Paragraph 354 (1) (a)
Notice of order varying or cancelling resolution for official management
Notice by *recognized company/*recognized foreign company of principal office and of office hours in participating State or participating Territory
110
Sub-section 501 (3)
Certificate as to address of principal office in participating State or participating Territory
111
Column 1
Column 2
Column 3
Column 4
Provision of the Act
Provision of Regulations
Description of form
No. of form
Paragraph 577 (1) (g)
Sub-regulation 133 (1)
Provisional supplementary list of contributories
138
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Sub-regulation 133 (1)
Certificate of liquidator of settlement of supplementary list of contributories
139
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Sub-regulation 134 (4)
Notice to contributory of final settlement of list or supplementary list of contributories and of his inclusion in the list
140
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Sub-regulation 134(5)
Statement in writing of giving of notices to persons placed on the list or supplementary list of contributories
141
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Sub-regulation 137 (1)
Notice of intention to declare a dividend
142
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Sub-regulation 137 (1)
Notice to creditor or person claiming to be a creditor of intention to declare a dividend
143
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Sub-regulation 137 (1)
Notice to creditor or person claiming to be a creditor of intention to declare a final dividend
144
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Sub-regulation 139 (3)
Notice of declaration of dividend
145
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Regulation 142
Authority to liquidator to pay dividend to a person named
146
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Sub-regulation 143 (1)
Schedule of contributories, or other persons, to whom a distribution of surplus is to be paid
147
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Sub-regulation 143 (2)
Notice of distribution of surplus to contributories or other persons
148
Paragraph 577 (1) (ga)
Paragraph 577 (1) (g)
Regulation 144
Authority to liquidator to pay distribution of surplus to a person named
149
Paragraph 577 (1) (ga)
Paragraph 530a (d)
Consent to specification of address as address of office of corporation
150
Sub-section 534 (3)
Statement in writing in respect of disposal of securities of shareholder whose whereabouts are unknown
151
Sub-section 547 (4)
Notice of place other than registered or principal office at which register or branch register is kept
152
Sub-section 521 (10)
Notice in relation to branch register of registered foreign company
153
Sub-section 521 (11)
FORMS
Registered no.: COMPANIES FORM 1 Regulation 12
VERIFICATION OR CERTIFICATION OF DOCUMENTS OR COPIES OF DOCUMENTS
(1)....................................................................................Limited I,.......................................................................of...................................................................................., in my capacity as (2)...................................................,
*verify/*certify that
* the document (s) annexed to this statement and marked......(3) *is/*are the document(s) described in the Schedule.
* the *copy/*copies annexed to this statement and marked......(3) *is/*are *a true copy/*true copies of the document(s) described in the Schedule.
5. State whether the applicant has at any time been excluded from practising as, or been refused registration as, auditor or liquidator, or been suspended or otherwise dealt with by a Companies Auditors Board, or a Companies Auditors and Liquidators Disciplinary Board, of a State or Territory, by the Public Accountants Registration Board of New South Wales or Queensland, by the National Companies and Securities Commission, by any other body having, or previously having, authority in Australia or elsewhere relating to the registration or disciplining of auditors or liquidators, or by a Tax Agents Board.
7. State whether the applicant is, or has at any time been, prohibited—
(a) by virtue of an order made under sub-section 562 (2) or under any provision of a law, or a previous law, in Australia or elsewhere that corresponds with that sub-section, from acting as a director of, or from being concerned in or taking part in the management of, a company or other corporation; or
(3) (b) by virtue of section 227, from acting as a director or promoter of, or from being concerned in or taking part in the management of, a corporation.
9. State whether there are any legal or disciplinary proceedings pending against the applicant that may result in action of a sort requiring disclosure under paragraph 5, 7 or 8.
10. State whether the applicant is a resident of Australia.
(Answer "Yes" or "No". If the answer is "Yes", state periods, if any, during the 5 years immediately preceding the date of the statement, for which the applicant was not resident in Australia, and the reason for his absence.)
(5) 12. State the names, addresses and occupations of persons from whom the Commission may inquire, for the purposes of this application, in regard to the applicant's conduct, character, experience and ability.
(1) To be completed by an applicant to whom sub-section 18 (1) or 20 (1) applies.
(2) To be completed by a person not eligible to complete paragraph 3.
(3) Include, if the applicant is, or has been, an insolvent under administration—
(a) the date on which he was declared bankrupt, the district in which he was declared bankrupt and his bankruptcy number; or
(b) where he has entered into a deed of arrangement or assignment, or where his creditors have accepted a composition under Part X of the Bankruptcy Act 1966 —
(iv) the identifying number used in the deed of arrangement or assignment or the composition in the office of the Registrar in Bankruptcy.
Where a person has a status equivalent to that of an insolvent under administration, under the law of an external Territory or another country, full particulars must also be provided.
Full particulars must also be provided if the applicant has at any time been, but no longer is, subject to a prohibition under section 227. Where, by leave of the Court given under that section, a person is no longer subject to a prohibition under that section, an office copy of the court order, whether or not subject to conditions or limitations, shall be annexed.
(4) To be completed by an applicant not registered as an auditor, a liquidator or both, as applicable, on 30 June 1982. Where paragraph 277 (8) (c) applies, particulars of resignations are not required.
(5) In offering the names of referees, whose reports will be received in confidence, applicants should be guided by the following:
(i) at least 2 persons are to be named;
(ii) at least one referee is to be a registered auditor or liquidator, as relevant to the application;
(iii) not more than one of the referees is to be the applicant's partner or employer;
(iv) the referees should be persons who can speak of the applicant's conduct, character, experience and ability to act as an auditor or a liquidator, as applicable, as a result of regular contact with the applicant in the course of the previous 5 years;
(v) no report is permitted from an employee, fellow employee or relative.
(d) Names and addresses of any firms of which the applicant is a member
(e) Names and addresses of any employers
(f) Full address and telephone number of the principal place at which the person proposes to perform his functions as liquidator of the corporation
(g) Any name, other than his own, or style, under which he carries on a business by virtue of which he is qualified to be appointed as liquidator of the corporation
3. Having regard to sub-section 20 (3), state particulars of the applicant's experience and ability, and evidence to demonstrate that he is a fit and proper person to act as liquidator, having regard to the nature of the property or business of the corporation and the interests of its creditors and contributories.
4. State whether the applicant has, at any time, been excluded from practising as, or been refused registration as, auditor or liquidator, or been suspended or otherwise dealt with by a Companies Auditors Board, or a Companies Auditors and Liquidators Disciplinary Board, of a State or Territory, by the Public Accountants Registration Board of New South Wales or Queensland, by the National Companies and Securities Commission, by any other body having, or previously having, authority in Australia or elsewhere relating to the registration or disciplining of auditors or liquidators, or by a Tax Agents Board.
6. State whether the applicant is, or has at any time been, prohibited
(a) by virtue of an order made under sub-section 562 (2) or under any provision of a law, or a previous law, in Australia or elsewhere that corresponds with that sub-section, from acting as a director of, or from being concerned in or taking part in the management of, a company or other corporation; or
(1) (b) by virtue of section 227, from acting as a director or promoter of, or from being concerned in or taking part in the management of, a corporation.
8. State whether there are any legal or disciplinary proceedings pending against the applicant that may result in action of a sort requiring disclosure under paragraph 4, 6 or 7.
9. State whether the applicant is a resident of Australia.
(Answer "Yes" or "No". If the answer is "Yes", state periods, if any, during the 5 years immediately preceding the date of the statement, for which the applicant was not resident in Australia, and the reasons for his absence.)
(3) 11. State the names, addresses and occupations of persons from whom the Commission may inquire, for the purposes of this application, in regard to the applicant's conduct, character, experience and ability.
(1) Include, if the applicant is, or has been, an insolvent under administration—
(a) the date on which he was declared bankrupt, the district in which he was declared bankrupt and his bankruptcy number; or
(b) where he has entered into a deed of arrangement or assignment, or where his creditors have accepted a composition under Part X of the Bankruptcy Act 1966
(iv) the identifying number used in relation to the deed of arrangement or assignment or the composition in the office of the Registrar in Bankruptcy.
Where a person has a status equivalent to that of an insolvent under administration, under the law of an external Territory or another country, full particulars must also be provided.
Full particulars must also be provided if the applicant has at any time been, but no longer is, subject to a prohibition under section 227. Where, by leave of the Court given under that section, a person is no longer subject to a prohibition under that section, an office copy of the court order, whether or not subject to conditions or limitations, shall be annexed.
(3) In offering the names of referees, whose reports will be received in confidence, applicants should be guided by the following:
(i) at least 2 persons are to be named;
(ii) at least one referee should be a registered auditor or liquidator;
(iii) not more than one of the referees is to be the applicant's partner or employer;
(iv) the referees should be persons who can speak of the applicant's conduct, character, experience and ability to act as liquidator of the specified corporation, as a result of regular contact with the applicant in the course of the previous 5 years;
(v) no report is permitted from an employee, fellow employee or relative.
1. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.
2. Evidence to support the statements in paragraph 3 should be annexed.
Registered no.: COMPANIES FORM 4 Sub-section 18 (5)
CERTIFICATE OF REGISTRATION AS AN AUDITOR
This is to certify that..................................................................................................,..................was on ....................................19........registered under section 18 as an auditor.
*For the purposes of sub-section 26 (2) the specified date is.....................................................19........ Given under the seal of the National Companies and Securities Commission at................................... on this.......................................day of......................................19........
Registered no.: COMPANIES FORM 5 Sub-section 20 (6)
CERTIFICATE OF REGISTRATION AS A LIQUIDATOR
This is to certify that.....................................................................................................................was on ........................................19........registered under section 20 as a liquidator.
For the purposes of sub-section 20 (6), the date of commencement of the registration was.................. .......................................19........
*For the purposes of sub-section 26 (2) the specified date is......................................................19........ Given under the seal of the National Companies and Securities Commission at................................... on this.......................................day of.......................................19........
Registered no.: COMPANIES FORM 6 Sub-section 20 (6)
CERTIFICATE OF REGISTRATION AS A LIQUIDATOR OF A SPECIFIED CORPORATION
This is to certify that............................was on.........................................19..........registered under section 20 as the liquidator of a specified corporation, .......................................................Limited.
For the purposes of sub-section 20 (6), the date of commencement of the registration was........19......
Given under the seal of the National Companies and Securities Commission at.................................... on this........................................day of........................................19........
Registered no.: COMPANIES FORM 7 Sub-section 21 (2)
CERTIFICATE OF REGISTRATION AS AN OFFICIAL LIQUIDATOR
This is to certify that..................................was on........................................19........registered as an official liquidator under section 21.
Given under the seal of the National Companies and Securities Commission at................................... on this........................................day of........................................19........
COMPANIES FORM 8 Sub-section 22 (3)
Regulation 25
NOTICE OF APPLICATION FOR DISCHARGE OF SECURITY
1. Notice is given that an application has been made to the (1).....................................................for the discharge, wholly or in part, of the security lodged by (2).................................................in relation to the performance of his duties as *liquidator/*liquidator of (1).......................................................
2. If you have any claim on that security you are required to lodge particulars in writing with (1)..................................................................................not later than (4).............................................
3. Failure to lodge your claim before the specified date may result in the discharge of the security and the release of any surely from his obligations in relation to that claim.
Signature of applicant......................................................................
(1) Insert name of Corporate Affairs Commission for the Territory.
(2) Insert name and address of liquidator.
(3) Insert name of specified corporation, if liquidator of specified corporation.
(4) Insert a date not less than 3 months after the date of publication of the advertisement.
Registered no.: COMPANIES FORM 9 Sub-sections 25 (1) and (2)
PARTICULARS OF CESSATION OR CHANGE RELATING TO A PERSON REGISTERED AS *AN AUDITOR *AND *A LIQUIDATOR, NOT BEING THE LIQUIDATOR OF A SPECIFIED CORPORATION
On the...................................day of.................................19........, I ceased to practise as *an auditor *and*a liquidator.
*2. CHANGE OF NAME
On the............................................day of.............................................................................19........, I changed my name from......................................................to...........................................................
*3. CHANGE IN OTHER PARTICULARS
*On..............................19........, the full address, of the principal place at which I practise was changedfrom..................................................to(1)..............................................................................
*On..............................19........, the full address of a place at which I practise was changed from..................................................to(1)............................................................................................
*On..............................19........, I commenced to practise at(1)...........................................................
*On..............................19........, I commenced to practise under a name and style other than my own at (1)...........................................................................................................................................
*On..............................19........, I ceased to practise at(1)...................................................................
*On.........................................19........, the *name/*address of a firm of which lam *a member/*an employee was changed from..............................................to.............................................................
*On..........................19.........I became *a member/*an employee of (2).............................................
*On..........................19........, I ceased to be *a member/*an employee of(2).....................................
*On..........................19.........a name or style other than my own under which I practise was changed from..............................................to.....................................................................................
On the........................................day of........................................19........I ceased to act as liquidator in the winding up of the corporation
*2. CHANGE OF NAME
On the..............................................day of......................................19........I changed my name from ................................................to..................................................
*3. CHANGE IN OTHER PARTICULARS
* On the...................................day of...................................19........the full address of the principal place of business at which I perform my functions as liquidator was changed from
* On the...............................day of............................19.......the *name/*address of a firm of which I am *a member/*an employee was changed from.................................................................... ...................................to........................................................................................................................
* On the.....................................day of.........................19........I changed a *name/*style under which I practise a profession that qualified me to be appointed as liquidator of the specified corporation from...........................................to......................................................................................
* On the..................................day of..................................19........ the *name/*address of the specified corporation in respect of which I perform my functions as liquidator was changed from.......................................................to.............................................................................................
On........................................19........ I became *a member/*an employee of (1)................................
On........................................19........ I ceased to be *a member/*an employee of (1).........................
1. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.
Registered no.: COMPANIES FORM 12 Sub-sections 26 (2) and (3)
TRIENNIAL STATEMENT LODGED BY AUDITOR *AND LIQUIDATOR IN RESPECT OF THE PERIOD.........................19........ TO.........................19........
(Answer "Yes" or "No". If the answer is "Yes", state periods during the 3 years immediately preceding the date of the statement during which the applicant was not resident in Australia, and the reasons for his absence.)
5. State whether the person has been excluded from practising as, or been refused registration as, auditor or liquidator, or been suspended or otherwise dealt with by a Companies Auditors Board, or a Companies Auditors and Liquidators Disciplinary Board, of a State or Territory, by the Public Accountants Registration Board of New South Wales or Queensland, by the National Companies and Securities Commission, by any other body having, or previously having, authority in Australia or elsewhere relating to the registration or disciplining of auditors or liquidators, or by a Tax Agents Board.
6. State whether the person is, or has at any time been, prohibited—
(a) by virtue of an order made under sub-section 562 (2) or under any provision of a law, or a previous law, in Australia or elsewhere that corresponds with that sub-section, from acting as a director of, or from being concerned in or taking part in the management of, a company or other corporation; or
(1) (b) by virtue of section 227, from acting as a director or promoter of, or from being concerned in or taking part in the management of, a corporation.
8. State whether there are any legal or disciplinary proceedings pending against the person which may result in action of a sort requiring disclosure under paragraph 5, 6 or 7.
(1) Include, if the person is, or has been, an insolvent under administration
(a) the date on which he was declared bankrupt, the district in which he was declared bankrupt and his bankruptcy number; or
(b) where he has entered into a deed of arrangement or assignment, or where his creditors have accepted a composition under Part X of the Bankruptcy Act 1966
(iv) the identifying number used in relation to the deed of arrangement or assignment or the composition in the office of the Registrar in Bankruptcy.
Where a person has a status equivalent to that of an insolvent under administration, under the law of an external Territory or another country, full particulars must also be provided.
Full particulars must also be provided if the person has at any time been, but no longer is, subject to a prohibition under section 227. Where, by leave of the Court given under that section, a person is no longer subject to a prohibition under that section, an office copy of the court order, whether or not subject to conditions or limitations, shall be annexed.
(g) Any name, other than his own, or style under which he practises a profession that qualified him to be appointed as liquidator of the specified corporation
(Answer "Yes" or "No". If the answer is "Yes", state periods during the 3 years immediately preceding the date of the statement during which the person was not resident in Australia, and the reasons for his absence.)
4. State whether the person has been excluded from practising as, or been refused registration as, auditor or liquidator, or been suspended or otherwise dealt with by a Companies Auditors Board, or a Companies Auditors and Liquidators Disciplinary Board, of a State or Territory, by the Public Accountants Registration Board of New South Wales or Queensland, by the National Companies and Securities Commission, by any other body having, or previously having, authority in Australia or elsewhere relating to the registration or disciplining of auditors or liquidators, or by a Tax Agents Board.
5. State whether the person is, or has at any time been, prohibited—
(a) by virtue of an order made under sub-section 562 (2) or under any provision of a law, or a previous law, in Australia or elsewhere that corresponds with that sub-section, from acting as a director of, or from being concerned in or taking part in the management of, a company or other corporation; or
(1) (b) by virtue of section 227, from acting as a director or promoter of, or from being concerned in or taking part in the management of, a corporation.
7. State whether there are any legal or disciplinary proceedings pending against the person which may result in action of a sort requiring disclosure under paragraph 4, 5 or 6?
(1) Include, if the person is, or has been, an insolvent under administration —
(a) the date on which he was declared bankrupt, the district in which he was declared bankrupt and his bankruptcy number; or
(b) where he has entered into a deed of arrangement or assignment, or where his creditors have accepted a composition under Part X of the Bankruptcy Act 1966
(iv) the identifying number used in relation to the deed of arrangement or assignment or the composition in the office of the Registrar in Bankruptcy.
Where a person has a status equivalent to that of an insolvent under administration, under the law of an external Territory or another country, full particulars must also be provided.
Full particulars must also be provided if the person has at any time been, but no longer is, subject to a prohibition under section 227. Where, by leave of the Court given under that section, a person is no longer subject to a prohibition under that section, an office copy of the court order, whether or not subject to conditions or limitations, shall be annexed.
*during the period from ......................................................................................19........up to and including........................................19........
no company was registered under (1)..................................................................................................... or any corresponding previous law of (2)................................................................................................. by the name............................................................................................................................................. Given under the seal of the National Companies and Securities Commission at .................................. on this...................................day of...................................19........
(1) Cite law under which the certificate is issued.
(2) Insert name of State or Territory in which the certificate is issued.
_________
Registered no.: COMPANIES FORM 15 Paragraph 31 (8) (h)
SUPPLEMENTARY DOCUMENT
This document and the annexed document (if any) are intended to supplement and to form part of (1)..................................................dated the.................................day of................................................., 19.........and lodged on or about the..................................day of................................19.........which is to be supplemented as follows: (2)
(1) Insert sufficient description to enable identification of document previously lodged.
(2) Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.
(3) This document is to be signed by the person or persons who signed the document which this document is intended to supplement unless the Commission, in a special case, otherwise allows.
Requirements relating to annexures are set out in regulation 8
Registered no.: COMPANIES FORM 16 Sub-section 35 (2)
CERTIFICATE OF INCORPORATION OF PUBLIC COMPANY
This is to certify that.............................................is on and from the....................................................... day of...............................19.........incorporated as a public company, being (1)...................................... Given under the seal of the National Companies and Securities Commission at................................... on this...................................day of...................................19........
(1) Insert whether company is
(d) an unlimited company; or
(e) a no liability company.
Registered no.: COMPANIES FORM 17 Sub-section 35 (2)
CERTIFICATE OF INCORPORATION OF PROPRIETARY COMPANY
This is to certify that.............................................is on and from the....................................................... day of...............................19........, incorporated as a proprietary company, being (1)............................. Given under the seal of the National Companies and Securities Commission at.................................... on this...................................day of...................................19........
(1) Insert whether company is
(b) a company limited by shares and by guarantee; or
(c) an unlimited company.
Registered no.: COMPANIES FORM 18 Sub-sections 40 (1) and 46 (1),
section 58
APPLICATION FOR (*EXTENSION OF) RESERVATION OF NAME FOR *INTENDED COMPANY/*INTENDED FOREIGN COMPANY
1.*I/*We............................................................of................................................................................. apply for the reservation of the name................................................................................................. as the name of an intended *company/*foreign company.
2. The nature of the business to be carried on by the intended *company/*foreign company is: (1)
*3. The intended *company/*foreign company proposes to acquire a business that *was/*is being carried on under the name of..............................................................................................................
*4. The following corporations will consent to the proposed name if required:
*5. Single letters included in the name to be reserved *do not stand for anything/*stand for.................
6. If section 58 applies, identify the original application by number (if any) and date, and state reasons for desiring *an extension/*a further extension.
7. If section 58 does not apply, has the name applied for been previously reserved, an application for its reservation been refused or any inquiry as to its availability been made?
(Answer "Yes" or "No". If the answer to any question is "Yes", state the availability or reservation number, if any)................................................................................................................
8. *I/*We wish to have the name applied for reserved in the following participating States or participating Territories:
Signature(s) of applicant(s).....................................
(1)The nature of the business must be stated fully. General terms such as "investment", "construction" or "trustee" are insufficient.
1. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.
Registered no.: COMPANIES FORM 19 Sub-sections 43 (1), 46 (2), 49 (1),52 (1) and 55 (1), section
*APPLICATION FOR (*EXTENSION OF) RESERVATION OF *PROPOSED NEW NAME/*NEW NAME OF *COMPANY/*REGISTERED FOREIGN COMPANY
*APPLICATION FOR (*EXTENSION OF) RESERVATION OF NAME BY WHICH *RECOGNIZED COMPANY/*FOREIGN COMPANY INTENDS TO BECOME
REGISTERED
1..........................................................................................Limited applies for the reservation of the name......................................Limited as the name
* to which the *company/*registered foreign company making this application *proposes to change/*has changed its name.
* by which the *recognized company/*foreign company intends to become registered *upon transfer of its incorporation.
2. The nature of the business *carried on/*to be carried on by the applicant corporation is: (1)
*3. The applicant corporation proposes to acquire a business that *was/*is being carried on under the name of................................................................................................................................................
*4. The following corporations will consent to the proposed name if required:
*5. Single letters included in the name to be reserved *do not stand for anything/*stand for ...........................................................
6. If section 58 applies, identify the original application by number (if any) and date, and state reasons for desiring *an extension/*a further extension.
7. If section 58 does not apply, has the name applied for been previously reserved, an application for its reservation been refused, or any inquiry as to its availability been made?
(Answer "Yes" or "No". If the answer to any question is "Yes", state the availability or reservation number, if any).
*8. The applicant corporation wishes to have the name applied for reserved in the following participating States or participating Territories:
*9. The name of the *company/*recognized company/*foreign company is registered in (2)................
*10. The *name/*former name of the registered foreign company is registered in (2)............................
1. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.
3. Under the provisions of sub-sections 43 (6), 46 (7), 52 (6) and 55 (6) respectively, the reservation of a name in respect of
(a) a company that proposes to change its name;
(b) a foreign company that proposes to become registered in the Territory;
(c) a recognized company that proposes to transfer its incorporation to the Territory; or
(d) a foreign company that proposes to transfer its incorporation to the Territory,
does not of itself entitle that company to be registered by that name.
Registered no.: COMPANIES FORM 20 Sections 59 and 61
NOTICE BY COMPANY OR REGISTERED FOREIGN COMPANY FOR THE PURPOSES OF SECTION 59 OR 61
.....................................................................................Limited, a *company/*registered foreign company formed outside Australia and the external Territories, gives notice that it *desires/*no longer desires to have its name registered in (1)....................................................................................
………………………………………………………………………………………………………….
Signature of *Director/*Secretary/*Principal Executive Officer/*of/*Agent of foreign company
(1) Insert name of participating State(s) or participating Territory.
Registered no.: COMPANIES FORM 21 Sub-section 69 (2)
APPLICATION BY A COMPANY TO CHANGE TO A DIFFERENT STATUS
(1)........................................................................... applies to convert
from: (2) (1) an unlimited company to: (2) (1) *(a) a company limited by shares
(2) a no liability company *(b) a company limited by guarantee
(3) a company limited by shares
(4) a company limited by guarantee *(c) a company limited both by
(5) a limited company shares and by guarantee
(2) a company limited by shares
(3) a company limited both by shares and by guarantee
(4) a company limited both by shares and by guarantee
(5) an unlimited company
2. The following prescribed forms are annexed:
(a) a printed copy of the special resolution which—
(i) resolves to change the status of the company;
(ii) makes appropriate alterations to the memorandum of association;
*(iii) makes appropriate alterations and additions (if any) to the articles of association;
* (iv) adopts appropriate articles of association;
*(v) changes the name of the company;
(b) a printed copy of the memorandum as altered;
(c) a printed copy of the articles as altered; and
(3) (d) the form of assent, in accordance with Form 23, by all members and the verifying statement in writing.
.................................................................................................................................................................Signature of *Director/*Secretary/*Principal Executive Officer/*of/* Agent
(1) Insert name of company.
(2) Strike out whichever descriptions are inapplicable, but the remaining numbers in both sets of alternatives must correspond.
(3) Strike out if inapplicable. This paragraph applies only in the case of a conversion of a limited company to an unlimited company.
Registered no.: COMPANIES FORM 22 Sub-section 69 (2)
CERTIFICATE OF INCORPORATION ON CHANGE OF STATUS
This is to certify pursuant to section 69 that..........................................................................,which was on the.......................................day of........................................19.........incorporated under(1)................ ................................................................................as(2).......................................................................................................................on the..................................................day of.............................................. ....................19........converted to (2).....................................................................................and that the name of the company now is ............................................................................................................... Given under the seal of the National Companies and Securities Commission at................................... on this.....................................day of........................................19........
(1) Cite law under which the company is incorporated.
(2) Insert whichever is applicable—
an unlimited company;
a company limited by shares;
a company limited by guarantee;
a company limited both by shares and by guarantee;
a no liability company.
Registered no.: COMPANIES FORM 23 Sub-paragraphs
69 (4) (c) (i) and (ii)
ASSENT BY MEMBERS TO APPLICATION BY A LIMITED COMPANY TO CONVERT TO AN UNLIMITED COMPANY
*I/*We, being *a member(s) of the company, assent to the application by the company for a change of status to an unlimited company.
(1) I am a *director/*secretary of............................................................................................Limited;
(2) the persons by whom or on whose behalf the form of assent has been subscribed constitute the whole membership of the company;
(3) where the form has been signed by a person on behalf of the member, I have taken all reasonable steps to satisfy myself that the person who signed the form was lawfully empowered so to do.
Signature of *Director/*Secretary/*Principal Executive Officer.........................................................
Registered no.: COMPANIES FORM 24 Sub-sections 70 (1)
NOTICE OF RESOLUTION and (2), 72 (2), 73 (12) and
(13), 251 (1) and 392 (2)
Regulation 28
At a general meeting of the members of the company duly convened and held at.................................. on the........................................day of......................................19........, the (*special) resolution set out *below/*in the annexure marked....................(1) was *duly passed/*agreed to.
Signature of *Director/*Secretary/*Principal Executive Officer............................................................
Registered no.: COMPANIES FORM 25 Sub-section 70 (3)
CERTIFICATE OF INCORPORATION ON CONVERSION
This is to certify pursuant to section 70 that............................................which was on the.................... day of.......................................19........incorporated under(1)................................................................... as a company having a share capital on the....................................day of............................................... ....................19........converted to a *proprietary/*public company, and that the name of the company now is....................................................................................................................................................... Given under the seal of the National Companies and Securities Commission at.................................... on this..................................day of........................................19.........
(1) Cite law under which the company is incorporated.
Registered no.: COMPANIES FORM 26 Sub-section 72 (6)
CERTIFICATE OF REGISTRATION OF DOCUMENT AFFECTING MEMORANDUM OF ASSOCIATION
This is to certify that —
* an order of the Supreme Court of.........................................:.............................
* a resolution of the company
* a document other than an order or resolution, being: (give details)
*made on/*dated the......................................day of....................19......., affecting the memorandum of association of.......................................................................Limited was registered by the Commission on the........................................day of........................................19........
Given under the seal of the National Companies and Securities Commission at................................... on this........................................day of........................................19........
Registered no.: COMPANIES FORM 27 Sub-section 72 (9)
CERTIFICATE OF INCORPORATION ON CHANGE OF NAME OF COMPANY
This is to certify that..................................................................................................................Limited, which was on the ........................................... day of........................................ 19 ........ incorporated under(1)........................................................................................................................as a *proprietary/
*public company, on the........................................day of....................................... 19........changed its name to..................................................................................................................................................... and that the company is a *public/*proprietary company, and is(2)...................................................... Given under the seal of the National Companies and Securities Commission at................................... on this...........................day of........................................19........
(1) Cite law of State or Territory under which the company is incorporated.
(2) Insert whichever is applicable—
an unlimited company;
a company limited by shares;
a company limited by guarantee;
a company limited both by shares and by guarantee;
a no liability company.
Registered no.: COMPANIES FORM 28 Sub-section 83 (1)
APPLICATION FOR CERTIFICATE AUTHORIZING APPLICATION FOR TRANSFER OF INCORPORATION
..........................................................................a company incorporated in (1)........................................
.........................................applies for a certificate authorizing the company to make an application under the provision of the law of(2).......................................which corresponds to section 84.
1. At a general meeting of the members of the company duly convened and held at........................ .................................on the........................................day of............................................................ 19........, a special resolution was passed approving this application under sub-section 83 (1). A copy of the special resolution passed at the meeting is set out in the annexure marked.......................................................................................................................................(3)
2. The company has given to its creditors notice of its intention to apply for such a certificate in the following manner (being a manner approved by the Commission)......................................... .................................................................................................................................................................................................................................................................................................................
A copy of the notice given to creditors is set out in the annexure marked...........(3)
3. On the................................day of........................................19.........the name of the company was reserved (state reservation number, if any) under a provision, which corresponds to sub-section 52 (2), of the law of (2)..................................................................................................................
*4. The company *has/*has not *established a place of business/*commenced to carry on business in (2).................................................................................................................................................
*5. (To be completed in the case of a company that has established a place of business or commenced to carry on business, as shown in paragraph 4) State particulars of that business, showing—
(b) the date on which the company established a place of business or the period for which it has carried on business, as the case may be; and
6. The company has lodged all the returns, statements, notices and other documents required to be lodged by the company with the Commission.
7. The company
(b) has not had an application made for its winding up that has not been dealt with;
(c) does not have a receiver, or a receiver and manager, appointed, who is acting in respect of the property or part of the property of the company;
(e) has not entered into a compromise or arrangement with another person or other persons, the administration of which has not been concluded; and
(f) has not had an application made for the approval of such a compromise or arrangement, that has not been dealt with.
8. Annexed and signed by the required number of the directors of the company is a declaration in accordance with Companies Form 29.
The Common Seal of the Company was affixed hereto in the presence of
A declaration in writing in accordance with Form 29 signed by all or a majority of the directors of the company, and a report as to the affairs of the company, in accordance with Form 30, that shows the assets and liabilities of the company made up to the latest practicable date before the making of the application, must be annexed to this form.
Registered no.: COMPANIES FORM 29 Sub-paragraph 83 (2) (b) (i)
DECLARATION BY DIRECTORS OF A COMPANY DESIRING TRANSFER OF INCORPORATION
We(1):..............................................................................of(2)................................................................. ........................................................................................of....................................................................... ........................................................................................of....................................................................... being *all/*a majority of the directors of.......................................................................................... Limited, and being present at a meeting of the directors of the company, declare that
(a) we have made an inquiry into the affairs of the company; and
(b) at this meeting we have formed the opinion that the company will be able to pay its debts as they fall due.
A declaration in this form must be annexed to the application under sub-section 83 (1) (Form 28).
Registered no.: COMPANIES FORM 30 Sub-paragraph 83 (2) (b) (ii),
paragraph 328 (1) (b),
REPORT AS TO AFFAIRS sub-sections 329 (1),
335 (4), 347 (5), 375 (1) and
398 (5)
...........................................................................................................................................Limited Assets and Liabilities as at the..............................day of..............................19........
SCHEDULE A(2)
INTERESTS IN LAND
Address and description of property
(1) Valuation
Estimated realizable value
Valuation for rating purposes
Particulars of tenancy
Where possession of deeds may be obtained
Short particulars of title
$
$
$
SCHEDULE B(2)
SUNDRY DEBTORS (INCLUDING LOAN DEBTORS)
Name and address of debtor
Amount owing
Amount realizable
Deficiency
Particulars of security (if any) held
Explanation of deficiency
$
$
$
SCHEDULE C(2)
OTHER ASSETS
Description of deposit or investment
Cost
Amount realizable
$
$
Deposits
Investments
SCHEDULE D(2)
ASSETS SUBJECT TO SPECIFIC CHARGES
Description of asset
Date charge given
Description of charge
Holder of charge
Terms of repayment
(1) Valuation
Estimated realizable value
Amount owing under charge
$
$
$
SCHEDULE E
CLAIMS BY EMPLOYEES
Employee's name and address
Wages
Holiday pay
Long service leave
Estimated liability
$
$
$
$
SCHEDULE F
PREFERENTIAL CREDITORS (OTHER THAN THOSE DETAILED IN SCHEDULE E)
Name and address of preferential creditor
Description of amount owing
Amount owing
$
SCHEDULE G
PARTLY SECURED CREDITORS
Name and address of creditor
Particulars of security held
Nature ofsecurity
Estimated value of security
Amount owing to creditor
Amount estimated to rank as unsecured
$
$
$
SCHEDULE H
UNSECURED CREDITORS
Name and address of creditor
Amount claimed by creditor
Amount admitted as owing
Reasons for difference between amount claimed and admitted (if any)
$
$
SCHEDULE I
CONTINGENT ASSETS
Description of asset
Gross asset
Estimated to produce
$
$
SCHEDULE J
CONTINGENT LIABILITIES
Name and address of creditor
Nature of liability
Gross liability
Estimated to rank for...
$
$
I certify that the particulars contained in the above report as to the affairs of the company are true to the best of my knowledge and belief.
Signature........................................
(1) Indicate in respect of each entry whether cost or net book amount.
(2) Where this report as to the affairs of the company is made for the purposes of sub-section 347 (5) or 398 (5), Schedules A, B, C and D are to show the method and manner of arriving at the valuation of the assets.
1. This report as to the affairs of the company is to be made as at the following dates:
(a) where annexed to an application under sub-section 83 (1)—the latest practicable date before the making of the application;
(b) where submitted to a receiver under sub-section 328 (1)—the date of the receiver's appointment;
(c) where submitted to a receiver under section 329—the date specified by the receiver by notice;
(d) where submitted to a meeting of creditors under sub-section 335 (1)—a date not earlier than the passing of the resolution of the directors that the company is unable to pay its debts as and when they become due, or the date of receipt of a request of a judgment creditor that a meeting of the creditors be called for the purpose of placing the company under official management, as the case may be; or
(e) where submitted to a liquidator under section 375—the date of the winding up order or, if the liquidator specifies an earlier date, that earlier date.
2. This report as to the affairs of the company is to be submitted by, and verified by a statement in writing made by, the following person, in accordance with Form 77—
(a) where the statement is made out for the purposes of sub-section 375 (1)—a person referred to in sub-section 375 (1); or
(b) where the statement is made out for the purposes of sub-section 375 (2)—the person to whom the notice under that sub-section is addressed.
3. Regulation 64 requires the copy of this report as to affairs that is lodged with the National Companies and Securities Commission to be certified in writing to be a true copy of the original report—
(a) in the case of a copy lodged for the purposes of sub-paragraph 328 (1) (c) (i)—by the receiver of property of the company;
(b) in the case of a copy lodged for the purposes of sub-section 335 (15)—by a director or secretary of the company;
(c) in the case of a copy lodged for the purposes of sub-section 347 (11)—by the person who, immediately prior to the appointment of the liquidator, was the official manager of the company; or
(d) in the case of a copy lodged for the purposes of sub-section 375 (7) by the liquidator of the company.
4. Requirements relating to annexures are set out in regulation 8.
Registered no.: COMPANIES FORM 31 Sub-section 83 (3)
CERTIFICATE AUTHORIZING APPLICATION BY COMPANY FOR TRANSFER OF INCORPORATION
This is to certify that.............................................................................a *proprietary/*public company which is (1).......................................................................................incorporated under (2).................... .................... is authorized under section 83, subject to the conditions set out in the Schedule, to apply for registration as a company under a provision of the law of (3)...................................................... that corresponds to section 84.
Given under the seal of the National Companies and Securities Commission at................................ on this........................................day of........................................19........
(1) Insert whether company is—
(d) an unlimited company;
(e) a no-liability company.
(2) Cite law under which the company is incorporated.
(3) Insert name of State or Territory in which incorporation is sought.
Registered no.: COMPANIES FORM 32 Paragraph 84 (2) (a)
APPLICATION BY RECOGNIZED COMPANY FOR REGISTRATION AS A COMPANY
................................................a company incorporated under(1)........................................................ applies to be registered as a company under (2) .................................................................................... 1. The address of the registered office of the corporation in its place of incorporation is......................
……………………………………………………
2. On the........................................day of........................................19........the certificate annexed to this application was issued to the corporation under the provision of the law of (1) ............................................. in which the corporation is incorporated that corresponds with subsection 83 (3).
3. The corporation *has/*has not *established a place of business/*commenced to carry on business in (3)........................................
*4. (To be completed in the case of a company that has established a place of business or commenced to carry on business, as shown in paragraph 3). State particulars of that business, showing—
(b) the date on which the company established a place of business or the period for which it has carried on business, as the case may be; and
5. The corporation
(b) has not had an application lodged to wind it up that has not been dealt with;
(c) has not had a receiver, or a receiver and manager, appointed who is acting in respect of the property or part of the property of the corporation;
(e) has not entered into a compromise or arrangement with another person or other persons, the administration of which has not been concluded; and
(f) has not had an application made for the approval of such a compromise or arrangement that has not been dealt with.
The Common Seal of the Company was affixed hereto in the presence of
(1) Cite law under which incorporated.
(2) Cite law under which registration is sought.
(3) Insert name of State or Territory in which registration is sought.
1. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.
3. The certificate issued to the corporation under the provision of the law of the State or Territory in which the corporation was incorporated that corresponds with sub-section 83 (3) must be annexed to this form, and such documents as are specified by the Commission.
Registered No.: COMPANIES FORM 33 Sub-section 85 (4)
APPLICATION BY FOREIGN COMPANY FOR REGISTRATION AS A COMPANY
..............................a corporation incorporated under (1) ....................................applies to be registered under (2).............................................as
* a company limited by shares.
* a company limited by guarantee.
* a company limited both by shares and by guarantee.
* an unlimited company.
* a no liability company.
1. The address of the registered office of the corporation in its place of incorporation is....................
………………………………………………………………………………………………………...
2. The corporation is authorized by the law of (3)............................................................................... to apply for the transfer of its incorporation.
3. The corporation *has/*has not *established a place of business/*commenced to carry on business in(4) ....................................................................................................................................
*4. (To be completed in the case of a corporation that has established a place of business or commenced to carry on business, as shown in paragraph 3). State particulars of the business, showing
(b) the date on which the corporation established a place of business or the period for which it has carried on business, as the case may be; and
*5. (To be used where the law of the place of incorporation does not require the members of the corporation or any specified proportion of those members to consent to the application for transfer.)
At a meeting of the corporation held on the.............................................. day of ......................................19........, of which not less than 21 days notice was given, specifying the intention of the corporation to apply for the transfer,.......................................members (being not less than 75% of the members who, being entitled to do so, voted in person or by proxy) consented to the transfer of incorporation.
*6. (To be used where the corporation is applying to be registered as a company having a share capital.) The following particulars must be supplied:
(a) the rate at which it is proposed to convert the share capital into Australian currency is............
(b) the nominal share capital of the corporation is........................................and is divided in the following manner:
(c) the number of shares of each class taken up and the amount paid on each share is as follows:
*(d) the name and address of each of the shareholders and the number and class of shares held by each person named is as follows:
7. The corporation—
(b) has not had an application lodged to wind it up that has not been dealt with;
(c) has not had a receiver, or a receiver and manager, appointed, who is acting in respect of the property or part of the property of the corporation;
(e) has not entered into a compromise or arrangement with another person or other persons, the administration of which has not been concluded;
(f) has not had an application made to a court for the approval of a compromise or arrangement with another person or other persons that has not been dealt with; and
(g) is not subject in any other jurisdiction to a process that is equivalent to a process referred to in paragraphs (a) to (f).
Dated at....................................................................................on this.......................................day of ........................................19........
The Common Seal of the Corporation was affixed hereto in the presence of—
(1) Cite law under which incorporated.
(2) Cite law under which registration is sought.
(3) Insert place of incorporation.
(4) Insert name of State or Territory in which registration is sought.
1. In relation to paragraph 2, evidence that the application is not contrary to any law in the place of incorporation that relates to the transfer of incorporation must be annexed to this application.
2. In relation to paragraph 5, evidence that the requirements in relation to the meeting of members have been fulfilled or evidence of compliance with the law of the place of incorporation relating to the consent of members to the transfer must be annexed to this application.
3. In relation to paragraph 6, if the corporation claims, by virtue of sub-section 85 (6), an exemption from providing the information required by paragraph (d), evidence in support of the claim should be annexed to the application.
4. In relation to paragraph 7, evidence that the corporation is not, by reason of any of the matters mentioned in that paragraph, disqualified from making this application must be annexed to this application.
5. The following items must be annexed to this application
(a) a certified copy of—
(i) the certificate of incorporation or registration of the corporation in the place of incorporation or a document having the same effect; and
(ii) the constituent document or each of the constituent documents of the corporation, that, within the previous 3 months or such longer period as the Commission, in a special case, permits, each of which has been certified to be a true copy by the person or body to whom the custody of the original document was committed under a law in force in the place in which the company is formed or incorporated, being a person or body who exercises under that law functions similar to those exercised by the Commission;
(b) the documents required to be lodged in pursuance of paragraph 85 (4) (f); and
(c) such other documents or information as may be required by the Commission in pursuance of paragraph 85 (4) (g).
6. Requirements relating to annexures are set out in regulation 8.
Registered no.: COMPANIES FORM 34 Sub-section 86 (5)
CERTIFICATE OF REGISTRATION ON TRANSFER OF INCORPORATION
This is to certify that, on and from the......................................day of........................................19........, ........................................a *proprietary/*public company that is (1)...................................................... was registered under Division 4 of Part III and is deemed to be a company duly registered under the Companies Act 1981.
Given under the seal of the National Companies and Securities Commission at................................... on this........................................day of........................................19........
(1) Insert whether company is—
(d) an unlimited company;
(e) a no liability company.
Registered no.: COMPANIES FORM 35 Sub-section 113 (1)
The shares referred to in this return were allotted(1) *on the ........................................ day of........................................ 19......../*between the ........................................ day of ........................................ 19........ and the ........................................day of ........................................ 19........
3. (4) The names and addresses of the allottees of shares in the company and the numbers and classes of shares allotted to them are as follows:
Signature of *Director/*Secretary/*Principal Executive Officer............................................................
CERTIFICATE(6)
(This certificate need not be completed if paragraph 3 of this form is completed.)
I certify in relation to...........................................................................................................Limited that
(b) the company keeps its principal share register at a place within 25 kilometres of the office of (7).................................................................................................................................................;
(c) the company provides reasonable accommodation and facilities for persons to inspect and take copies of its list of members and its particulars of shares transferred; and
*(d) the shares referred to in this return were allotted for cash.
*(d) the shares referred to in this return were allotted for a consideration other than cash and the number of persons to whom the shares have been allotted exceeds 500.
(1) Shares subscribed for in the Memorandum shall be deemed to have been allotted as at the date of incorporation under sub-section 113 (6) and must be included in the first return.
(2) Where the capital of the company is divided into shares of different classes, the class of shares to which each share comprised in the allotment belongs is to be stated. In the case of the first return, shares subscribed for in the memorandum are to be included in this return and identified as such.
(3) If the allotment is made for shares fully paid or partly paid up otherwise than in cash pursuant to a contract in writing, the company shall lodge with this return the contract evidencing the entitlement of the allottee or a copy of any such contract certified in accordance with regulation 12. In the event of a certified copy being lodged, sub-section 113 (4) requires the original contract duly stamped to be produced at the same time to the Commission.
(4) Where, by virtue of sub-section 113 (2), a company does not include in paragraph 3 of this form the particulars mentioned in paragraph 113 (1) (d), the company shall complete the certificate set out in this form.
(5) Insert all Christian or given names, or at least one Christian or given name and other initials.
(6) This certificate must be completed if paragraph 3 of this form is not completed, except where the company lodging the return is a no liability company and the shares referred to in the return were allotted for cash.
(7) Insert name of Corporate Affairs Commission for the Territory.
1. Where shares are allotted for consideration other than cash, the return should be accompanied by the contract (see sub-sections 113 (3) and (4)) or if there is no contract by the statement in accordance with Form 36.
Registered no.: COMPANIES FORM 36 Sub-section 113 (5)
STATEMENT CONTAINING PARTICULARS OF SHARES ALLOTTED OTHERWISE THAN FOR CASH
1. The allotment of..................................shares to..........................................................................of .............................................on the..........................day of.....................................................19......... was made
*pursuant to a contract not reduced to writing.
*pursuant to a provision in the memorandum or articles.
*in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders.
*pursuant to the application of moneys held by the company in an account or reserve in paying up or partly paying up unissued shares to which the shareholders have become entitled.
*2. Particulars sufficient to show the entitlement of the allottees to the allotment of shares where the allotment was made pursuant to—
*a contract not reduced to writing
*a provision in the memorandum or articles areas follows:(1)
*3. The particulars of the resolution or other authority by virtue of which
*an allotment was made in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders
*an account or reserve was applied directly in paying up or partly paying up shares areas follows:(2)
* (3)4. The particulars of the consideration in respect of which the allotment of shares was made are as follows: (4)
Signature of *Director/*Secretary/*Principal Executive Officer.............................................................
(1) Set out nature and date of, and parties to, the contract, or insert "Clause/s numbered in the memorandum" or "Article/s numbered..........................................................................................".
(2) Set out the date and a summary of the provisions of the resolution or other authority.
(3) This paragraph is to be completed if paragraph 2 is completed; otherwise it is to be struck out."
(4) The particulars to be given are as follows:
1. If the consideration for the allotment of the shares is services or any consideration other than that mentioned in paragraph 2 of this footnote, state the nature of that consideration.
2. If the allotment is made in satisfaction or part satisfaction of the purchase price of property, give a brief description of that property and the following particulars of the manner in which the purchase price is to be satisfied:
Total amount deemed as paid in shares allotted otherwise than in cash ......
Amount of debt released or liabilities assumed (including mortgages on property).
$
Total purchase price..................................
$
3. Give full particulars in the form of the following table of the property referred to in paragraph 2 of this footnote which is the subject of the sale, showing in detail how the total purchase price is apportioned between each item:
Freehold property and fixed plant and machinery and other fixtures ............
Fixed plant and machinery on leasehold property (including tenant's trade and other fixtures)
$
Equitable interests in freehold leasehold other chattels.....................
$
Loose plant and machinery, stock in trade and other chattels.................
$
Goodwill and benefit of contracts...................................
$
Patents, designs and trademarks, licences, copyrights, &c...................
$
Book and other debts...........................................
$
Cash in hand and at bank on current account, bills, notes, &c.................
$
Cash on deposit at bank and elsewhere...............................
$
Shares, debentures and other investments..............................
$
Other property, viz:............................................
$
1. This statement is to be lodged with the Return of Allotment of Shares (Form 35).
Registered no.: COMPANIES FORM 37 Paragraph 117 (1) (c)
STATEMENT OF PAYMENT IN RELATION TO SUBSCRIPTION FOR SHARES
1. The payment is not prohibited by the memorandum or articles of association.
*2. The amount agreed to be paid as...............................................(1) for subscribing or agreeing to subscribe, procuring, or agreeing to procure, subscriptions, for any shares in the company is $.......
*3. The rate of payment for subscribing or agreeing to subscribe, procuring, or agreeing to procure, subscriptions, is.......% of the price at which the shares are issued.
4. The company will become liable to make the payment on the............day of.......................19.........
5. The number of shares for which persons have agreed, for a payment, to subscribe absolutely is...............
(Signatures of not fewer than 2 directors or proposed directors)
(1) Specify nature of payment, for example whether commission, brokerage or discount.
Registered no.: COMPANIES FORM 38 Sub-section 120 (8)
NOTICE OF REDEMPTION OF REDEEMABLE PREFERENCE SHARES
1. ......................................................................................Limited gives notice that on the.................... ....................day of......................................19........(1) .........................................redeemable preference shares to the nominal value of $................were redeemed out of *profits/*the proceeds of a fresh issue of shares.
2. The shares redeemed were (2).......................
Signature of *Director/*Secretary/*Principal Executive Officer............................................................
(1) Insert number of shares.
(2) Supply particulars, including numbers of share certificates.
Registered no.: COMPANIES FORM 39 Sub-section 123 (8)
CERTIFICATE OF REGISTRATION OF SPECIAL RESOLUTION AND COURT ORDER IN RELATION TO REDUCTION OF SHARE CAPITAL
This is to certify that—
(a) a certified copy of a special resolution reducing the share capital of............................................
.........................Limited, date.....................................19........, was registered by the Commission on the........................................day of.......................19........;
(b) an office copy of the order of the Supreme Court of.......................................................made on ............................................................19.........confirming the reduction of the share capital of ...............................................................................Limited, was registered by the Commission on the..........................................day of........................................19........
Given under the seal of the National Companies and Securities Commission at .................................. on this........................................day of........................................19........
Registered no.: COMPANIES FORM 40 Sub-section 124 (1)
STATEMENT OF SPECIAL RIGHTS CARRIED BY SHARES
1.............................................................................Limited allotted, on the........................................day of........................................19........, the (1)........................................................shares described in the Schedule.
2. Each share has a nominal value of $....................
Name of holder
No. of shares
Description of rights attached to shares
Class of shares
Signature of *Director/*Secretary/*Principal Executive Officer............................................................
(1) State number of shares.
Registered no.: COMPANIES FORM 41 Sub-section 124 (2)
RETURN SHOWING DIVISION OR CONVERSION OF SHARES INTO CLASSES
...........................................................................................Limited gives notice that on the................... ...............day of...................................................19.........the shares in the company were *divided into classes/*converted into shares of another class, as follows:
*A. Where shares were formerly not divided into classes
Particulars of division
1. Class
2. Number of shares
3. Nominal value of each share
$
*B. Where shares are converted into shares of another class Particulars of shares before and after conversion
Before conversion
After conversion
1. Class of share
2. Number of shares
3. Nominal value of each share
$
$
Signature of *Director/*Secretary/*Principal Executive Officer.............................................................
1. Take notice that..................................................of..........................................................................on the...............................day of..............................19........became a substantial shareholder. Particulars of the voting shares in which that substantial shareholder or an associate had a relevant interest or relevant interests at that date are set out as follows in respect of each holder of a relevant interest:
(a) each name and address;
(b) the number and description of the voting shares in which each relevant interest is held;
(c) (1)the name and address of each person registered as holder of the voting shares in which the relevant interest is held;
(d) (1)the name and address of each person entitled to become registered as holder of the voting shares in which the relevant interest is held;
(c) the date of each acquisition of a relevant interest within the previous 12 months and the number of voting shares acquired at that date, if any;
(f) the valuable consideration for each acquisition in the previous 12 months, including the nature of any part that did not consist of money.
2. (a) The total number of voting shares in which the substantial shareholder and his associates have relevant interests is..........................................................................................................................
(b) The total number of voting shares set out in sub-paragraph (a) is....................% of the total number of voting shares in the company.
3. Reasons why a person named in paragraph 1 is considered an associate for the purposes of Division 4 of Part IV are as follows:
4. (2) Particulars of any contract, scheme, arrangement or other circumstance by reason of which the substantial shareholder or an associate, as the case may be, acquired the relevant interest or relevant interests referred to above (exclude particulars relating to interests acquired more than 12 months previously), where the holder has, throughout the period of 12 months immediately preceding the date of the notice, been the registered shareholder of those shares, are as follows:
5. Particulars of the nature of the relevant interests are as follows:
*6. (3) Particulars of any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers of those shares are as follows:
*7. Particulars of any additional benefit that any person from whom a relevant interest was acquired has, or may, become entitled to receive, whether upon the happening of a contingency or not, in relation to that acquisition, other than the valuable consideration mentioned in paragraph 1, are as follows:
Signature of *Director/*Principal Executive Officer/*Secretary/*substantial shareholder
(2) Where sub-regulation 46 (1) applies, a copy of the contract, scheme or arrangement, or where applicable, a memorandum giving full particulars of the contract, scheme, arrangement or other circumstances, must be annexed to this form together with a statement in writing verifying the copy or memorandum.
(3) Indicate clearly in respect of which group of voting shares the qualification applies.
1. This form must contain particulars of relevant interests held by a person or his associates at the date on which that person became a substantial shareholder. Notice of any change in those particulars must be given, if required, in accordance with Form 42, 43 or 44, prescribed for the purposes of subsection 137 (1), 138 (1) or 139 (1), as the case may be.
2. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.
1. Take notice that..........................................of.........................................., a substantial shareholder, gives notice of a change in relevant interests. Particulars relating to the relevant interests and changes including a change in relevant interests of an associate of the substantial shareholder are set out below.
A. Particulars before change
(a)
(i) Name and address of holder
of relevant interest.............................................................
as holder of voting shares (1) ....................................................
(b) The total number of voting shares in which the substantial shareholder and his associates held relevant interests was.....................................................................................................................
(c) The total number of voting shares set out in paragraph (b) was..............................% of the total number of voting shares in the company.
(d) Reasons why a person named in paragraph (a) was considered an associate for the purposes of Division 4 of Part IV are as follows:
B. Particulars relating to change
(a) The date of change in relevant interest was ...................................................................................
(b) Particulars of the valuable consideration given in relation to the change, including nature of that part that did not consist of money, are as follows:
(2) (c) Particulars of any contract, scheme, arrangement or other circumstances by reason of which the change in the relevant interest (s) occurred are as follows:
(3) (d) Particulars of any qualification of the power of a person to exercise, control the exercise of or influence the exercise of, the voting powers of those shares in which the relevant interest in which the change occurred is held, are as follows:
(e) Particulars of any additional benefit that a person has, or may, become entitled to receive, whether upon the happening of a contingency or not, as a consequence of a change in a relevant interest, particulars of which are set out in this form, are as follows:
C. Particulars after change
(a)
(i) Name and address of holder
of relevant interest.............................................................
(ii) Number and description of
voting shares in which relevant
interest is held after change......................................................
(iii) Name and address of person
entitled to become registered as
holder of voting shares after change ...............................................
(b) The total number of voting shares in which the substantial shareholder and his associates hold relevant interests is
(c) The total number of voting shares set out in paragraph (b) is..............................% of the total number of voting shares in the company.
Signature of *Director/*Secretary/*Principal Executive Officer/*substantial shareholder
(2) In accordance with regulation 47 a copy of the contract, scheme or arrangement, or where applicable, a memorandum giving full particulars of the contract, scheme, arrangement or other circumstances, must be annexed to this form together with a statement in writing verifying the copy or memorandum.
(3) Indicate clearly in respect of which group of voting shares the qualification applies.
This form must contain particulars of the change in the relevant interest or relevant interests to which it refers as at the date of the change. Notice of any subsequent change in those particulars must be given in an additional notice in accordance with Form 42, 43 or 44, prescribed in pursuance of sub-section 137 (1), 138 (1) or 139 (1), as the case requires.
Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.
Requirements relating to annexures are set out in regulation 8.
COMPANIES FORM 44 Sub-section 139 (1)
NOTICE OF PERSON CEASING TO BE A SUBSTANTIAL SHAREHOLDER
Take notice that.....................................................of.............................................has ceased to be a substantial shareholder or associate of a substantial shareholder. Particulars relating to each relevant interest disposed of and of the disposal are set out below.
A. Particulars before change
(a) Name and address of holder of relevant interest....................................
(b) Number and description of voting shares.........................................
(c) Name and address of any person registered as holder of voting shares (1)................
B. Particulars consequent on change
(a) Name and address of any person entitled to become registered as holder of voting shares (1)
(b) Date on which person ceased to be a substantial shareholder..........................
(c) Valuable consideration for disposal of relevant interest including nature of that part that did not consist of money
(d) Name and address of holder of relevant interest
(2) Particulars of any contract, scheme, arrangement or other circumstances by reason of which the person ceased to be a substantial shareholder are as follows:
Particulars of any additional benefit that the person or an associate has, or may, become entitled to receive, whether upon the happening of a contingency or not, as a consequence of ceasing to be a substantial shareholder, are as follows:
The nature of each relevant interest disposed of is as follows:
Signature of *Director/*Principal Executive Officer/*Secretary/*former substantial shareholder
(2) In accordance with regulation 48 a copy of the contract, scheme or arrangement, or where applicable, a memorandum giving full particulars of the contract, scheme, arrangement or other circumstance, must accompany this form together with a statement in writing verifying the copy or memorandum.
This form must contain particulars of the disposal of the relevant interest or relevant interests to which it refers as at the date of the disposal. Notice of any subsequent change in those particulars must be given, if required, in an additional notice in accordance with Form 42, 43 or 44, prescribed in pursuance of sub-section 137 (1), 138 (1) or 139 (1), as the case requires.
Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure.
Requirements relating to annexures are set out in regulation 8.
Registered no.: COMPANIES FORM 45 Sub-section 153 (6)
NOTICE OF APPOINTMENT OF SUCCESSOR IN PLACE OF TRUSTEE FOR HOLDERS OF DEBENTURES
(2)...........................................................................................................Limited gives notice that on the ...................................................day of........................................, 19.........it was appointed trustee for the holders of debentures of (')...............................................................................Limited under a trust deed dated the ..........................................................day of....................................., 19........, in place of (3)........................................
Signature of *Director/*Secretary/*Principal Executive Officer.............................................................
(1) Insert name of borrowing corporation.
(2) Insert name of successor.
(3) Insert name of former trustee.
Registered no.: COMPANIES FORM 46 Sub-section 173 (1)
RETURN BY MANAGEMENT COMPANY
The name (if any) of the scheme is:
The date of the deed to which the scheme relates is:
The deed *has/*has not been amended.
The names of the parties to the deed are:
The date to which this return is made up (being the last day of the relevant financial year of the scheme to which the deed relates) is:
(1) 1. The following is a list of the persons who, on the date to which this return is made up, were the holders of the prescribed interests to which the deed relates:
Name
Address
Nature and extent of prescribed interests to which scheme relates
The following is a summary of all purchases and sales of land and marketable securities affecting the prescribed interests of the holders during the relevant financial year ending on the date to which this return is made up, and of all other investments affecting the interests of the holders made during that relevant financial year, showing the descriptions and quantities of those investments:
The following is a statement of the total amount of brokerage or other benefits affecting the prescribed interests paid or charged by the management company during the relevant financial year ending on the date to which this return is made up and the proportion paid to any stock or share broker, or any partner, employee or nominee of any stock or share broker, who is an officer of the company and the proportion retained by the company:
(2)4. The following is a list of all parcels of land and marketable securities, and other investments, to which the Certificate relates, held by the trustee or representative in relation to the deed, as at the date to which this return is made up, showing the value of the land, securities or other investments and the basis of valuations:
Signature of *Director/*Secretary/*Principal Executive Officer.............................................................
(3)CERTIFICATE
I certify, in relation to..............................................................................................Limited, that
(a) the company keeps a register of holders of prescribed interests to which this return relates at a place within 25 kilometres of the office of the(4)........................................;and
(b) the company provides reasonable accommodation and facilities for persons to inspect and take copies of its list of holders of prescribed interests to which this return relates.
Signature of *Director/*Secretary..................................................................
(1) Where, by virtue of sub-section 172 (5), a management company does not, in respect of a relevant financial year applicable to the deed with which the company is concerned, include in paragraph 1 of this form the list of persons referred to in paragraph 173 (1) (c), the management company shall complete the certificate set out in this form.
(2) If the prescribed interests relate to a specific interest in any property, set out a description of the property and of its location sufficient to identify the property.
(3) This certificate is not to be completed if paragraph 1 of this form is completed.
(4) Insert name of Corporate Affairs Commission for the Territory.
A copy of the statement of accounts and auditor's report, prepared in respect of the relevant financial years in pursuance of covenants to which paragraph 168 (1) (c) refers, shall be annexed to this form.
Registered no.: COMPANIES FORM 47 Paragraphs 201 (1) (a) and (5) (a), sub-paragraph 202 (1) (a) (i)
NOTICE OF PARTICULARS OF CHARGE
Take notice that a charge * was created by/*exists on property acquired by......................................
Limited, particulars of which are set out below.
1. (a) The *charge was created on.....................................................
*property the subject of a charge was acquired on................................
(b) The charge is *fixed/*floating/*(fixed and floating.
(c) The creation of subsequent charges *is/*is not restricted or prohibited.
(d) The liability (whether present or prospective) secured by the charge is: (describe briefly)
(e) The property charged is: (describe briefly)
(f) The charge is created or evidenced by *a resolution/*an instrument/*a deposit/*con-duct: (1)
*(g) (To be used if the charge is constituted by a debenture or debentures) The name of the trustee for the debenture holders is (if there is no trustee, say so):
*(h) (To be used if paragraph (g) does not apply or there is no trustee) The name of the char-gee is:
*(i) The amount, or rate per cent, of the commission, allowance or discount paid or made either directly or indirectly by the company to a person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure, subscriptions, whether absolute or conditional, for any of the debentures included in this notice is:
*(2)2. The following documents are lodged with this notice:
a copy of *the resolution/*each of the resolutions pursuant to which the *company/*foreign company issued the series of debentures constituting the charge;
a statement in writing verifying that the *copy/*copies of the resolution(s) *is/*are *a true copy/*true copies;
a copy of the first debenture issued in the series;
a statement in writing verifying the execution of the first debenture.
*(3)3. The following documents are lodged with this notice:
(*a copy of) *the instrument/*each instrument creating or evidencing the charge;
*(4) a statement in writing verifying that the *copy/*copies of the instrument(s) *is/*are *a true copy/*true copies;
*(5) a statement in writing verifying the execution of each instrument.
*4. This notice has been lodged in accordance with an exemption granted by the Commission by instrument in writing in accordance with sub-section 215 (1). A copy of the instrument is annexed.
(1) A short description of the conduct is to be given.
(2) To be used where documents are lodged with the notice in accordance with paragraph 201 (1) (b) or (5) (b) or sub-paragraph 202 (1) (a) (ii).
(3) To be used where documents are lodged with the notice in accordance with paragraph 201 (1) (c) or (5) (c) or sub-paragraph 202 (1) (a) (iii).
(4) To be used where a copy is lodged.
(5) This statement is not required where the notice lodged is in respect of property acquired by the company that is subject to an existing charge.
(6) State capacity in which person signs. See section 208.
1. By virtue of sub-sections 201 (6) and 202 (2) respectively, where a notice is lodged in relation to a charge, being a charge in relation to which paragraph 201 (1) (b) or (c) or (5) (b) or (c) applies, or to which sub-paragraph 202 (1) (a) (ii) or (iii) applies, the documents specified in that paragraph or sub-paragraph, as the case requires, must be annexed.
2. Attention is directed to sub-section 203 (4), which states that where a notice in respect of a charge on property of a company is lodged with the Commission under section 201 or 202 (whether during or after the period within which the notice was required to be lodged) and a document that accompanies that notice has not been duly stamped as required by any applicable law relating to stamp duty, the Commission shall cause to be entered in the Register the time and date when the notice was lodged and the particulars referred to in paragraphs 203 (2) (a), (b), (c) and (d), but shall cause the word "provisional" to be entered in the Register next to the entry specifying that lime and date.
Registered no.: COMPANIES FORM 48 Paragraphs 201 (1) (b), (2) (b), (5) (b) and (5) (d) and
sub-paragraph 202 (1) (a) (ii)
VERIFICATION OF RESOLUTION AUTHORIZING ISSUE OF DEBENTURES
1. I...............................................................................state that I am(1)................................................... of.......................................................................................................Limited.
2. The *copy/*copies of the resolution (s) annexed to this statement and marked....................(2) *is/*are *a true copy/*true copies of the resolution(s) passed by the corporation—
*authorizing the issue of a series of debentures constituting the charge referred to in the notice in accordance with Form 47 with which this statement is lodged.
*authorizing the further issue of debentures in a series of debentures.
(3)*3. I was present and saw the execution of the first debenture in the series.
*4. A true copy of that debenture is annexed to this statement and marked......................(2)
(1) State capacity in which person supplies the verification
(3) Not to be used in relation to an issue of debentures pursuant to a further resolution or resolutions passed after the issue of the first debenture in the series, or where the company has acquired property subject to a charge.
Registered no.: COMPANIES FORM 49 Paragraphs 201 (1) (c) and (5) (c) and
sub-paragraph 202 (1) (a) (iii)
VERIFICATION OF COPY OF INSTRUMENT CREATING OR EVIDENCING A CHARGE
state that I am(1).......................................................................of.................................................... ......................................................................Limited.
(2)2. The *copy/*copies of the instrument(s) annexed to this statement and marked........(2) *is/*are *a true copy/*true copies of the instrument(s) creating or evidencing the charge referred to in the notice in accordance with Form 47 with which this statement is lodged.
(')*3. I was present and saw the execution of the instrument(s).
(1) State capacity in which person supplies the verification.
(3) Not to be used where the company has acquired property subject to a charge.
Registered no.: COMPANIES FORM 50 Sub-section 206 (1)
NOTICE OF ASSIGNMENT OF CHARGE
1. Take notice that on the..................................................day of................................................19........, *I.............................of.............................../*................................................................................Limited
became the holder of a registrable charge on the property of.....................................................Limited.
(1) Set out sufficient particulars to enable the charge to be identified, including the date on which the charge was created, the registered number (if any) of the charge, the date on which any notice was lodged and the name and address of any previous holder of the charge.
(2) State capacity in which person signs. If a corporation has acquired the charge, a director or secretary or the principal executive officer of the corporation or, in the case of a foreign company, the agent of the foreign company, may sign the notice.
Registered no.: COMPANIES FORM 51 Sub-section 206 (2)
NOTICE OF VARIATION IN TERMS OF CHARGE
1. Take notice that on the........................................day of............................................19........the terms of a registrable charge on the property of..........................................................Limited were varied.
2. Particulars of the charge are as follows: (1)
3. Particulars of the variation in terms of the charge are as follows:(2)
4. *The *instrument/*certified copy of the instrument effecting the variation is annexed and marked ............(3).
(1) Set out sufficient particulars to enable the charge to be identified, including the date on which the charge was created, the registered number (if any) of the charge, the date on which any notice was lodged and the name and address of any previous holder of the charge.
(2) Particulars are required of any variation that has the effect of
(a) increasing the amount of the debt or increasing the liabilities (whether present or prospective) secured by the charge; or
(b) prohibiting or restricting the creation of subsequent charges on the property.
(4) State capacity in which person signs. If a corporation has acquired the charge, a director or secretary or the principal executive officer of the corporation, or in the case of a foreign company the agent of the foreign company, may sign the notice.
(1) Registered no.: COMPANIES FORM 52 Sub-section 207 (1)
*MEMORANDUM OF PAYMENT OR DISCHARGE OF DEBT OR LIABILITY
*MEMORANDUM OF RELEASE OF PROPERTY OR PART OF PROPERTY FROM CHARGE
(2).........................................................in relation to the (3)...................................................................... dated the.............................day of............................................................19........numbered.................... in the Register of Company Charges and created by (4).............................................................Limited in favour of...............................................................................................gives notice that
*the charge mentioned above was on the....................................day of................................19.........
paid or satisfied *in whole/*in part to the extent of $.............................
*the *property/*part of the property described in the Schedule was released from the charge.
Signature of holder of charge (5)...........................................................
(1) Insert registered number of company creating the charge.
(2) Insert name of person last entitled to the benefit of the charge.
(3) Insert description of instrument creating or evidencing the charge, e.g. "trust deed", "mortgage", "debenture".
(4) Insert name of chargor corporation. If the name of the chargor corporation has changed since the creation of the charge, then also insert the name of the chargor corporation when the charge was created.
(5) If the holder of the charge is a company, the memorandum may be signed by a director or secretary or the principal executive officer.
1. A reference to the person last entitled to the benefit of the charge shall, if the charge was constituted by a debenture or debentures and there was a trustee for debenture holders, be construed as a reference to the person who was the trustee for debenture holders.
Registered no.: COMPANIES FORM 53 Sub-section 210 (1)
CERTIFICATE SETTING OUT PARTICULARS OF A CHARGE
1. This is to certify that a notice in respect of a charge on property of....................................................
..............................Limited was lodged at..........*a.m./*p.m. on the..........................day of.................... 19........and was allocated number........................................
2. The particulars entered in the Register of Company Charges are those set out in the annexure marked..................................(1)
*3. The word "provisional" appears in the Register of Company Charges.
Given under the seal of the National Companies and Securities Commission at.................................... on this........................................day of........................................19........
Registered no.: COMPANIES FORM 54 Sub-section 210 (3)
CERTIFICATE OF ENTRY OF PARTICULARS OF A CHARGE
This is to certify that a notice in respect of a charge on property of........................................................
Limited was lodged at.......*a.m./*p.m. on the.......................day of...........................19.......
Particulars of the charge were entered in the Register of Company Charges in accordance with Division 9 of Part IV and the charge was allocated number...............
The name of the trustee for the debenture holders is:
*The name of the chargee is:
Given under the seal of the National Companies and Securities Commission at................................... on this...........................................day of........................................19........
Registered no.: COMPANIES FORM 55 Sub-paragraph 84 (2) (b) (ia) and paragraph 85 (4) (fa)
* as from the date of incorporation the address of the proposed registered office will be..................
* as from the date of commencement of registration the address of the proposed registered office will be.............................................
* as from the........................................day of........................................ 19........the situation of the registered office has been changed from........................................to........................................
* the hours during which the proposed registered office will be open and accessible to the public in accordance with paragraph 216 (1) (a) are...................................................................................
* as from the date of commencement of registration the hours during which the proposed registered office will be open and accessible to the public in accordance with paragraph 216 (1) (a) are......................................................
* as from the ........................................ day of........................................ 19........ the hours during which the registered office is open and accessible to the public in accordance with paragraph 216 (1) (a) are......................................................
* as from the ........................................day of........................................ 19........the hours during which the registered office is open and accessible to the public in accordance with paragraph 216 (1) (a) have been changed to......................................................................................................
(1) Signature of *Director/*Secretary/*Principal Executive Officer/*of/*Agent/*Subscriber
(1) Where the agent is a company, the form must be signed by a director or secretary or the principal executive officer of the agent.
1. In accordance with section 530a, specify the full address, or the full new address, as the case requires, of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
2. In accordance with section 530a, where a corporation is not to occupy premises the address of which is specified in the notice as the address of its office, the consent of the occupier of the premises, in accordance with Form 150, must be annexed to that notice.
Registered no.: COMPANIES FORM 56 Sub-section 220 (1)
CONSENT TO ACT AS DIRECTOR
*I/*We consent to act as director(s) of the company.
1. Where this consent is signed by an agent authorized in writing for the purpose, regulation 54 requires the authority or a verified copy of the authority to be annexed to this consent when it is lodged.
Registered no.: COMPANIES FORM 57 Paragraph 220 (1) (b)
UNDERTAKING BY DIRECTOR TO TAKE AND PAY FOR QUALIFICATION SHARES
I..........................................................................of................................................................................... undertake to take from the company and to pay for....................shares of $....................each in the capital of the company, being the number of shares required by the provisions of the articles of association of the company to qualify as a director of the company.
Registered no.: COMPANIES FORM 58 Paragraph 220 (1) (c)
STATEMENT BY DIRECTOR OF REGISTRATION OF QUALIFICATION SHARES
2. the articles of association of the company provide that a director's shareholding qualification shall be the holding of at least.........................shares in the company;
3. ....................shares in the company are registered in my name in the register of members of the company.
Registered no.: COMPANIES FORM 59 Paragraph 220 (1) (d)
STATEMENT BY DIRECTOR OF ENTITLEMENT TO QUALIFICATION SHARES
1,...........................................................................of......................................................................., state
1. I am a director of the company;
2. the articles of association of the company provide that a director's shareholding qualification shall be the holding of at least....................shares in the company;
3. the company is formed or intended to be formed by way of reconstruction of, or to acquire shares in(1)........................................;
4. I am a shareholder in (1)..........................................;
5. as a shareholder, I shall be entitled to receive...................................................................shares in ......................................................................Limited by virtue of the terms of an agreement relating to the reconstruction, and to have those shares registered in my name in the register of members of the company.
(1)Insert name of other corporation or names of other corporations in group of corporations.
Registered no.: COMPANIES FORM 60 Sub-section 220 (4)
LIST OF PERSONS WHO HAVE CONSENTED TO BE DIRECTORS
(6)Signature of *Director/*Secretary/*Principal Executive Officer........................................................
(1) Paragraph 238 (7) (b) requires that a return notifying the Commission of a person having ceased to be or having become a director contain, with respect to each person who is, at the time of the lodgment of the return, a director of the company, the particulars required to be specified in the register.
(2) Where a director is also the principal executive officer or secretary, particulars are to be given under each of the appropriate headings.
(3) Insert usual residential address.
(4) Insert particulars of directorships held by the director in other corporations that under the law of a State or Territory are public companies or subsidiaries of public companies, but not particulars of directorships held by the director in a corporation that, by virtue of sub-section 7 (5), is deemed to be a related corporation. Where a person is a director in one or more subsidiaries of the same holding company, it is sufficient to disclose that the person is the holder of one or more directorships in the group of companies and the group may be described by the name of the holding company with the addition of the word "Group". If no other directorships are held, say so.
(5) Insert in relation to a new officer "Appointed" or "In place of (former officer's name)". Insert in relation to a former officer "Died", "Resigned", "Removed", or as the case may be. Where there is no change, insert "Continuing".
(6) This form shall not be signed by an officer shown on it as having resigned.
Registered no.: COMPANIES FORM 62 Sub-section 238 (9)
give notice, as required by your notice timed.......................................... 19 ...... that
* I am a (1).........................................................of................................................................... Limited
* I have never been a (1)..........................................................of............................................ Limited.
* I ceased to be a (1).............................................of............................................................ Limited on the........................................day of........................................19........
(1) Insert "director", "principal executive officer" or "secretary", as the case requires
Registered no.: COMPANIES FORM 63 Sub-section 238 (10)
CERTIFICATE AS TO HOLDING OF THE OFFICE. OF DIRECTOR, PRINCIPAL EXECUTIVE OFFICER OR SECRETARY
This is to certify that, from the returns lodged with the (1)................................................................for the purposes of section 238 or a corresponding provision of a previous law of (2)................................ it appears that.........................................of..................................................................was................ of.....................................................................................Limited
*from the.................................day of..............................19........up to and including the........................ day of..............................19........
*as at the........................................day of........................................19........
Given under the seal of the National Companies and Securities Commission at.................................... on this........................................day of........................................19........
* Strike out whichever is inapplicable,
(1) Insert name of Corporate Affairs Commission for the Territory.
Registered no.: COMPANIES FORM 64 Sub-sections 239 (3) and (4)
1. The statutory meeting is to be held on the..............................day of...................................19........
2. The total number of shares allotted is..............................
The number of shares allotted as fully paid up in cash is..............................
The number of shares allotted as subject to the payment of the full nominal amount in cash and which are partly paid up is............................
The number of shares allotted as fully paid up otherwise than in cash is............................
The number of shares allotted as partly paid up otherwise than in cash, namely, to the extent of.............................per share, is..................
(1)3. The consideration for the allotment of shares fully or partly paid up otherwise than in cash is as follows:
4. The total amount of cash received in respect of shares allotted as fully paid up in cash is $..................
The total amount of cash received in respect of shares allotted as subject to the payment of the full nominal amount in cash and which are partly paid up is $.....................
The total amount of cash received in respect of shares allotted as partly paid up otherwise than in cash is $..................
5. The receipts and payments of the company up to the........................................day of.................... ....................19.........being a date within 7 days of the date of this report, are as follows:
6. An account or estimate of the preliminary expenses of the company is as follows: $
7. The names, addresses and descriptions of the directors, trustees for holders of debentures (if any), auditors (if any), principal executive officer (if any) and secretaries of the company are as follows:
DIRECTORS. TRUSTIES FOR HOLDERS OF DEBENTURES AND PRINCIPAL EXECUTIVE OFFICER
Office in company
Surname
Christian or given names
Address(2)
Description(3)
Directors ...............
Trustees for holders of debentures (if any)
Principal executive officer (if any)
AUDITORS
Firm name or surname
Christian or given names (if applicable)
Address
Description
SECRETARIES
Surname
Christian or given names
Address
Description
8. The particulars of any contract the modification of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification, are as follows:
CERTIFICATE OF DIRECTORS
We certify that the statutory report in relation to the meeting to be held on............................................ 19........is correct.
................................
................................
*REPORT OF AUDITORS
*I/*We, the auditors of the company, report that the statements in the statutory report in relation to the meeting to be held on......................................................................19........, as far as it relates to the shares allotted by the company and to the cash received in respect of those shares and to the receipts and payments of the company on capital account, are in accordance with the records of the company and to the best of *my/*our knowledge, information and belief are correct.
Signatures of auditors.......................................................................................
...........................................
* Strikeout if inapplicable
(1) Set out briefly the nature of the consideration.
(2) Insert, in the case of an individual, the usual residential address, in the case of a corporation having a registered office in a State or Territory, the address of that registered office, or, in the case of a corporation not having a registered office in a State or Territory, the address of its registered office in the place of incorporation.
(3) Include in the description, in the case of a corporation, the name of the place of incorporation.
1. Sub-section 239 (3) requires the statutory report to be certified by not less than 2 directors.
2. Regulation 55 requires
(a) the copy of this statutory report lodged under sub-section 239 (5) to be a copy that is certified by not less than 2 directors of the company; and
(b) the copy of the auditor's report lodged under sub-section 239 (5) to be a copy that is personally signed by the auditor or, where the auditor is a firm, by one of the partners of that firm who is a registered company auditor.
Registered no.: COMPANIES FORM 65 Sub-section 244 (7)
Regulation 56
STATEMENT CONCERNING COPY OF MINUTE BY REPRESENTATIVE OF HOLDING COMPANY RELATING TO PROCEEDINGS OF SUBSIDIARY COMPANY
I,............................................................of......................................., state that on the....................day of ....................................19.....the minute set out
* below,
* in the annexure marked...............(2), was signed by me, as representative of(3)...................................
.........................................Limited, authorized pursuant to sub-section 244 (3).
(Set out copy of minute here if it is not annexed.)
Signature of representative...............................................................................
(1) Insert name of subsidiary company.
(3) Insert name of holding company.
Registered no.: COMPANIES FORM 66 Sub-section 263 (1)
ANNUAL RETURN OF A COMPANY HAVING SHARE CAPITAL
THE PERIOD TO WHICH THIS ANNUAL RETURN RELATES
1. The information in this return is correct as at the....................day of.............................. 19..............,
being *the date of the annual general meeting for 19........../*the last date by which the annual general meeting should have been held for 19..........
* The annual general meeting of the company held, or deemed to be held in accordance with section 250, in respect of the calendar year 19..........was *held/*deemed to be held on........................ 19..........
* No annual general meeting was held before.................... 19.........., being the last day within the period required by section 240 in respect of the calendar year 19..........
* An extension of time to hold the annual general meeting to the.................................................. day of..............................19..........was granted by the Commission.
(1) The previous period in respect of which an annual return has been lodged was for the period ..................................................19..........to..................................................19..........
(1) Strike out in the case of the first annual return.
1. Section 263 requires an annual return to be lodged within one month (or 2 months in the case of a company keeping a branch register outside Australia) of the annual general meeting.
2. If no annual general meeting is held within 5 months (or 6 months in the case of an exempt proprietary company) from the end of its financial year, and at least once in every calendar year, section 263 requires the annual return to be lodged within one month (or 2 months in the case of a company keeping a branch register outside Australia) after the last date on which the annual general meeting was required to be held.
PARTICULARS RELATING TO COMPANY
2. The address of the registered office of the company is........................................................................
* The name of the company is registered under the laws of the following participating States or participating Territories:
* The addresses of the principal offices of the company (if any) in the respective participating States or participating Territories arc:
* The address of the place at which the register of members is kept, if other than at the registered office, is:
* The business names (if any) under which the company carries on business are:
The nature of the principal business carried on by the company is:
THE ACCOUNTS OF THE COMPANY FOR ITS LAST FINANCIAL YEAR
3. The accounts of the company *were laid/*were not laid before the annual general meeting referred to above.
* The accounts laid before that annual general meeting *were adopted/*were not adopted by the meeting.(1)
(1) If the accounts adopted were not the accounts sent out before the meeting, supply details.
Except in the case of—
(a) a company that, during the whole of the financial year, or each financial year, to which the return relates, was an exempt proprietary company and an unlimited company; or
(b) a company that, during the whole of the financial year, or each financial year, to which the return relates was an exempt proprietary company, being a company of which the accounts and group accounts (if any) for that financial year or each of those financial years were audited in accordance with section 279,
a copy, certified by a director or secretary or the principal executive officer of the company to be a true copy, of all accounts and group accounts (if any) required to be laid before the company at the annual general meeting, together with a copy of every document required by law to be annexed to the accounts, must be annexed to the return.
PARTICULARS OF INDEBTEDNESS
4. * Particulars of the indebtedness of the company in respect of all charges required to be registered under the Companies Act 1981 or a corresponding previous law are as follows:
Registered number
Date of registration
Amount of the indebtedness
Total $.........................................
* Particulars of charges not required to be registered under the Companies Act 1981 or a corresponding previous law are as follows:
Total $.........................................
Total amount of indebtedness................................................$............................................................
SUMMARY OF SHARE CAPITAL
(1) Where there are shares of different kinds or amounts (e.g,. Preference and Ordinary, or $20 and $10) state the numbers and nominal values separately.
(2) If the shares are of different kinds, state them separately.
(3) Where various amounts have been called or there are shares of different kinds, state them separately.
(4) Include what has been received on forfeited as well as on existing shares.
LIST OF MEMBERS
6. Persons holding shares in the company and the number of the shares held by them respectively are as follows:
Full names and addresses
(2) (1) Number of shares held byexisting members
(1) State the aggregrate number of shares held and not the distinctive numbers.
(2) The aggregate number of shares held, and not the distinctive numbers, must be stated, and the total must agree with that stated in the summary in paragraph 5 to have been taken up.
(3) Where the shares are of different classes, the number of each class held must be shown separately. Where any shares have been converted into stock, particulars of the amount of stock must be shown.
1. If the names in this list are not arranged in alphabetical order, an index sufficient to enable the name of any person in the list to be readily found must be annexed to this list.
2. In the case of a no liability company or a company exempted under the provisions of section 265, this list is not required to be supplied.
LIST OF DIRECTORS. &c.
7. Particulars of the directors(1), principal executive officer, secretaries and auditors of the company areas follows:
Office in Company
The present Christian or given name or names and surnames
Any former Christian or given name or names or surnames
Usual address(3) (4)
Other business occupations and, in the case of directors, particulars of other directorships(6)
Directors(2)
Principal executive officer (if any)(2)
Secretaries(2)
Auditors for current financial(5) year
(1) "Director" includes any person occupying or acting in the position of director by whatever name called and any person in accordance with whose directions or instructions the directors of a company are accustomed to act.
(2) Where a director is also the principal executive officer or a secretary, particulars are lobe entered under each of the relevant headings "Directors". "Principal executive officer" and "Secretaries".
(3) Insert in the case of an individual his usual residential address, or. in the case of a corporate director, the corporate name and the address of the registered or principal office.
(4) In the case of auditors the address given must be the principal place where the auditor practises as an auditor. See paragraph 23 (1) (c).
(5) Strike out if the company, in pursuance of section 278 or 279, did not appoint an auditor.
(6) Insert particulars of directorships held by the director in other corporations that under the law of a participating State or participating Territory are public companies or subsidiaries of public companies but not particulars of directorships held by the director in a corporation that is deemed to be related to the company.
Where a person is a director in one or more subsidiaries of the same holding company, it is sufficient to disclose that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company with the addition of the word, "Group".
If no other directorships, state accordingly.
PARTICULARS AS TO FORFEITED SHARES IN NO LIABILITY COMPANIES
8. Particulars as to calls and sales of forfeited shares (to be provided only in the case of a no liability company)
(a) the date when each call made since the date of the last return, or (in the case of a first return) since incorporation, was payable:
(b) the dates since the last return or incorporation when shares forfeited were offered for sale and the place of offer;
(c) the number of shares sold at each sale of forfeited shares made since the date of the last return or (in the case of a first return) since incorporation;
(d) the number of shares unsold at each offer for sale of forfeited shares made since the date of the last return or (in the case of a first return) since incorporation; and
(e) the number of shares disposed of pursuant to sub-section 480 (3) since the date of the last return, being shares withdrawn from sale or for which no bid was received.
DECLARATION AS TO INFORMATION
9. I certify that the information contained in this Annual Return is true to the best of my knowledge and belief.
Signature of *Director/*Secretary/*Principal Executive Officer.............................................................
* Strike out if inapplicable
CERTIFICATES
A. CERTIFICATE TO BE GIVEN BY ALL COMPANIES
*l/*We certify
(a) that the provisions of the law relating to unclaimed moneys have been complied with;
(b) having made an inspection of the share register, that transfers *have/*have not been registered since the date of *the last annual return (1)/*the incorporation of the company;
(2) (c) that the company has not, since the date of *the last annual return(1)/*the incorporation of the company, issued any invitation to the public to subscribe for any shares in or debentures of the company or to deposit moneys for fixed periods or payable at call;
(3) (d) that the excess of members of the company above 50 (counting joint holders of shares as one person) consists wholly of persons who are in the employment of the company or of its subsidiary or persons who, while previously in the employment of the company or of its subsidiary were and thereafter have continued to be members of the company;
(4) (e) that to the best of our knowledge and belief the company was during the period to which the return relates
(i) an unlimited exempt proprietary company: or
(ii) an exempt proprietary company that is not an unlimited company, as defined in subsection 5 (1);
(5) (f) that at the annual general meeting held on the .................................................. day of .................................................. 19........the company in pursuance of section 278 did not appoint an auditor;
(6) (g) that at the annual general meeting held on the .................................................. day of .................................................. 19..........the company in pursuance of section 279 did not appoint an auditor.
Signature of Director*(7)...........................................................................................................................
Signature of Secretary*(7).......................................................................................................................
* Strike out whichever is inapplicable
(1) In the case of the first annual return of a proprietary company strike out the words "last annual return" and substitute the words, "incorporation of the company."
(2) Strikeout except in the case of a proprietary company.
(3) Strikeout except in the case of a proprietary company whose members exceed 50.
(4) Strike out except in the case of an exempt proprietary company.
(5) Strike out this paragraph if inapplicable.
Note: This paragraph is applicable only to an exempt proprietary company that is an unlimited company no member of which was, at the date of the annual general meeting, a person other than a natural person, an exempt proprietary company that is an unlimited company or a corporation that, under the law of a State or Territory is an exempt proprietary company that is an unlimited company, all the members of which agreed not more than one month before that meeting not to appoint an auditor.
(6) Strike out this paragraph if inapplicable. This paragraph is applicable only to an exempt proprietary company all the members of which have agreed not more than one month before the annual general meeting not to appoint an auditor.
(7)A certificate signed by the same person in the capacity of both director and secretary will not be accepted. See sub-sect ion 236 (7).
A certificate in this form is to be given by a director or secretary of every company and, in the case of an exempt proprietary company, by both a director and a secretary.
B. STATEMENT TO BE GIVEN BY THE. AUDITOR OF AN EXEMPT PROPRIETARY COMPANY
For the purposes of sub-section 264 (1), I state in relation to.................................................................. Limited that
(a) the company *has/*has not in my opinion kept proper accounting records and other books during the period covered by those accounts;
(b) the accounts *have/*have not been audited:
(c) my report *was not made subject to any qualification/*was made subject to a qualification and particulars of that qualification are annexed; and
(d) in my report I *did not make any comment under sub-section 285 (4)/*made comment(s) under sub-section 285 (4) and particulars of the comment (s) are annexed.
Signature of auditor..................................................
1. Where the auditor is a firm, the statement shall be signed, in accordance with sub-section 277 (10), in the firm name and in his own name by a member of the firm who is a registered company auditor.
C. CERTIFICATE IN RESPECT OF' A COMPANY, THE ACCOUNTS OR GROUP ACCOUNTS OF WHICH, BY REASON OF THE CIRCUMSTANCES REFERRED TO IN SUBSECTIONS 279 (1) AND (2), ARE NOT AUDITED.
For the purposes of sub-section 279 (5) we certify, in relation to............................................................
Limited, in respect of the financial year to which the return relates, that
(a) the company *has/*has not kept such accounting records as correctly record and explain the transactions and financial position of the company;
(b) the company *has/*has not kept its accounting records in such a manner as would enable true and fair accounts of the company to be prepared from time to time;
(c) the company *has/*has not kept its accounting records in such a manner as would enable the accounts of the company to be conveniently and property audited in accordance with the Companies Act 1981: and
(d) the accounts and group accounts (if any) *have/*have not been properly prepared by a competent person.
..........................
..........................
(1) Signatures
(1) To be signed by two directors.
1. If any of paragraphs (a) to (d) are answered in the negative, full particulars must be annexed.
D. CERTIFICATE FOR INCLUSION IN PUBLIC COMPANY'S ANNUAL RETURN THAT DOES NOT INCLUDE LIST OF MEMBERS
For the purposes of sub-section 265 (1), 1 certify that
(b) the company keeps its principal share register at a place within 25 kilometres of the office of (1)..................................................; and
(c) the company provides reasonable accommodation and facilities for persons to inspect and take copies of its list of members and its particulars of shares transferred.
and that accordingly the company is of kind to which that sub-section applies.
Signature of Secretary..............................................,
(1) Insert name of the Corporate Affairs Commission for the Territory.
Registered no.: COMPANIES FORM 67 Sub-section 263 (1)
ANNUAL RETURN OF A COMPANY NOT HAVING SHARE CAPITAL
THE PERIOD TO WHICH THIS ANNUAL RETURN RELATES
1. The information in this return is correct as at the ...................................................day of ................................................... 19 .........., being *the date of the annual general meeting for 19........../*the last date by which the annual general meeting should have been held for 19..........
* The annual general meeting of the company held, or deemed to be held in accordance with section 250, in respect of the calendar year 19..........was *held/*deemed to be held on ................................ 19..........
*No annual general meeting was held before.................................... 19...........being the last day within the period required by section 240 in respect of the calendar year 19..........
* An extension of time to hold the annual general meeting to the......................................................... day of...................................................19..........was granted by the Commission.
(1) The previous period in respect of which an annual return has been lodged was for the period ......................................19..........to......................................19...........
(1) Strike out in the case of the first annual return.
1. Section 263 requires an annual return to be lodged within one month (or 2 months in the case of a company keeping a branch register outside Australia) of the annual general meeting.
2. If no annual general meeting is held within 5 months (or 6 months in the case of an exempt proprietary company) from the end of its financial year, and at least once in evey calendar year, section 263 requires the annual return to be lodged within one month (or 2 months in the case of a company keeping a branch register outside Australia) after the last date on which the annual general meeting was required to be held.
PARTICULARS RELATING TO COMPANY
2. The address of the registered office of the company is........................................................................
* The name of the company is registered under the laws of the following participating States or participating Territories:
* The addresses of the principal offices (if any) of the company in the respective participating States or participating Territories are:
* The address of the place at which the register of members is kept, if other than at the registered office, is:
* The business names (if any) under which the company carries on business are:
The nature of the principal business carried on by the company is:
THE ACCOUNTS OF THE: COMPANY FOR ITS LAST FINANCIAL YEAR
3. * The accounts of the company *were laid/*were not laid before the annual general meeting referred to above.
*The accounts laid before that annual general meeting *were adopted/*were not adopted by the meeting. (1)
(1) If the accounts adopted were not the accounts sent out before the meeting, supply details.
A copy, certified by a director or secretary or the principal executive officer of the company to be a true copy, of all accounts and group accounts (if any) required to be laid before the company at the annual general meeting, together with a copy of every document required by law to be annexed to the accounts, must be annexed to the return.
PARTICULARS OF INDEBTEDNESS
4. * Particulars of the indebtedness of the company in respect of all charges required to be registered under the Companies Act 1981 or a corresponding previous law are as follows:
Registered number
Date of registration
Amount of the indebtedness
Total $....................................
* Particulars of charges not required to be registered under the Companies Act 1981 or a corresponding previous law are as follows:
Total $....................................
Total amount of indebtedness....................................$........................................................................
LIST OF MEMBERS
5. Persons who are members of the company are as follows:
Full names
Addresses
1. If the names in this list are not arranged in alphabetical order, an index sufficient to enable the name of any person in the list to be readily found must be annexed to this list.
2. In the case of a no liability company or a company exempted under the provisions of section 265, this list is not required to be supplied.
LIST OF DIRECTORS, &c.
6. Particulars of the directors(1), principal executive officer, secretaries and auditors of the company are as follows:
Office in company
The present Christian or given name or names and surnames
Any former Christian or given name or names or surnames
Usual address (3) (4)
Other business occupations and, in the case of directors, particulars of other directorships(6)
Directors(2)
Principal executive officer (if any) (2)
Secretaries(2)
Auditors for current financial year(5)
(1) "Director" includes any person occupying or acting in the position of director by whatever name called and any person in accordance with whose directions or instructions the directors of a company are accustomed to act.
(2) Where a director is also the principal executive officer or a secretary, particulars are to be entered under each of the relevant headings "Directors", "Principal executive officer" and "Secretaries".
(3) Insert in the case of an individual his usual residential address, or, in the case of a corporate director, the corporate name and the address of the registered or principal office.
(4) In the case of auditors the address given must be the principal place where the auditor practises as an auditor. See paragraph 23 (1) (c).
(5) Strikeout if the company, in pursuance of section 278 or 279, did not appoint an auditor.
(6) Insert particulars of directorships held by the director in other corporations that under the law of a participating State or participating Territory are public companies or subsidiaries of public companies but not particulars of directorships held by the director in a corporation that is deemed to be related to the company.
Where a person is a director in one or more subsidiaries of the same holding company, it is sufficient to disclose that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company with the addition of the word "Group".
If no other directorships, state accordingly.
DECLARATION AS TO INFORMATION
7. I certify that the information contained in this Annual Return is true to the best of my knowledge and belief.
Signature of *Director/*Secretary/*Principal Executive Officer ............................................................
B. CERTIFICATE FOR INCLUSION IN PUBLIC COMPANY'S ANNUAL RETURN THAT DOES NOT INCLUDE LIST OF MEMBERS
For the purposes of sub-section 265 (1). 1 certify that
(b) the company keeps its principal register at a place within 25 kilometres of the office of (1)........................................:and
(c) the company provides reasonable accommodation and facilities for persons to inspect and take copies of its list of members.
and that accordingly the company is of a kind to which that sub-section applies.
Signature of Secretary...............................................
(1) Insert name of the Corporate Affairs Commission for the Territory.
Registered no.: COMPANIES FORM 68 Sub-section 267 (6)
NOTICE OF PLACE. AT WHICH STATEMENTS AND RECORDS RELATING TO ACCOUNTING RECORDS OUTSIDE AUSTRALIA ARE KEPT
Take notice that the statements and records kept by the company in accordance with sub-section 267 (5) are kept at
(1).............................................................................................................................................................. not being the registered office of the company.
Signature of *Director/*Secretary/*Principal Executive Officer.............................................................
(1) Specify full address including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
COMPANIES FORM 69 Paragraph 277 (2) (e)
RETURN OF NUMBERS OF FIRM OF AUDITORS
Name of firm:...........................................................................................................................................
Address of firm: (1)..................................................................................................................................
The full names and addresses of all the members of the firm are
(1) Give the address of each place of business of the firm; if there is more than one place of business indicate the principal place of business.
(2) To be signed by one of the members of the firm,
NOTE
The completion of this form does not relieve members of the firm of any obligation under the law relating to business names.
Registered no.: COMPANIES FORM 70 Section 282
NOTICE OF RESIGNATION OR REMOVAL OF AUDITOR
*a public company
...............................................................Limited, being *a non-exempt proprietary company
*an exempt proprietary company
gives notice that
*on the........................................day of..............................................19........, notice was received of the resignation of (1).............................................................................................................*an auditor /
*auditors of the company to take effect from the........................................day of...................................
19.........
*(1).................................................................................*an auditor/*auditors of the company *was/
*were removed from office on the........................................day of......................................................... 19.........
Signature of *Director/*Secretary/*Principal Executive Officer.............................................................
(1) Insert name of auditor or auditors.
If the company is a borrowing corporation a copy of this notice must be given to the trustees for the holders of debentures of the borrowing corporation.
Registered no.: COMPANIES FORM 71 Sub-section 295 (1)
NOTICE IN RESPECT OF AN INVESTIGATION CONCERNING A CORPORATION
In relation to an investigation of (2)..........................................................................................................
Take notice that under sub-section 295 (1) you are required
(a) to appear on (3).................................................................19.........at........................*a.m./*p.m., before (4)......................................................................................................................................., at(5)................................................................................................................................................, for examination on oath or affirmation and to answer questions put to you in relation to the investigation being conducted by me;
(b) to produce to (4).................................................................................on (3)................................... ..............................19.........,at.............................................*a.m./*p.m., at (5)............................. the following books, being books of the corporation and other books relating to the affairs of the corporation:
and all other books in your custody or under your control that relate to the affairs of the corporation; and
(c) to give to (4).........................................................................................all reasonable assistance in connection with the investigation.
Signature of person carrying out investigation ...........................................................
(1) State name of officer to whom notice is addressed.
(2) State name of the corporation and nature of the matter to which the investigation relates.
(3) Insert date.
(4) Insert name of person carrying out investigation.
(5) Insert full particulars of the place at which the requirement is to be satisfied.
1. In cases to which section 293 applies, your attention is drawn to the certificate with which you, as an officer of the corporation, have been furnished in accordance with sub-section 295 (5).
2. Failure without lawful excuse to comply with the terms of this notice may render you liable to a penalty of $10,000 or imprisonment for 2 years, or both.
3. A person required to attend for examination is entitled to such allowances and expenses as the regulations prescribe.
4. Sub-sections 296 (6) and (7) are as follows:
"(6) A duly qualified legal practitioner acting for an officer
(a) may attend an examination of that officer: and
(b) may, at such times during the examination as the inspector determines
(i) address the inspector: and
(ii) examine the officer.
in relation to matters in respect of which the inspector has questioned the officer.
(7) An officer is not excused from answering a question put to him by an inspector on the ground that the answer might tend to incriminate him but, where the officer claims, before answering the question, that the answer might tend to incriminate him, the answer is not admissible in evidence against him in criminal proceedings other than proceedings under sub-section (2), (3) or (4) or other proceedings in respect of the falsity of the answer.".
5. If the Commission is carrying out the investigation, the form shall be altered as necessary.
COMPANIES FORM 72 Sub-section 295 (3)
NOTICE REQUIRING THE PRODUCTION OF BOOKS RELEVANT TO THE AFFAIRS OF A CORPORATION
(1)To.......................................................................................................................................................... In relation to an investigation of the affairs of.......................................................................Limited
Take notice that you are required under sub-section 295 (3) to produce to (2)........................................ ................................................................on........................................ 19.........at..................................... *a.m./*p.m., at (3)................................................................................the following books:
being books that may be relevant to matters being investigated, and all such other books in your custody and control that may be relevant to that investigation.
Signature of person carrying out investigation.........................................................................................
* Strike out whichever is inapplicable,
(1) Name and address of person to whom the notice is given.
(2) Insert name of person carrying out investigation.
(3) Insert full particulars of the place at which the requirement is to be satisfied.
1. In relation to the reference to "books" in this form, your attention is drawn to sub-section 5 (1) which defines "books" as follows:
"books" includes any register or other record of information and any accounts or accounting records, however compiled, recorded or stored, and also includes any document.
2. If the Commission is carrying out the investigation, the form shall be altered as necessary.
COMPANIES FORM 73 Sub-section 295 (5)
CERTIFICATE BY AN INSPECTOR CARRYING OUT AN INVESTIGATION
Investigation of affairs of (1)............................................................................Limited,
and of (2)..................................................................................................Limited, a related corporation.
I.......................................................................certify that
(a) (insert particulars of appointment):
(b) on the........................................day of........................................19.........the (3).......................... consented in writing, under section 293, to the investigation of the affairs of (2)......................... ..............................................................Limited ("the related corporation");
(c) I am investigating the affairs of the related corporation under Part VII, pursuant to section 293; and
(d) you are an officer in the related corporation.
Signature of inspector.............................................................................................
(1) Insert the name of the principal corporation being investigated.
(2) Insert the name of the related corporation being investigated.
(3) Insert "the Minister" or "the Ministerial Council", as the case may be.
If the Commission is carrying out the investigation, the form shall be altered as necessary.
Registered no.: COMPANIES FORM 74 Sub-section 318 (1)
Whereas ...................................................................................................................("the transferee") on the........................................day of.............................................19........made an offer to the holders of *shares in.........................................I. td./*shares included in ....................................................class of shares in ...............................................Ltd. for the transfer of those shares to the transferee, not being an offer made pursuant to a scheme or contract arising out of the making of take-over offers or a takeover announcement under the law relating to the acquisition of shares; and
the scheme or contract involving the transfer of those shares to the transferee was on or before the ........................................ day of........................................ 19........ approved by the holders of not less than nine-tenths in nominal value of the shares * in that company* included in that class of shares, other than shares already held at the date of the offer by, or by a nominee for, the transferee or, where the transferee is a company, its subsidiary; and
you are a dissenting shareholder of shares *in the company/*included in that class of shares, that is to say a shareholder who has not assented to the scheme or contract or has failed or refused to transfer your shares to the transferee in accordance with the scheme or contract.
Now therefore the transferee gives you notice under sub-section 318 (1) that the transferee desires to acquire those shares held by you. You are entitled under sub-section 318 (6) to require the transferee, by a demand in writing served on the transferee within one month after the date on which this notice is given, to furnish to you a statement in writing of the names and addresses of all other dissenting shareholders as shown in the register of members.
* You are entitled not later than the expiration of one month after the date on which this notice is given or 14 days after the date on which a statement is supplied to you in pursuance of sub-section 318 (6), whichever is the later, to elect by notice to the transferee which of the alternative terms offered to the approving shareholders under the scheme or contract you prefer. The alternative terms are as follows:
Unless, on application made by you within one month after the date on which this notice is given or within 14 days after a statement is supplied to you in pursuance of sub-section 318 (6), the Supreme Court of....................................................................................thinks lit to order otherwise, the transferee will be entitled and bound subject to sub-section 318 (6) to acquire your shares on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee or, where alternative terms were offered, on the terms for which you have elected or, where you have not so elected, on whichever of those terms the transferee determines unless the Court otherwise orders.
Take notice that............................................................................................................................("the transferee") on the........................................day of ........................................19........made offers to the holders of shares* in................................................................Ltd./*included in............................... class of shares in ................................................................Ltd. for the transfer of shares to the transferee, not being offers made pursuant to a scheme or contract arising out of the making of take-over of offers or a take-over announcement under the law relating to the acquisition of shares; and
in pursuance of the scheme or contract the transferee became on the........................................day of........................................ 19........beneficially entitled to shares in that company which together with any other shares in that company to which the transferee, or the transferee and any corporation related to the transferee, is beneficially entitled, comprise or include nine-tenths in nominal value of the shares* in.......................................................................................Ltd./*included in that class of shares in ................................................................................Ltd.; and
you are the holder of remaining shares* in that company/*included in that class of shares in that company and have not assented to the scheme or contract or been given notice in respect of those shares by the transferee under sub-section 318 (1).
Now therefore the transferee gives you notice under sub-section 318 (7) that in pursuance of that scheme or contract, the transferee on the........................................day of..................................19......... became beneficially entitled to shares in ..........................................................................Ltd. and those shares together with any other shares in that company to which the transferee, or the transferee and any corporation related to the transferee, is beneficially entitled, comprise or include nine-tenths in nominal value of the shares* in that company/*included in that class of shares in that company.
You are entitled under sub-section 318 (7) within 3 months after the date on which this notice is given by notice to the transferee to require the transferee to acquire your shares.
*You are entitled under sub-section 318 (7) within 3 months after the date on which this notice is given to elect by notice to the transferee which of the alternative terms offered to the approving shareholders under the scheme or contract you will accept. The alternative terms are as follows:
If you require the transferee so to acquire the shares held by you the transferee will be entitled and bound to acquire those shares on the terms that under the scheme or contract were offered to the approving shareholders or, where alternative terms were offered, on the terms for which you have elected or, where you do not so elect, on whichever of the terms the transferee determines, or on such other terms as are agreed or as the Supreme Court of.............................................................................. on the application of the transferee or of yourself thinks lit to order.
Signature of transferee...........................................................................
Registered no.: COMPANIES FORM 76 Sub-section 330 (1)
ACCOUNT OF RECEIPTS AND PAYMENTS BY *RECEIVER/*RECEIVER AND MANAGER
1. The name and address of the *receiver/*receiver and manager are................................................
2. The *receiver/*receiver and manager was appointed under the powers contained in an instrument dated...................................................19........being(1)...........................................................
3. *The date of the appointment under the powers contained in any instrument is............................
*The date on which the court order for the appointment was made is............................................
4. The period covered by the account is from the ................................day of................................
Signature of *receiver/*receiver and manager.........................................................................................
(1) Describe fully the instrument under which the appointment is made and if the instrument is registered in the Register of Company Charges, state its registered number.
(2) To be used only in the case of a second or subsequent account.
(3) Strike out in the case of a second or subsequent account.
Registered no.: COMPANIES FORM 77 Sub-sections 329 (1), 375 (1) and (2)
STATEMENT VERIFYING REPORT
i....................................................................................or..................................................................... state
1. I am (1)............................................of.................................................................................Limited;
2. the particulars contained in the report as to affairs relating to.......................................................
Limited dated the........................................day of........................................ 19........marked.........(2) and signed by me are true to the best of my knowledge and belief.
(1) Insert description sufficient to show that the person making the statement is a person referred to in sub-section 329 (1) or 375 (1) or (2) (as the case requires).
Registered no.: COMPANIES FORM 78 Sub-section 326 (1)
NOTICE OF APPOINTMENT OF *RECEIVER/*RECEIVER AND MANAGER OF..............................................................................LIMITED
I.....................................................................of.............................................................................give notice that
*I have obtained an order of the Supreme Court of.........................................................made on the ....................day of................................19........for the appointment of.................................................... of..........................................as *receiver/*receiver and manager of the *property/*part of the property of the company that is specified in the Schedule.
*on the........................................................................day of................................19........I appointed ......................................................................................of...................:.................................................as *receiver/*receiver and manager of the *property/*part of the property of the company specified in the Schedule under the powers contained in an instrument dated...........................................19............ being(1)...........................................................................................................
(1) Describe fully the instrument under which appointment is made and, if the instrument is registered in the Register of Company Charges, state its registered number.
Registered no.: COMPANIES FORM 79 Sub-section 326 (1a)
NOTICE OF ADDRESS OF OFFICE OF *RECEIVER/*RECEIVER AND MANAGER
I.............................................................................of............................................................................ appointed as the *receiver/*receiver and manager of the *property/*part of the property of................. ..........................................................................................................Limited, specified in the Schedule,
* by an order of the Supreme Court of........................made on................................. 19........
* on the........................................day of................................19........under the powers contained in an instrument dated......................................................................................................................19........
give notice that the address of my office is (1)..........................................................................
Signature of *receiver/*receiver and manager.........................................................................................
(1) In accordance with section 530a, specify the full address of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
Registered no.: COMPANIES FORM 80 Sub-section 326 (1a)
NOTICE OF CHANGE IN SITUATION OF OFFICE OF *RECEIVER/*RECEIVER AND MANAGER
I, the *receiver/*receiver and manager of *the property/*part of the property of the company, give notice that, on the..........................day of.................................................................................19........ the situation of my office was changed to (1)...........................................................................................
Signature of *receiver/*receiver and manager........................................................................................
(1) In accordance with section 530a, specify the full new address of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
Registered no.: COMPANIES FORM 81 Sub-section 326 (2)
NOTICE BY *RECEIVER/*RECEIVER AND MANAGER CEASING TO ACT
I......................................................................................the *receiver/*receiver and manager of *the property/*part of the property of the company
*under the powers contained in an instrument dated..................................................................19......... being (1).................................................................................................................................................... *by an order of the Supreme Court of..........................................................made on.............................. ...............................19........
give notice that I ceased to act as such, in respect of the property described in the Schedule, on the ......................................day of..............................................................19........
(1) Describe fully the instrument under which appointment is made and, if the instrument is registered in the Register of Company Charges, state its registered number.
Registered no.: COMPANIES FORM 82 Paragraph 335 (9) (a)
NOTICE OF MEETING OF CREDITORS TO CONSIDER PLACING COMPANY UNDER OFFICIAL MANAGEMENT
On the....................................day of....................................19.........
*the majority of the directors of the company present at a meeting of directors specially called for that purpose resolved that the company is unable to pay its debts as and when they become due and payable.
*a request in writing was received by the company from a creditor of the company, namely................ .........................................................who has a judgment against the company unsatisfied to the extent of not less than $1000, that a meeting of creditors be called for the purpose of placing the company under official management and appointing an official manager of the company.
Notice is therefore given that a meeting of creditors will be held at (1).............................................. ....................on the....................................day of.................................19........at...................*a.m./*p.m. for the purpose of placing the company under official management and appointing an official manager of the company.
1. The creditors may by special resolution under sub-section 338 (1)
(a) resolve that the company be placed under official management for such period, not exceeding 3 years, as is specified in the resolution, commencing on the date of the passing of the resolution;
(b) appoint as official manager a person named in the resolution who complies with the requirements set out in paragraph 338 (1) (b); and
(c) fix the amount of salary or other remuneration of the official manager, or delegate the fixing of the amount to a committee of management.
2. At the meeting the creditors may resolve under sub-section 339 (1) that a committee of management be appointed and, if so, appoint by special resolution 3 natural persons to be members of the committee.
3. In accordance with sub-sections 335 (10) and (11). the following documents are annexed to this notice:
(a) a copy of each certificate furnished by a director of the company in accordance with subsection 335 (5); and
(2)(b) *a copy of the report as to the affairs of the company prepared in accordance with sub-section 335 (4) (Form 30).
*a summary of the affairs of the company prepared in accordance with paragraph 335 (10) (a) (Form 83) and a notice prepared in accordance with paragraph 335 (10) (b).
Signature of *Director/*Secretary/*Principal Executive Officer.........................................................
(1) Specify full address including particulars such as the number of the room and of the floor or level of the building on which the office is situated.
(2) Sub-section 335 (11) provides that if the company annexes to this notice a copy of the report as to the affairs of the company, it is not required to annex the summary and notice prepared in accordance with paragraphs 335 (10) (a) and (b).
Registered no.: COMPANIES FORM 83 Paragraph 335 (10) (a),
Sub-paragraph 398 (2) (b) (i)
SUMMARY OF AFFAIRS
Assets and liabilities as at the..........................................day of.................................19........(1)
Signature of *Director/*Secretary/*Principal Executive Officer.............................................................
(1) State a date not earlier than the date of the passing of the resolution of the directors that the company is unable to pay its debts as and when they become due, or the date of receipt of a request of a judgment creditor under sub-section 335 (1) that a meeting of creditors be called for the purpose of placing the company under official management, as the case may be. Where the summary of affairs is sent out to creditors in accordance with sub-paragraph 398 (2) (b) (i), it shall be made up to the latest practicable date before the notices are sent.
(2) Indicate in respect of each entry whether cost or net book amount.
Under sub-section 335 (1), where a copy of the report as to affairs (Form 30) is attached to each notice of meeting posted to creditors under sub-section 335 (9), a summary of affairs need not be sent out.
*NOTE
This form is the summary required by sub-paragraph 398 (2) (b) (i) and is not the report required by paragraph 398 (5) (a).
*Disregard if the summary is being prepared for the purposes of paragraph 335 (10) (a).
Registered no.: COMPANIES FORM 84 Sub-paragraph 338 (2) (a) (i)
NOTICE OF RESOLUTION OF CREDITORS PLACING COMPANY UNDER OFFICIAL MANAGEMENT
I,............................................................................................................being* the official manager/* the secretary of the company certify that at a meeting of creditors of the company duly convened and held on the........................day of......................19.........a special resolution, a true copy of which is set out *in the Schedule/*in the annexure marked..............................(1) was duly passed in accordance with paragraph 333 (1) (b).
Signature of *Official Manager/*Secretary.............................................................................................
Registered no.: COMPANIES FORM 85 Sub-paragraph 338 (2) (a) (ii)
NOTICE TO CREDITORS AND MEMBERS OF SPECIAL RESOLUTION PLACING COMPANY UNDER OFFICIAL MANAGEMENT AND OF RIGHTS UNDERSECTION 353
I,..............................................................................................................................................., being the *official manager/*secretary of the company, give notice that at a meeting of creditors of the company duly convened and held on the............................day of..............................19........, a special resolution, a true copy of which is set out *in the Schedule/*in the annexure marked .....................(1), was duly passed in accordance with paragraph 333 (1) (b).
Take note that under section 353
(a) a creditor to whom the company owes, or any representative of a group of creditors to whom the company owes collectively, more than 5% of the total unsecured debts of the company;
(b) a member holding, or any representative of a group of members holding collectively, not less than 10% of the paid-up capital of the company; or
(c) in the case of a company not having a share capital, any member holding, or representative of a group of members holding collectively, not less than 10% of the total voting rights of all members having a right to vote at all general meetings,
may apply to the Supreme Court of..........................................................for the variation or cancellation of the resolution at any time within a period of 14 days after it has been passed.
Signature of *Official Manager/*Secretary.............................................................................................
Registered no.: COMPANIES FORM 86 Paragraph 338 (6) (a)
NOTICE OF ORDER TERMINATING APPOINTMENT OF OFFICIAL MANAGER AND APPOINTING REGISTERED COMPANY AUDITOR AS OFFICIAL MANAGER
Take notice that, on the.......................................day of................................19.........the Supreme Court of...........................................made an order terminating the appointment of.......................................as official manager of the company and appointing.................................................................................... of.........................................................................................a registered company auditor who is not the auditor of the company, as official manager.
An office copy of the court order must be lodged within 7 days after passing and entering.
Registered no.: COMPANIES FORM 87 Sub-sections 340 (1) and 357 (4)
NOTICE. OF APPOINTMENT AND OF ADDRESS OF OFFICE OF *OFFICIAL MANAGER/*DEPUTY OFFICIAL MANAGER
I..........................................................................of................................................................................... give notice that
(a) I was appointed *official manager/*deputy official manager of the company
* by the creditors of the company on the................................................................................... day of.................................19........:
* by an order of the Supreme Court of.........................................................................made on the...........day of.................................19........;
* by the committee of management of the company on the ..................................................... day of................................19........
(b) the address of my office is(1).........................................................................................................
Signature of *Official Manager/*Deputy Official Manager....................................................................
* Strike out if inapplicable,
(1) In accordance with section 530a, specify the full address, of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
Registered no.: COMPANIES FORM 88 Sub-sections 340 (1) and 357 (4)
NOTICE Of CHANGE IN SITUATION OF OFFICE OF OFFICIAL MANAGER/*DEPUTY OFFICIAL MANAGER
I.................................................................................the *official manager/*deputy official manager of the company, give notice that, on the..........day of.......................19........the situation of my office was changed to(1).............................................................................................................................................
Signature of *Official Manager/*Deputy Official Manager....................................................................
(1) In accordance with section 530a, specify the full new address of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
Registered no.: COMPANIES FORM 89 Sub-sections 340 (2) and 357 (5)
NOTICE BY *OFFICIAL MANAGER/*DEPUTY OFFICIAL MANAGER OF RESIGNATION OR REMOVAL FROM OFFICE
I........................................................................of............................................................................being the person appointed as *official manager/*deputy official manager of the company, give notice of my *resignation/*removal from the office of "official manager/*deputy official manager on the....day of........................................................................19........
Signature of *Official Manager/*Deputy Official Manager....................................................................
Registered no.: COMPANIES FORM 90 Sub-section 342 (6)
NOTICE BY OFFICIAL MANAGER OF HOLDING OF SIX-MONTHLY MEETING
Notice is given that, pursuant to sub-section 342 (1), a meeting of the creditors and members of the company was held on the.............................day of.....................................................................19........ to consider my statement and report prepared under that sub-section.
(1) A copy of the statement and report is annexed.
Signature of *Official Manager/* Deputy Official Manager..................................................................
Registered no.: COMPANIES FORM 91 Sub-section 344 (4)
NOTICE OF SPECIAL RESOLUTION OF CREDITORS EXTENDING PERIOD OF OFFICIAL MANAGEMENT
Take notice that, at a meeting of the creditors of the company duly convened and held pursuant to subsection 344 (1) at.......................................on the......................................................................day of ..........................19.........the special resolution *(1) annexed/*set out in the Schedule was duly passed in accordance with paragraph 333 (1) (b).
Signature of Official Manager...........................................................................
Registered no.: COMPANIES FORM 92 Sub-section 347 (11)
NOTICE BY OFFICIAL MANAGER OF HOLDING OF MEETINGS OF MEMBERS AND CREDITORS WHEN COMPANY UNABLE TO PAY DEBTS
Notice is given that, pursuant to sub-sections 347 (3) and (4), a meeting of members of the company was called for and held on the...................................day of.............................19.........for the purpose of considering a special resolution that the company be wound up voluntarily, and a meeting of the creditors of the company was called for and held on the..........................day of.........................19........
The annexed copy of a report as to the affairs of the company is a true copy of the report prepared by me that was laid before the meeting of creditors.
The special resolution was *duly passed/*not passed.
Signature of Official Manager...........................................................................
Registered no.: COMPANIES FORM 93 Paragraph 354 (1) (a)
NOTICE OF ORDER TERMINATING OFFICIAL MANAGEMENT
I............................................................................of................................................................................. give notice that on the.............................day of.......................................19.........the Supreme Court of ....................................................................................made an order terminating the official management of the company.
In accordance with paragraph 354 (1) (b), an office copy of the court order must be lodged within 7 days after passing and entering.
Registered no.: COMPANIES FORM 94 Paragraph 354 (1) (a)
NOTICE OF ORDER VARYING OR CANCELLING RESOLUTION I OR OFFICIAL MANAGEMENT
I......................................... of.........................................give notice that on the.......................................
day of................................19.........the Supreme Court of.............................made an order
* varying the special resolution passed on the................................day of........................................... 19.............................., by a meeting of creditors of the company placing the company under official management by (1)................................................................................................................
* cancelling the special resolution passed on the................................day of...................................... 19........by a meeting of creditors of the company placing the company under official management.
(1) Give details of the variation as expressed in the order or set out those details in an annexure.
1. In accordance with paragraph 354 (1) (b), an office copy of the court order must be lodged within 7 days after passing and entering.
Registered no.: COMPANIES FORM 95 Sub-sections 355 (12), (13) and (14)
NOTICE RELATING TO MEETING OF CREDITORS CALLED TO RECEIVE REPORT OF OFFICIAL, MANAGER ON CASSATION OF OFFICE
I,.............................................................................the person who ceased to be the official manager of the company on the...............................day of................................. 19.........inform you that a meeting of the creditors of the company called for the................................day of................................ 19........., for the purpose of receiving a report showing how the official management was conducted by me *was duly held on that date/*was duly convened but was not held on that date due to the absence of a quorum/*was not held on that date.
Registered no.: COMPANIES FORM 96 Paragraphs 370 (1) (a), (b) and (c)
NOTICE OF *APPLICATION FOR/*DISMISSAL. OF APPLICATION FOR/*WITHDRAWAL. OF APPLICATION FOR/*MAKING OF WINDING UP ORDER
Notice is given that, on the.........................................day of................................19........
* an application to the Supreme Court of...............................................................for the winding up of the company was filed.
* an order of the Supreme Court of...........................................for the winding up of the company was made and........................................................of............................................was appointed liquidator.
* an application made to the Supreme Court of.........................................................for the winding up of the company was *withdrawn/*dismissed.
Signature of *applicant (1)/*solicitor for the applicant............................................................................
(1) If the applicant is a company, the notice must be signed by a director or secretary or the principal executive officer.
An office copy of the court order made under sub-section 372 (1) is required to be lodged within 7 days after passing and entering.
Registered no.: COMPANIES FORM 97 Sub-sections 395 (1) and (2)
DECLARATION OF SOLVENCY
We............................................................................................................................................................ and................................................................................................................................................................... being *all/*a majority of the directors of the company, and being present at a meeting of the directors, declare that
(a) we have made an inquiry into the affairs of the company; and
(b) at this meeting, we have formed the opinion that the company will be able to pay its debts in full within a period of............................. (1) months after the commencement of the winding up.
Annexed to this declaration is a true and correct statement of the company's assets and liabilities as at the...........................day of.........................19........, being the latest practicable date before the making of this declaration.
STATEMENT TO BE ANNEXED TO DECLARATION OF SOLVENCY SHOWING ASSETS AT ESTIMATED REALIZABLE VALUES AND LIABILITIES EXPECTED TO RANK. AS AT..................................................19........(1)
(1) This statement shall be made up to the latest practicable date before the making of the declaration of solvency.
By virtue of sub-section 395 (3), a declaration or solvency has no effect unless it is made, at a meeting of directors referred loin sub-section 395 (1), within the 5 weeks immediately preceding the passing of the resolution for voluntary winding up, or within whatever further period the National Companies and Securities Commission, whether before or after the expiration of those 5 weeks, allows. The declaration has to be lodged before the date on which the notices of the meeting at which the resolution for the winding up of the company is to be proposed are sent out, or such later date as the Commission, whether before, on or after the first-mentioned date, allows.
Registered no.: COMPANIES FORM 98 Sub-section 397 (1)
Sub-regulation 84 (2)
NOTICE OF MEETING OF CREDITORS UNDER SECTION 397
I,.......................................................................of....................................................................give notice that, pursuant to sub-section 397 (1), a meeting of the creditors of the company will be held at ............................................................on the.........................................day of............................19......... at......................................*a.m./*p.m.
The winding up of the company commenced on the....................day of................................................ 19.........and I was appointed liquidator by resolution of the members of the company. As the directors declared that the company would be able to pay its debts in full within a period not exceeding 12 months after the commencement of the winding up, the liquidation is proceeding as a members' voluntary winding up.
A list of creditors prepared in accordance with sub-section 397 (2) is annexed.
I have formed the opinion that the company will not be able to pay or provide for the payment of its debts in full within that period and this meeting is summoned in order that the creditors may, if they so wish, exercise their right under sub-section 397 (5) to appoint some person other than myself to be the liquidator of the company for the purpose of winding up the affairs and distributing the property of the company.
A statement of the assets and liabilities of the company will be laid before the meeting.
* Strikeout whichever is inapplicable.
Registered no.: COMPANIES FORM 99 Sub-section 397 (7)
NOTICE OF HOLDING OF MEETING OF CREDITORS TO CONSIDER APPOINTMENT OF ANOTHER LIQUIDATOR
Take notice that, pursuant to sub-section 397 (1), a meeting of creditors of the company was summoned and held on the................................ day of............................... 19......... for the purpose of presenting to the meeting a statement of assets and liabilities of the company, and permitting the creditors, if they wished, to appoint another liquidator of the company under sub-section 397 (5).
* No change in the liquidator was made.
* ........................................................... of ........................................................... was appointed to be liquidator.
Registered no.: COMPANIES FORM 100 Sub-sections 411 (3) and (4)
RETURN BY LIQUIDATOR RELATING TO FINAL MEETING
I.....................................................................................of........................................................................ the liquidator of the company, give notice that *a general meeting of the company,/*a meeting of the company and the creditors of the company, summoned for the ................................ day of ................................19.........for the purpose of laying before the meeting an account (a copy of which is annexed to this return) showing how the winding up has been conducted and how the property of the company has been disposed of and giving any explanation of the account, *was duly held on that date/*was not attended by the necessary quorum.
Registered no.: COMPANIES FORM 101 Sub-section 421 (1)
NOTICE OF APPOINTMENT AND OF ADDRESS OF OFFICE OF LIQUIDATOR (WINDING UP BY THE COURT)
I................................................................................of............................................................................. give notice that
(a) the Supreme Court of..............................................................................................made an order on the..............................day of.......................................................................19.........appointing me as *liquidator/*provisional liquidator of the company; and
(b) the address of my office is (1)........................................................................................................
(1) In accordance with section 530a, specify the full address of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
Registered no.: COMPANIES FORM 102 Sub-section 421 (1)
NOTICE OF APPOINTMENT AND OF ADDRESS OF OFFICE. OF LIQUIDATOR (MEMBERS' VOLUNTARY WINDING UP)
I............................................................................of................................................................................ give notice that
(a) 1 was appointed liquidator of the company
* by a special resolution of the company passed on the ............................................................ day of....................19........:
* by an order of the Supreme Court of...............................made on the.................................. day of.........................................19........;
(b) the address of my office is (1).........................................................................................................
(1) In accordance with section 530a, specify the full address of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
Registered no.: COMPANIES FORM 103 Sub-section 421 (1)
NOTICE OF APPOINTMENT AND OF ADDRESS OF OFFICE OF LIQUIDATOR (CREDITORS VOLUNTARY WINDING UP)
I............................................................................of................................................................................. give notice that
(a) I was appointed liquidator of the company
* resolution of the company passed on the............................................................................ day of................................................................19.........and of the creditors of the company passed on the............................day of .......................................................................19........;
* by a resolution of the creditors of the company passed on the............................................... day of..............................19........;
* by a resolution of the company passed on the..............................day of.............................. 19........:
* by an order of the Supreme Court of...............................made on the.................................. day of..............................19........;and
(b) the address of my office is (1).........................................................................................................
(1) In accordance with section 530a, specify the full address of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
Registered no.: COMPANIES FORM 104 Sub-section 421 (1)
NOTICE: OF CHANGE IN SITUATION OF OFFICE OF LIQUIDATOR
I,........................................................................................................................................, the liquidator of the company, give notice that, on the..........................................day of.................................19........, the address of my office was changed to (1).............................................................................................
(1) In accordance with section 530a, specify the full new address of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated.
Registered no.: COMPANIES FORM 105 Sub-section 421 (2)
NOTICE BY LIQUIDATOR OF RESIGNATION OR REMOVAL FROM OFFICE
I,...................................................................................of......................................................................... give notice that, on the.....................................day of................................................................19........, I *resigned/*was removed from the office of liquidator of the company.
Registered no.: COMPANIES FORM 106 Sub-section 422 (1)
LIQUIDATOR'S ACCOUNT OF RECEIPTS AND PAYMENTS AND STATEMENT OF THE POSITION IN THE WINDING UP
Nature of winding up................................................................................................................................
Date of commencement of winding up....................................................................................................
Date to which the account and statement are made up.............................................................................
Date of appointment of liquidator............................................................................................................
Name of liquidator....................................................................................................................................
(1)Address of office..................................................................................................................................
(2)ACCOUNT OF RECEIPTS AND PAYMENTS
SUMMARY OF RECEIPTS AND PAYMENTS
(1) Insert full particulars of address to enable physical location to be identified, e.g. include the number of the room and of the floor or level of the building on which the office is situated.
(2) Full details of investments made by the liquidator and of the realization of the investments are to be given in a separate statement annexed to and forming part of this account. Any profit or loss on realization must appear in the "ACCOUNT OF RECEIPTS AND PAYMENTS" as a notional receipt or payment, as the case may be, with a reference to the particular investment.
(3) Exclude matured investments of liquidator except for that part which exceeds face value.
(4) Exclude investments made by liquidator other than losses on realization.
PARTICULARS OF DIVIDENDS DECLARED IN RESPECT OF UNSECURED CREDITORS IN THE PERIOD FOR WHICH THIS ACCOUNT HAS BEEN MADE UP(1)
Date(s) when dividend declared..........................................................................................................
Rate of dividend in the dollar..........................................................
PARTICULARS OF PAYMENTS MADE TO PREFERRED CREDITORS (1)
PARTICULARS OF RATE PER SHARE OF RETURN OF ASSETS IN SPECIE AND/OR CASH TO CONTRIBUTORIES
Return of assets in specie and/or cash to contributories at rate of $..................... per share paid on the ...................................day of..................................19.........
Total as per previous return
(1) This section need not be completed in a members' voluntary winding up.
(2) State separate amounts for each classification.
(1) STATEMENT OF POSITION IN WINDING UP
(2) 9. Details of any arrangement whereby assets of the company have been disposed of by the liquidator for a consideration other than cash..............................................
STATEMENT IN WRITING VERIFYING LIQUIDATOR'S ACCOUNT AND STATEMENT
I,....................................................................................of.............................................................................. the liquidator of....................................................Limited, state
(1) 1. that the account of receipts and payments set out above contains a full and true account of my receipts and payments in the winding up of that company, from the .......................................... day of................................................19........to the................................day of............................... 19.........and that I have not, nor has any other person by my order or for my use during that period, received or paid any moneys on account of the company other than and except the items mentioned and specified in that account;
2. that the particulars contained in the statement of the position in the winding up set out above are true to the best of my knowledge and belief.