1. In this Order—
“the Act” means the Companies Act (Northern Ireland) 1960(1);
“the Order of 1978” means the Companies (Northern Ireland) Order 1978(2).
“the Court”, without prejudice to Order 1, rule 4(2), includes the Master (Bankruptcy).
[E.r. 1]
2.—(1) Except in the case of the applications mentioned in rules 3 and 4 and applications made in proceedings relating to the winding up of companies, every application under the Act or the Order of 1978 must, in accordance with Order 5, rule 3, be made by originating summons.
(2) No appearance need be entered to an originating summons under this rule unless the application made by the summons is—
(a)an application under section 199 of the Act for an order to make provision for all or any of the matters mentioned in subsection (1) of that section where an order sanctioning the compromise or arrangement to which the application relates has previously been made, or
(b)an application under section 326 of the Act for an order directing a receiver or manager of a company to make good any such default as is mentioned in subsection (1) of that section, or
(c)an application under section 376 of the Act for an order directing a company and any officer thereof to make good any such default as is mentioned in that section, or
(3) An application under section 161(4) or 389 of the Act may be made by ex parte originating summons.
[E.r. 2]
3. The following applications under the Act must be made by originating motion, namely, applications—
(a)under section 29 for an order that a company be relieved from the consequences of default in complying with conditions constituting the company a private company,
(b)under section 52(4) for an order extending the time for delivery to the registrar of companies of any documents required by that section to be delivered,
(c)under section 159 for an order declaring that the affairs of a company ought to be investigated by an inspector appointed by the Department of Commerce for Northern Ireland,
(d)under section 161(3) for an inquiry into any such case as is therein mentioned, and
(e)under section 315 for an order declaring a dissolution of a company which has not been wound up to have been void.
[E.r. 4]
4. The following applications under the Act must be made by petition, namely, applications—
(a)under section 5 to cancel the alteration of a company's objects,
(b)under section 23 to cancel the alteration of a condition contained in a company's memorandum,
(c)under section 56 to confirm a reduction of the share premium account of a company,
(d)under section 57 to sanction the issue by a company of shares at a discount,
(e)under section 58 to confirm a reduction of the capital redemption reserve fund of a company,
(f)under section 67 to confirm a reduction of the share capital of a company,
(g)under section 72 to cancel any variation or abrogation of the rights attached to any class of shares in a company,
(h)under section 197 to sanction a compromise or arrangement between a company and its creditors or any class of them or between a company and its members or any class of them,
(i)under section 316(8) for an order restoring the name of a company to the register where the application is made in conjunction with an application for the winding up of the company,
(j)under section 345 to cancel the alteration of the form of a company's constitution, and
(k)under section 394(2) for relief from liability of an officer of a company or a person employed by a company as auditor.
[E.r. 5]
5.—(1) All proceedings to which this Order relates shall be assigned to the Chancery Division.
(2) Every originating summons, notice of originating motion and petition by which any such proceedings are begun must be issued out of or presented in the Bankruptcy and Companies Office.
(3) Every affidavit made in connection with any such proceedings must be filed in the Bankruptcy and Companies Office.
(4) Every originating summons, notice of originating motion and petition by which any such proceedings are begun and all affidavits, notices and other documents in those proceedings must be entitled in the matter of the company in question and in those proceedings must be entitled in the matter of the company in question and in the matter of the Companies Acts, (Northern Ireland) 1960 and 1978.
(5) The originating summons by which an application for leave under section 179(1) of the Act is made must be entitled in the matter of the company in relation to which the plaintiff was convicted or was guilty of such an offence or of such conduct as is mentioned in the said section 179(1) and in the matter of the Companies Acts (Northern Ireland) 1960 and 1978.
[E.r. 6]
6.—(1) After presentation of a petition by which any such application as is mentioned in rule 4 is made, the petitioner, except where his application is one of those mentioned in paragraph (2), must take out a summons for directions under this rule.
(2) The applications referred to in, paragraph (1) are—
(a)an application under section 57 of the Act to sanction the issue by a company of shares at a discount,
(b)an application under section 197 of the Act to sanction a compromise or arrangement unless there is included in the petition for such sanction an application for an order under section 199 of the Act, and
(c)an application under section 316(8) of the Act for an order restoring the name of a company to the register.
(3) On the hearing of the summons the Court may by order give such directions as to the proceedings to be taken before the hearing of the petition as it thinks fit including, in particular, directions for the publication of notices and the making of any inquiry.
(4) Where the application made by the petition is to confirm a reduction of the share capital, the share premium account, or the capital redemption reserve fund, of a company, then, without prejudice to the generality of paragraph (3), the Court may give directions —
(a)for an inquiry to be made as to the debts of, and claims against, the company or as to any class or classes of such debts or claims;
(b)as to the proceedings to be taken for settling the list of creditors entitled to object to the reduction and fixing the date by reference to which the list is to be made;
and the power of the Court under section 67(3) of the Act to direct that section 67(2) thereof shall not apply as regards any class or classes of creditors may be exercised on any hearing of the summons.
(5) Rules 7 to 12 shall have effect subject to any directions given by the Court under this rule.
[E.r. 7]
7.—(1) Where under rule 6 the Court orders such an inquiry as is mentioned in paragraph (4) thereof, the company in question must, within 7 days after the making of the order, file an affidavit made by an officer of the company competent to make it verifying a list containing—
(a)the name and address of every creditor entitled to any debt or claim to which the inquiry extends,
(b)the amount due to each creditor in respect of such debt or claim or, in the case of a debt or claim which is subject to any contingency or sounds only in damages or for some other reason does not bear a certain value, a just estimate of the value thereof, and
(c)the total of those amounts and values.
(2) The deponent must state in the affidavit his belief that at the date fixed by the Court as the date by reference to which the list is to be made there is no debt or claim which, if that date were the commencement of the winding up of the company, would be admissibly in proof against the company, other than the debts or claims set out in the list and any debts or claims to which the inquiry does not extend, and must also state his means of knowledge of the matters deposed to.
(3) The list must be left at the Bankruptcy and Companies Office not later than one day after the affidavit is filed.
[E.r. 8]
8.—(1) Copies of the list made under rule 7 with the omission, unless the Court otherwise directs, of the amount due to each creditor and the estimated value of any debt or claim to which any creditor is entitled, shall be kept at the registered office of the company and at the office of that company's solicitor.
(2) Any person shall be entitled during ordinary business hours, on payment of a fee of 50 pence, to inspect the said list at any such office and to take extracts therefrom.
[E.r. 9]
9. Within 7 days after filing the affidavit required by rule 7 the company must send by post to each creditor named in the list exhibited to the affidavit, at his last known address, a notice stating—
(a)the amount of the reduction sought to be confirmed,
(b)the effect of the order directing an inquiry as to, debts and claims,
(c)the amount or value specified in the list as due or estimated to be due to that creditor, and
(d)the time fixed by the Court within which, if he claims to be entitled to a larger amount, he must send particulars of his debt or claim and the name and address of his solicitor, if any, to the company's solicitor.
[E.r. 10]
10. After filing the affidavit required by rule 7 the company must insert, in such newspapers and at such times as the Court directs, a notice stating—
(a)the date of presentation of the petition and the amount of the reduction thereby sought to be confirmed,
(b)the inquiry ordered by the Court under rule 6,
(c)the places where the list of creditors may be inspected in accordance with rule 8, and
(d)the time within which any creditor not named in the list who claims to be entitled to any debt or claim to which the inquiry extends must send his name and address, the name and address of his solicitor, if any, and particulars of his debt or claim to the company's solicitor.
[E.r. 11]
11. Within such time as the Court directs the company must file an affidavit made by the company's solicitor and an officer of the company competent to make it—
(a)proving service of the notices mentioned in rule 9 and advertisement of the notice mentioned in rule 10,
(b)verifying a list containing the names and addresses of the persons (if any) who in pursuance of such notices sent in particulars of debts or claims, specifying the amount of each debt or claim,
(c)distinguishing in such list those debts or claims which are wholly, or as to any and what part thereof, admitted by the company, disputed by the company or alleged by the company to be outside the scope of the inquiry, and
(d)stating which of the persons named in the list made under rule 7, and which of the persons named in the list made under this rule, have been paid or consent to the reduction sought to be confirmed.
[E.r. 12]
12. If the company contends that a person is not entitled to be entered ill the list of creditors in respect of any debt or claim or in respect of the full amount claimed by him in respect of any debt or claim, then, unless the company is willing to secure payment of that debt or claim by appropriating the full amount of the debt or claim, the company must, if the Court so directs, send to that person by post at his last known address a notice requiring him—
(a)within such time as may be specified in the notice, being not less than 4 clear days after service thereof, to file an affidavit proving his debt or claim or, as the case may be, so much thereof as is not admitted by the company, and
(b)to attend the adjudication of his debt or claim at the place and time specified in the notice, being the time appointed by the Court for the adjudication of debts and claims.
[E.r. 13]
13. The list of creditors entitled to object to such reduction as is mentioned in rule 6(4), as settled by the Court under section 67(2) of the Act, shall be certified and filed by the Master (Bankruptcy) and his certificate shall—
(a)specify the debts or claims (if any) disallowed by the Court,
(b)distinguish the debts or claims (if any) the full amount of which is admitted by the company, the debts or claims (if any) the full amount of which, though not admitted by the company, the company is willing to appropriate, the debts or claims (if any) the amount of which has been fixed by adjudication of the Court under section 67(2) of the Act and other debts or claims;
(c)specify the total amount of the debts or claims payment of which has been secured by appropriation under the said section 67(2);
(d)show which creditors consent to the reduction and the total amount of their debts or claims;
(e)specify the creditors who sought to prove their debts or claims under rule 12 and state which of such debts or claims were allowed.
[E.r. 14]
14. The consent of a creditor to such reduction as is mentioned in rule 6(4) may be proved in such manner as the Court thinks sufficient.
[E.r. 15]
15.—(1) A petition for the confirmation of any such reduction as is mentioned in rule 6(4) shall not, where the Court has directed an inquiry pursuant to that rule, be heard before the expiration of at least 8 clear days after the filing of the certificate mentioned in rule 13.
(2) Before the hearing of such a petition, a notice specifying the day appointed for the hearing must be published at such times and in such newspapers as the Court may direct.
[E.r. 16]
16. Unless the Court otherwise directs, an order under section 57 of the Act sanctioning the issue of shares at a discount shall direct that an office copy of the order be delivered to the registrar of companies within 10 days after the making of the order or such extended time as the Court may allow and that the order shall not take effect until such copy has been so delivered.
[E.r. 17]