FOURTH SCHEDULE

MATTERS TO BE STATED IN AUDITORS’ REPORT

   1. Whether, in their opinion, the company’s balance sheet and profit and loss account and (if it is a holding company submitting group accounts) the group accounts have been properly prepared in accordance with the provisions of this Act and whether in their opinion a true and fair view is given—

   (a)   in the case of the balance sheet, of the state of the company’s affairs as at the end of its financial year;

   (b)   in the case of the profit and loss account (if it is not framed as a consolidated profit and loss account), of the company’s profit or loss for its financial year;

   (c)   in the case of a group accounts submitted by a holding company, of the state of affairs and profit or loss of the company and its subsidiaries dealt with thereby, so far as concerns members of the company.

   2. If they are of opinion that proper accounting records have not been kept by the company or that proper returns adequate for their audit have not been received from branches not visited by them, or if the balance sheet and (unless it is framed as a consolidated profit and loss account) the profit and loss account are not in agreement with the accounting records and returns, they shall state the fact in their report.

   3. If they fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state the fact in their report.

FIFTH SCHEDULE

PROSPECTUS

(CONTENTS OF PROSPECTUS)

   The prospectus shall state at its head:

   A copy of this prospectus has been delivered to the Registrar of Companies for registration. The registrar has not checked and will not check the accuracy of any statements made and accepts no responsibility therefore or for the financial soundness of the company or the value of the securities concerned.

PART I

MATTERS TO BE SPECIFIED

   1. The full name of the company.

   2. A full description of the securities which the public are being invited to acquire, and of the terms on which they are being invited to acquire them, including—

   (a)   the date prior to the expiration of which applications will not be accepted or treated as binding;

   (b)   if securities are being offered for subscription or purchase, the total amount payable for each share or debenture and the amount thereof payable on application and allotment; and

   (c)   the policy which will be adopted if applications exceed the shares or debentures on offer.

Where the securities are unsecured debentures they shall be described as “unsecured”.

   3. Whether application has been or is being made to a stock exchange for permission to deal in the securities concerned.

   4. If so, the name of the stock exchange.

   5. If not, a statement that there will not be a market for the securities and that any holder wishing to dispose of his securities may be unable to do so.

   6. The full name (including any former or other names), residential and postal address and business occupation of every person making the invitation, if other than the company.

   7. The situation of the company’s registered office, and its postal address.

   8. The full name (including any former or other names), residential and postal address and business occupation of every director or proposed director and of the secretary or proposed secretary of the company, and particulars of all other directorships held by each director or proposed director.

   9. The names, addresses and professional qualifications of the company’s auditors.

   10. The name and address of any underwriter of the invitation.

   11. The names and addresses of the company’s bankers, stockbrokers and legal practitioners.

   12. If the invitation relates to debentures, the names and addresses of any trustees for debentureholders, the date of the resolutions creating the debentures, and short particulars of the security therefor or, if the debentures are unsecured, a statement to that effect.

   13. The nature of the business or businesses of the company or, if the company has no business, its principal objects.

   14. The restrictions, if any, upon the business of the company contained in the memorandum of association.

   15. A brief summary of the history of the company.

   16.—(a) The names, countries of incorporation, and nature of the businesses of all subsidiaries of the company and of all bodies corporate in which the company is beneficially entitled to equity shares conferring the right to exercise more than 25 per cent of the votes exercisable at a general meeting of the body corporate.

   (b) If the company is a subsidiary, the name, country of incorporation and nature of the business of the holding company and the number of shares in each class of the company held by the holding company.

   17. Where the company is proposing to acquire securities in any body corporate (hereinafter in this Schedule called a “proposed subsidiary") which, by reason of the acquisition or anything to be done in consequence thereof or in connexion therewith, will become a subsidiary of the company, the name, country of incorporation, and nature of the business of that proposed subsidiary.

   18. Where the company is proposing to acquire a business, a full description of the nature of that business.

   19. The situation, area, and tenure (including, where appropriate, the rent and unexpired term of any lease or concession) of the main places of business of the company and its subsidiaries and proposed subsidiaries.

   20. A statement as to (a) the financial and trading prospects of the company together with any material information which may be relevant thereto, and (b) any material changes in the financial or trading position of the company which may have occurred since the end of the last completed financial year of the company.

   21. A statement by the directors of the company that in their opinion the company’s working capital is sufficient or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary.

   22. The amount or estimated amount of the expenses incidental and preliminary to the invitation (including the expenses of any application to a stock exchange for permission to deal in the securities concerned in the invitation) and by whom such expenses are payable.

   23. Particulars of any commissions paid within the two preceding years, or payable, as commission for acquiring any shares or debentures of the company or of any of its subsidiaries and proposed subsidiaries.

   24. Where the company is inviting or, under section 166 of the Act is deemed to be inviting, the public to subscribe for any of its shares or debentures—

   (a)   a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are to be applied;

   (b)   the minimum amount which in the opinion of the company’s directors must be raised by the issue in order to provide the sums, or, if part thereof is to be defrayed in any other manner, the balance of, the sums, required to be provided in respect of each of the following matters—

      (i)   the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;

      (ii)   any expenses incidental and preliminary to the invitation and issue (including the expenses of any application to a stock exchange for permission to deal in the shares or debentures) payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares or debentures of the company;

      (iii)   the repayment of any moneys borrowed by the company in respect of any of the foregoing matters; and

      (iv)   working capital; and

   (c)   the amounts to be provided in respect of the matters stated in subparagraph (b) otherwise than out of the proceeds of the issue and the sources out of which these amounts are to be provided.

   25. Where a person other than the company is inviting the public to purchase any shares or debentures of the company (whether or not, under section 166 of the Act, the invitation is also deemed to be made by the company)—

   (a)   if such shares or debentures were issued by the company for cash, a statement of the price per share or debenture at which those shares or debentures were issued, and of the total net proceeds of the issue;

   (b)   if such shares or debentures were issued by the company for a consideration other than cash, a statement of the nature of the consideration and an estimate by the directors of its fair value and of the price per share or debenture which it represents;

   (c)   if the person making the invitation did not acquire the shares or debentures directly from the company on their issue—

      (i)   if he purchased them for cash, a statement of the price per share or debenture at which he purchased them (or, if purchased over a period of time at different prices, the lowest and highest prices) and the total purchase price paid by him; and

      (ii)   if he acquired them for a consideration other than cash, a statement of the nature of the consideration and an estimate by him of its fair value and of the price per share or debenture which it represents.

   26. The authorized capital of the company and the number and description of the company’s authorized shares of each class and issued shares of each class.

   27. The amount paid on the issued shares of each class (a) in cash, (b) otherwise than in cash.

   28. The amount, if any, remaining payable on the shares of each class previously issued, distinguishing between the amount presently due for payment and the amount not yet due for payment.

   29. The number of unissued shares of each class agreed to be issued and the amount payable therefore, distinguishing between the amount payable in cash and the amount payable otherwise than in cash.

   30. If the company’s shares are divided into different classes, the rights in respect of voting, repayment, and dividends and other special rights attached to the several classes and a statement as to the consents necessary for the variation of such rights.

   31. The amounts of the dividends (if any) per share paid by the company in respect of each class of shares in each of the ten completed financial years of the company immediately preceding the date of publication of the prospectus, or in respect of each of the financial years since the incorporation of the company if this occurred less than five years before such publication, and particulars of any cases in which no dividends have been paid in respect of any class of shares in any of those years.

   32. If any of the company’s shares are redeemable preference shares, the earliest date on which the company has power to redeem them.

   33. The name of every holder and (so far as is known) every beneficial owner of more than 25 per cent of the company’s shares or any class of shares and the number and description of the shares held or owned.

   34. The amount of the outstanding debentures issued or agreed to be issued by the company and any of its subsidiaries and proposed subsidiaries or, if none, a statement to that effect.

   35. Particulars of any bank overdrafts of the company and any of its subsidiaries and proposed subsidiaries as at the latest practical date (which shall be stated) or if there are no bank overdrafts, a statement to that effect.

   36. The nature of the consideration for the issue of any of the company’s shares or debentures issued or proposed to be issued otherwise than for cash.

   37. Particulars of any shares or debentures of any of the company’s subsidiaries and proposed subsidiaries which have, within two years immediately preceding the publication of the prospectus, been issued, or which are proposed to be issued, otherwise than for cash and the nature of the consideration.

   38. Particulars of any shares or debentures of the company or any of its subsidiaries and proposed subsidiaries which have, within two years immediately preceding the publication of the prospectus, been issued, or which are proposed to be issued, for cash, the price and terms upon which the same have been or are to be issued and (if not already fully paid) the dates when any instalments are payable.

   39. Particulars of any shares or debentures of the company or any of its subsidiaries and proposed subsidiaries which are under option, or agreed conditionally or unconditionally to be put under option, with the price to be paid for the securities under option, the duration of the option, the consideration for which the option was granted, and the name and address of the grantee:

   Provided that where the option is to all the shareholders or debentureholders or any class thereof or to employees generally, it shall be sufficient, so far as names are concerned, to record that fact without giving the names and addresses of the grantees.

   40. Where any property has been acquired or is proposed to be acquired by the company or any of its subsidiaries and proposed subsidiaries (except where the contract for its acquisition was (i) completed and any purchase money fully paid, more than two years before the date of publication of the prospectus; or (ii) entered into in the ordinary course of business and there is no connexion between the contract and the invitation)—

   (a)   the names and addresses of the vendors;

   (b)   the amount paid or to be paid in cash, shares, debentures or otherwise to the vendor, and, where there is more than one separate vendor or the company or subsidiary or proposed subsidiary is a sub-purchaser, the amount so paid or to be paid to each vendor, distinguishing between the amounts paid or to be paid—

      (i)   in cash;

      (ii)   in shares;

      (iii)   in debentures;

      (iv)   the nature of, and value attributed to, any other consideration; and

      (v)   the amount (if any) paid or payable for goodwill;

   (c)   full particulars of the nature and extent of the interest, direct or indirect, of every director or proposed director of the company or any of its subsidiaries and proposed subsidiaries in any such property;

   (d)   short particulars of all transactions relating to any such property which were entered into or completed within the two years immediately preceding the date of publication of the prospectus.

   41. Unless more than two years have elapsed since the registration of the company—

   (a)   the amount or estimated amount of the expenses incidental or preliminary to the promotion and registration of the company and by whom those expenses have been paid or are payable;

   (b)   the names of the promoters of the company;

   (c)   the amount of any cash or securities paid, or benefit given or proposed to be given, to any promoter and the consideration for such payment or benefit; and

   (d)   full particulars of the nature and extent of the interest of every director and proposed director in the promotion of the company.

   42. Where the prospectus includes a statement purporting to be made by an expert, a statement that the expert has given and has not withdrawn his written consent to the publication of the prospectus with the statement included in the form and context in which it is included.

   43. The dates of, parties to, and general nature of, every material contract (other than contracts entered into in the ordinary course of business or completed more than two years before the date of publication of the prospectus).

   44. A reasonable time (not being less than 28 days) during which, and place at which, the following documents (or certified copies thereof), may be inspected—

   (a)   the company’s memorandum and articles;

   (b)   where the invitation relates to debentures, the debenture trust deed, if any;

   (c)   each contract disclosed pursuant to paragraph 43 hereof or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof;

   (d)   the profit and loss account, balance sheet, group accounts and reports required to be circulated to the members and debentureholders of the company in accordance with section 182 of the Act, for the five financial years of the company immediately preceding the date of publication of the prospectus or, if the company has been incorporated for less than five years, for the number of years in respect of which it has or should, in accordance with section 182 of the Act, have circulated such accounts and reports;

   (e)   the profit and loss account and balance sheet of every subsidiary and proposed subsidiary of the company and of every business acquired or to be acquired by the company for each of its five financial years immediately preceding the date of publication of the prospectus, or, if any subsidiary or proposed subsidiary has been incorporated or any business has been carried on for less than five years, for the number of financial years completed since its incorporation or commencement:

      Provided that this subparagraph shall not apply to the profit and loss accounts and balance sheets of a subsidiary or business in respect of any financial years in which the profits or losses and assets and liabilities of the subsidiary or business are dealt with in the accounts or group accounts of the company;

   (f)   all other reports, letters, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the prospectus; and

   (g)   a written statement, signed by the accountants making the report required under Part II of this Schedule, setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefor:

   Provided that if the whole or any part of any of the abovementioned documents is in a language other than English, a certified translation of such a document or of the parts thereof which are not in English shall be made available for inspection instead of the original or a certified copy:

   Provided further that where accounts have not been kept by the company in the form specified in subparagraphs (d) and (e) accounts in another form giving equivalent information may be substituted.

   45. The names and addresses of the accountants making the reports required under Part II of this Schedule.

PART II

REPORTS TO BE SET OUT

   46. A report by accountants duly qualified under section 192 of the Act to be appointed auditors of the company—

   (a)   with respect to the profits or losses of the company in respect of each of the five completed financial years immediately preceding the publication of the prospectus, or in respect of each of the financial years since the incorporation of the company if this occurred less than five years before such publication; and if the last financial year of the company ended six months or more before the date of the publication of the prospectus, with respect to the profits or losses from the end of the last financial year to the latest practicable date not being more than six months before the date of the publication of the prospectus;

   (b)   where the company is a holding company, in lieu of the report required by subparagraph (a), a like report with respect to the profits or losses of the company and of its subsidiaries, so far as such profits or losses can properly be regarded as attributable to the interests of the company;

   (c)   with respect to the assets and liabilities of the company as at the end of its last financial year or, if the financial year ended six months or more before the date of publication of the prospectus, as at the latest practicable date not being more than six months before the date of publication of the prospectus;

   (d)   where the company is a holding company, in lieu of the report required by subparagraph (c), a like report with respect to the assets and liabilities of the company, and of its subsidiaries so far as such assets can properly be regarded as attributable to the interests of the company; and

   (e)   with respect to the aggregate emoluments paid by the company to the directors of the company or any group body corporate during the last period for which the accounts have been made up, and the amount, if any, by which such emoluments would differ from the amounts payable under any arrangements in force at the date of publication of the prospectus;

   (f)   with respect to any other matters which appear to the accountants to be relevant having regard to the purpose of the report.

   In making such report the accountants shall make such adjustments (if any) as are in their opinion appropriate for the purposes of the prospectus.

   47. Where at any time within the five years immediately preceding the publication of the prospectus the company has acquired any business or any subsidiary, or where at the date of the publication of the prospectus the company proposes to acquire any business or any proposed subsidiary, a report in manner hereinafter appearing by accountants duly qualified under section 192 of the Act to be appointed auditors of the company—

   (a)   with respect to the profits or losses of that business or subsidiary or proposed subsidiary in respect of each of the five financial years immediately preceding the publication of the prospectus, or in respect of each of the financial years since the commencement of that business or the incorporation of that subsidiary or proposed subsidiary if that occurred less than five years before the publication of the prospectus; and if the last financial year of that business, subsidiary or proposed subsidiary ended six months or more before the date of the publication of the prospectus, with respect to the profits or losses from the end of the last financial year to the latest practicable date not being more than six months before the date of the publication of the prospectus:

   Provided that—

      (i)   such report shall deal with such of the profits or losses of a subsidiary or proposed subsidiary as can properly be regarded as attributable to the interests of the company;

      (ii)   where the report relates to any financial year before the subsidiary became a subsidiary of the company or relates to a proposed subsidiary, only such of its profits or losses shall be regarded as attributable to the interests of the company as would have been properly so attributable if the company had held the securities in the subsidiary or proposed subsidiary which it holds at the date of publication of the prospectus or proposes to acquire;

      (iii)   where any such subsidiary or proposed subsidiary has itself subsidiaries the report shall be extended to the profits or losses of the subsidiary or proposed subsidiary and its subsidiaries so far as the same can properly be regarded as attributable to the interests of the company;

      (iv)   the report required by this paragraph need not extend to any period in respect of which the profits or losses of that business or the appropriate part of the profits or losses of that subsidiary are dealt with in the report required under paragraph 46;

   (b)   where a business or subsidiary has been acquired since the latest date to which the accounts of the company have been made up, or where the company proposes to acquire a business or a proposed subsidiary, with respect to the assets and liabilities of that business or that subsidiary or proposed subsidiary as at the end of its last financial year, or, if the financial year ended six months or more before the date of publication of the prospectus, as at the latest practicable date not being more than six months before the date of publication of the prospectus:

   Provided that—

      (i)   such report shall deal with the assets and liabilities of the subsidiary or proposed subsidiary so far as such assets and liabilities can properly be regarded as attributable to the interests of the company;

      (ii)   in relation to a proposed subsidiary only such assets and liabilities shall be regarded as attributable to the interests of the company as would have been properly so attributable if the company had held the securities in the proposed subsidiary which it proposes to acquire;

      (iii)   where any such subsidiary or proposed subsidiary has itself subsidiaries, the report shall be extended to the assets and liabilities of that subsidiary or proposed subsidiary and its subsidiaries so far as the same can properly be attributable to the interests of the company;

   (c)   with respect to any other matters which appear to the accountants to be relevant having regard to the purpose of the report.

   In making such report the accountants shall make such adjustments (if any) as are in their opinion appropriate for the purposes of the prospectus; and if any of the information specified is for reasons beyond the power of the company not available, that fact and the reasons therefor shall be stated.

SIXTH SCHEDULE

FORM OF TRANSFER OF FULLY-PAID SHARES IN COMPANY LIMITED BY SHARES

   I, ...................................................................................................

(full name, address and occupation of transferor)

   in consideration of .....................................................................................

   hereby transfer to .....................................................................................

(full name, address and occupation of transferee)

   ................................................................................ fully-paid

(number of shares)

   ..................................................................................... shares numbered

(class of shares)

   ....................................... to ................................... (inclusive) in

(distinguishing numbers of shares, if any)

   .............................................................................................. Limited

(name of company)

   Dated: ...............................................................................................

.................................
Signature of Transferor

   (If the transfer is not made by the registered holder(s) the name(s) and capacity (e.g. Executor) of the person making the transfer should also be stated.)

ACKNOWLEDGEMENT BY THE TRANSFEREE

   I, the said ...................................................................... hereby acknowledge the transfer.

.................................
Signature of Transferor

SEVENTH SCHEDULE

DEFINITION OF “SUBSIDIARY”

   For the purposes of this Act—

   "subsidiary", as regards a company or other body corporate, means that, in relation to any other body corporate—

   (a)   that other is a member of it and by the exercise of some power directly or indirectly vested in it, whether by virtue of the beneficial ownership of shares or otherwise, can appoint or remove or procure the appointment or removal of all or not less than half of its directors for the time being or can prevent the appointment or removal of all or not less than half of its directors:

      Provided that—

      (i)   a power exercisable in a fiduciary capacity for another person shall be treated as exercisable by that other and not by the fiduciary;

      (ii)   a power exercisable by virtue of shares held by way of security only for the purpose of a transaction entered into in the ordinary course of business of that other body corporate shall be disregarded;

      (iii)   a body corporate shall be deemed to have power to appoint a director of another body corporate if any person’s appointment as director of that other body corporate necessarily follows from his appointment as director or other officer of that first named body corporate; or

   (b)   that other holds more than half in nominal value of its equity share capital; or

   (c)   it is a subsidiary of any body corporate which is that other’s subsidiary.

SUBSIDIARY LEGISLATION

EXTERNAL COMPANIES (ACCOUNTS PROVISIONS) (NON-APPLICATION) NOTICE

under s. 312 (7)

G.N. 28/1996

1.   Citation

   These Regulations may be cited as the External Companies (Accounts Provisions) (Non-Application) Notice.

2.   Non-application of section 312 of the Act to named external company

   Section 312 of the Act shall not apply to MINE LABOUR ORGANIZATIONS (WENELA) LIMITED, an external company.

EXTERNAL COMPANIES (APPOINTMENT OF LOCAL DIRECTORS) (EXEMPTION) ORDER

under s. 314(7)

G.N. 27/1986
114/1987
7/1999
20/1999
62/2000

1.   Citation

   This Order may be cited as the External Companies (Appointment of Local Directors) (Exemption) Order.

2.   Exemption of named external companies

   The external companies named in the Schedule are hereby exempted from the provisions of subsections (1) to (6) inclusive of section 314 of the Act.

SCHEDULE

Name of External Company

Address in Malawi

(1)   Commercial Assurance Company Limited

Hardelec House
Victoria Avenue
P.O. Box 661, Blantyre

(2)   Mine Labour Organizations (WENELA) Ltd.

Kamuzu Procession Road
P.O. Box 334, Lilongwe

(3)   Protea Assurance Company Limited

Development House
Henderson Street
P.O. Box 1077, Blantyre

(4)   Royal Assurance Company Limited

Downs House, Victoria Avenue
P.O. BOX 442, Blantyre

(5)   South African Mutual Life Assurance Society (also known as Old Mutual)

6 Building Society House
Chilembwe Road
P.O. Box 293, Blantyre

(6)   The Guardian Assurance Company Limited

Development House
P.O. Box 1214, Blantyre

(7)   Van Rees (Great Britain) Limited

Churchill Road
P.O. Box 5108, Limbe

(8)   Commonwealth Development Corporation

Commercial Bank BuildingP.O. Box 30397
Lilongwe 3

(9)   Commercial Union of South Africa Limited

P.O. Box 661, Blantyre

(10) Old Mutual plc

P.O. Box 393, Blantyre

(11) Land O’Lakes

Private Bag 396
Lilongwe 3

COMPANIES (FEES) REGULATIONS

under s. 345

G.N. 22/1986
36/1997
33/2005
9/2012

1.   Citation

   These Regulations may be cited as the Companies (Fees) Regulations.

2.   Fees

   The fees prescribed in the Schedule shall be payable in respect of the matters specified therein in relation to such fees.

SCHEDULE

Matter

Fees

K

t

1.

For registration of a company having shares, including memorandum and articles of association and all accompanying documents and issue of certificate of incorporation

25,000

00

Plus—

(a)

for the first K 1,000 of authorized capital

500

00

(b)

for each additional K2,000 of authorized capital or part thereof

20

00

2.

For registration of a company limited by guarantee, including memorandum and articles of association and all accompanying documents and issue of certificate of incorporation

20,000

00

3.

On conversion of—

(a)

a company limited by shares to a company limited by guarantee

20,000

00

(b)

a limited company to an unlimited company

20,000

00

(c)

an unlimited company to a limited company

20,000

00

(d)

a public company to a private company

20,000

00

(e)

a private company to a public company

20,000

00

4.

On registration of a change of name (except pursuant to a conversion from one type of company to another)

5,000

00

5.

For reservation or renewal of reservation of a name

5,000

00

6.

For registration of a notice of increase of capital; for each K2,000 or part thereof

20

00

7.

For registration of an annual return and accompanying documents

2,000

00

8.

For registration of a prospectus

10,000

00

9.

For registration of particulars of an external company under section 307 of the Act

20,000

00

10.

For registration of accounts of an external company under section 312 of the Act

20,000

00

11.

For registration of a prospectus of an external company or other non-Malawian company under section 322 or 323 of the Act

10,000

00

12.

For recording the dissolution of a company under section 303 of the Act

5,000

00

plus the cost of publishing the appropriate notice in the Gazette or in a newspaper in general circulation in Malawi.

13.

For registration of any other document or granting of any consent or approval under the Act

1,000

00

14.

For any inspection of the register relating to one company

1,000

00

15.

For supplying a copy or certified copy of any document

1,000

00

16.

For the purposes of section 226 (5) of the Act

15 per cent of the value of the assessments under his control or taken into his custody

COMPANIES (FORMS) REGULATIONS

under s. 345

G.N. 23/1986

1.   Citation

   These Regulations may be cited as the Companies (Forms) Regulations.

2.   Forms

   The forms set out in the Schedule shall be used for the purposes of the Act, and such particulars as are contained in those forms and not particularly prescribed by the Act are hereby prescribed as particulars required under the Act.

SCHEDULE

FORM No. 1

COMPANIES ACT

( Cap. 46:03)

Company Registration No. .....................................

REGISTRATION STATEMENT

(SECTION 14)

   Name of company ..................................................................................

   Situation of registered office ..........................................................................

   Postal address of registered office .....................................................................

   Name of agent (if any) for registration ..................................................................

   Address .........................................................................................

   Postal address ...................................................................................

   Particulars of first directors of company:

Name

Former or other name(s)

Residential address

Postal address

Occupation

Signature consenting to act as Director

   Particulars of first secretary of company:

Name

Former or other name(s)

Residential address

Postal address

Occupation

Signature consenting to act as Secretary

   [NOTE: Where all the partners in a firm are joint secretaries, the name and address of the principal officer of the firm (and, if that address is outside Malawi, the address of the principal officer of the firm in Malawi) may be given, instead of the particulars of each partner. Where the secretary is a body corporate, the corporate name and its registered or principal office (and, if that office is outside Malawi, the address of the body corporate in Malawi) should be given.]

   Signed by or on behalf of the subscribers to the memorandum:

...................................

...................................

   Date: ................................

FORM No. 2

COMPANIES ACT

(CAP. 46:03)

Company Registration No. .............................

CERTIFICATE OF INCORPORATION

(SECTION 15)

   of ............................................................................. (Private/Public Company)

   I hereby certify that the above-named company has this day been incorporated under the Companies Act, 1984, and that the company is limited.

   Given under my hand at Blantyre, Malawi, this ....................................... day of ..................,

   nineteen hundred and ..............................................

Signed:

..............................................
Registrar of Companies
(Official Stamp)

FORM No. 3

COMPANIES ACT

(CAP. 46:03)

Company Registration No ............................

PARTICULARS OF CHARGE

(SECTION 86)

   Name of company .................................................................

   Registered office.....................................................................

   Presented by ............................................................................

   Address................................................................................

(1)

(2)

(3)

(4)

(5)

Date and description of instrument creating or evidencing the mortgage or charge

Amount secured by the mortgage or charge

Short particulars of all the property mortgaged or charged

Name(s), address(es) and description(s) of the mortgagee(s) or chargee(s) or the person(s) entitled to the mortgage or charge

Particulars of any commission, allowance or discount

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.............

.................

   Signature of person delivering particulars ......................................................

   Position in relation to company, if any ........................................................

   Date .......................................

NOTE:A copy of the instrument, if any, creating the mortgage or charge, certified to be a true and complete copy of the original instrument, must be delivered to the registrar with these particulars, unless the mortgage or charge is registered under some other Act, in which case particulars of the instrument sufficient to identify it should be given.

FORM No. 4

COMPANIES ACT

(CAP. 46:03)

Company Registration No. .........................

PARTICULARS OF A MORTGAGE OR CHARGE SUBJECT TO WHICH PROPERTY HAS BEEN ACQUIRED

(SECTION 87)

   Name of company ..................................................................

   Registered office ........................................................................

   Presented by .........................................................................

   Address ............................................................................

(1)

(2)

(3)

(4)

Date and description of instrument creating or evidencing the mortgage or charge

Date of acquisition of the property

Short particulars of the property mortgaged or charged

Name(s), address(es) and description(s) of the mortgagee(s) or chargee(s) or person(s) entitled to the mortgage or charge

.....................

..................

..................

...................

.....................

..................

..................

...................

.....................

..................

...................

...................

.....................

..................

...................

...................

.....................

..................

...................

.......................

   Signature of person delivering particulars .................................

   Position in relation to company, if any ...................................

   Date .........................

NOTE:A copy of the instrument, if any, creating the mortgage or charge, certified to be a true and complete copy of the original instrument, must be delivered to the registrar with these particulars unless—

   (a)   the instrument has already been registered with the registrar; or

   (b)   the instrument is registered under some other Act, in which case particulars of the instrument sufficient to identify it should be given.

FORM No. 5

COMPANIES ACT

(CAP. 46:03)

Company Registration No. .............................

PARTICULARS OF A SERIES OF DEBENTURES

(SECTION 86)

   Name of company ........................................................................

   Registered office .........................................................................

   Presented by ............................................................................

   Address ................................................................................

Date of covering instrument, if any

Total amount secured by the whole series

Date and amount of present issue (if any) of debentures of the series

Date(s) of resolution(s) authorizing the issue of the series

General description of the property charged

Names of the trustees (if any) for the debenture holders

Particulars of any commission, allowance or discount

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

........

   Signature of person delivering particulars ...............................

   Position in relation to company, if any .................................

   Date .............................

   *If the debentures contain or give a charge by reference to some other instrument, the date of that instrument should be given. If there is no such instrument, the date should be given of the first execution of any debenture of the series.

NOTES :

1.   This form should be used for registration of particulars of the ENTIRE series. When more than one issue of debentures in the series is made, particulars of the date and amount of each issue subsequent to the first should be given to the registrar on Form No. 6

2.   A copy of the instrument, if any, creating or containing the charge, certified to be a true and complete copy of the original instrument, must be delivered to the registrar with these particulars. If there is no such instrument, a certified copy of one of the debentures of the series must be delivered.

FORM No. 6

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ...............

PARTICULARS OF AN ISSUE OF DEBENTURES IN A SERIES

(SECTION 86)

   Name of company .......................................................................

   Registered office ........................................................................

   Presented by ...........................................................................

   Address ...............................................................................

(1)

(2)

(3)

Date of present issue

Amount of present issue

Particulars of any commission, allowance or discount

................

................

................

................

................

................

................

................

................

................

................

................

................

................

................

................

................

................

   Date ........................

NOTE: For registration of particulars of the entire series, Form No. 5 must be used.

FORM No. 7

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ...............

MEMORANDUM OF SATISFACTION OF MORTGAGE OR CHARGE IN WHOLE OR IN PART OR OF RELEASE OF PART OF PROPERTY OR UNDERTAKING FROM MORTGAGE OR CHARGE OR THAT PART OF PROPERTY CHARGED HAS CEASED TO FORM PART OF COMPANY’S PROPERTY OR UNDERTAKING

(SECTION 90)

   Name of company .............................................................................

   Registered office ...............................................................................

   Presented by ..................................................................................

   Address ......................................................................................

   The above-named company hereby gives notice that with respect to the registered charge or series of debentures described below—

   * 1. The debt for which the same was wholly paid or satisfied on .........................................

   * 2. The debt for which the same was given was partly paid or satisfied to the extent of ......... on ...........

   * 3. Part of the property or undertaking charged was released from the charge on .........................., so that the following property is no longer subject to the charge (give particulars)..................................

   ...............................................................................................

   ...............................................................................................

   ...............................................................................................

   * 4. Part of the property or undertaking subject to the registered charge ceased to form part of the property or undertaking (give particulars of property) ................................................................

   ...............................................................................................

   ...............................................................................................

   ...............................................................................................

   ...............................................................................................

   PARTICULARS OF REGISTERED CHARGE OR SERIES OF DEBENTURES

(1)

(2)

(3)

(4)

Description of instrument(s) creating charge, or (if series of debentures) authorizing resolution

Date of instrument or of authorizing resolution

Short particulars of all property mortgaged or charged

Date of registration of particulars with registration

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

   Signed on behalf of company .....................................................................

   Position in relation to company ....................................................................

   Date ...........................................................................................

Signed by person(s) entitled to the charge

.......................................................
.......................................................
.......................................................

   Date ...............................

FORM No. 8

COMPANIES ACT

( Cap. 46:03)

Company Registration No. ............................

MEMORANDUM OF VARIATION OF REGISTERED CHARGE

(SECTION 91)

   Name of company ...................................................................................

   Registered office ....................................................................................

   Presented by .......................................................................................

   Address ...........................................................................................

   The above-named company hereby gives notice that with respect to the registered charge or series of debentures described below .......................................................................................

   *1. The extent of the security has been increased as follows: ................................................

   * 2. The amount for which the security is available has been increased as follows: ...............................

   * 3. The terms of the charge has been varied as follows: ....................................................

(1)

(2)

(3)

(4)

Description of instrument(s) creating charge, or (if series of debentures) authorizing resolution

Date of instrument or of authorizing resolution

Short particulars of all property mortgaged or charged

Date of registration of particulars with registrar

.................

.................

.................

.................

.................

.................

.................

.................

   Signed on behalf of the company .................................................................

   Position in relation to the company ...............................................................

   Date ..................................

NOTE: Notification of the satisfaction of a mortgage or charge (in whole or in part), or of the release of part of the property or undertaking from a mortgage or charge secured over it, or that part of the property charged has ceased to form part of a company’s property or undertaking, should be delivered to the registrar on Form No. 8 and not on this form.

FORM No. 9

COMPANIES ACT

( Cap. 46:03)

Company Registration No. ................................

NOTICE OF APPOINTMENT OF RECEIVER OR MANAGER OR OF ENTRY INTO POSSESSION AS MORTGAGEE

(SECTION 92)

   Name of company ..................................................................................

   Registered office ...................................................................................

   Presented by ......................................................................................

   Address ..........................................................................................

   Notice is hereby given that—

   * 1. An order has been made for the appointment of a receiver or manager of the property of the above-named company as follows (give details and attach a a certified copy of the Order)—.............................................................................................

   ..................................................................................................

   ..................................................................................................

   * 2. A receiver or manager has been appointed, or the mortgagee has entered into possession, of the property of the company under powers contained in a charge as follows (give details)—

(1)

(2)

(3)

(4)

Full names of receiver*/receiver and manager*/mortgagee

Address

Date of appointment (or entry into possession)

Property affected

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

...................

   Signature: .....................................................................................

   Capacity in which this notice is given: ...............................................................

   Date ........................................

FORM No. 10

COMPANIES ACT

( Cap. 46:03)

Company Registration No. .................................

NOTICE THAT RECEIVER OR MANAGER HAS CEASED TO ACT, OR THAT MORTGAGEE HAS GONE OUT OF POSSESSION OF PROPERTY OF COMPANY

(SECTION 92)

   Name of company ..................................................................................

   Registered office ...................................................................................

   Presented by ......................................................................................

   Address ..........................................................................................

   Notice is hereby given that—

   * 1. ........................................................................................., who

(names and address)

was appointed as* receiver/receiver and manager of he undermentioned property of the company on ..................., has ceased to act as such.

   * 2. .........................................................................................., who

(names and address)

entered into possession of the undermentioned property of the company as mortgagee on ....................., has gone out of possession of the said property.

   Date of ceasing to act or going out of possession ........................................................

   Property affected ..................................................................................

   .................................................................................................

   Signature ...................................

   Capacity in which this notice is given ..................................................................

   Date .....................................

FORM No. 11

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ......................

(Copy)

SPECIAL RESOLUTION

(SECTIONS 120 AND 122)

   of ............................................................................... Limited Passed the .................... day of ...................., 19.....

   At a General Meeting/Extraordinary General Meeting of the members of the above-named company, duly convened and held at

   ................................................................................................

   ................................................................................................

   on the ...................... day of ...................., 19..... the following SPECIAL RESOLUTION was duly passed—

Date signed ...............................

Signed ......................................

Name .......................................

Title ........................................

NOTE: This copy Special Resolution must be signed by the Chairman of the meeting or a director or the secretary of the company, and must then be filed with the registrar within 21 days after being passed.

FORM No. 12

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ................

PARTICULARS OF SITUATION OF REGISTERED OFFICE AND OF REGISTERED POSTAL ADDRESS OR OF CHANGE OF REGISTERED OFFICE OR OF REGISTERED POSTAL ADDRESS

(SECTION 127)

   Name of company ..................................................................................

   Presented by ......................................................................................

Address .............................................................................................

   The above-named company gives notice of the following particulars—

   (1)   The company’s registered office is situated at*/has been changed to ....................................

   (2)   The company’s registered postal address is*/has been changed to ......................................

   Signed on behalf of the company .....................

   Position in relation to company .......................

   Date .......................

FORM No. 13

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ...............

ANNUAL RETURN OF COMPANY

(SECTION 181)

   Annual return of ................................ Limited made up to the ..............................., 19....... (Note 1)

   1. Nature of the business or businesses of the company or, if the company is not carrying on a business, the nature of its objects ...........................................................................................

   2. Situation of the company’s registered office ...........................................................

   ..................................................................................................

   ..................................................................................................

   ..................................................................................................

   Post Office Box No. .................................................................................

   3. Address of the company’s principal place of business in Malawi ...........................................

   ..................................................................................................

   ..................................................................................................

   4. Situation(s) at which company’s register of members and register of debentureholders are kept, if elsewhere than at registered office (Note 2)..............................................................................
..................................................................................................

5.

SUMMARY OF SHARE CAPITAL AND DEBENTURES:

(a)

Nominal Share Capital:

(1)

Nominal Share Capital K................. divided into:

Number

Class

Value

...........

...........

Shares of ......................................each

...........

...........

Shares of ......................................each

...........

...........

Shares of ......................................each

...........

...........

Shares of ......................................each

(b)

Issued Share Capital and Debentures:

Number

Class

(2)

Number of shares of each class issued up to the date of this Return (which number must agree with the total shown in the list as held by existing members)

................
................
................
................
................
................

.................. Shares
.................. Shares
.................. Shares
.................. Shares
.................. Shares
.................. Shares

(3)

Amount called up on number of shares of each class (Note 3)

.... per share on


.... per share on


.... per share on


.... per share on

................


................


................


................

.................. Shares


.................. Shares


.................. Shares


.................. Shares

(4)

Amount paid up on number of shares of each class (Note 3)

.... per share on


.... per share on


.... per share on


.... per share on

................


................


................


................

.................. Shares


.................. Shares


.................. Shares


.................. Shares

(5)

Total amount of calls received, (Note 3) K.........................

(6)

Total amount of calls unpaid K.........................

Number

Class

(7)

Amount of unpaid liability on shares of each class which is not yet due for payment

.... per share on


.... per share on


.... per share on


.... per share on

................


................


................


................

.................. Shares


.................. Shares


.................. Shares


.................. Shares

(8)

Total amount of unpaid liability K.......

Number

Class

(9)

Total number of Shares of each class forfeited

................


................


................

.................. Shares


.................. Shares


.................. Shares

(10)

Total amount paid (if any) on Shares forfeited

K ............................................

(11)

Total amount of Shares for which Share Warrants to Bearer are outstanding

K ............................................

(12)

Total amount of Share Warrants to Bearer surrendered since the date of the last return

K ............................................

(13)

Number of Shares comprised in each Share Warrant to Bearer, specifying in the case of Warrants of different kinds, particulars of each kind

K ............................................

6.

PARTICULARS OF INDEBTEDNESS: Total amount of indebtedness of the Company in respect of all mortgages and charges which are required to be registered with the Registrar of Companies.

K ............................................

7.

PARTICULARS OF DIRECTORS OF THE COMPANY AT THE DATE OF THIS RETURN (See notes 4 and 5):

Surname

Forenames

Address

Business Occupation (if any)

8. PARTICULARS OF THE SECRETARY OF THE COMPANY AT THE DATE OF THIS RETURN (See notes 4 and 5):

Surname

Forenames

Address

Business Occupation (if any)

9. LIST OF PAST AND PRESENT MEMBERS (NOTE 6)

Folio in register ledger containing particulars

Names and Addresses

ACCOUNT OF SHARES

Number of Shares or amount of Stock held by existing Members at date of Return (Notes 7 and 8)

Particulars of Shares transferred since the date of the last Return, or, in the case of the first Return, of the incorporation of the Company, by (a) persons who are still Members, and (b) persons who have ceased to be Members (Note 9)

Remarks

Number (Note 8)

Date of Registration of Transfer

(a) (b)

................................................................................
................................................................................
................................................................................
................................................................................
................................................................................
................................................................................
................................................................................
................................................................................
................................................................................
................................................................................
................................................................................
.................................................................................

   10. Particulars of subsidiaries, etc.: Particulars of subsidiaries of the company (and of all bodies corporate in which the company is beneficially entitled to equity shares conferring the right to exercise more than 25 per cent of the votes exercisable at a general meeting). (Note 10).:

Name of Subsidiary or body Corporate

Country of incorporation

Nature of business

CERTIFICATION
(Notes 11, 12, 13, 14)

DELETE ANY CERTIFICATE
WHICH DOES NOT APPLY

Delete if not a Private Company or a Company Limited by Guarantee

A.

We certify that the company has not since the date of the last Annual Return (or, if this is the first Return made, since the date of incorporation of the company) issued any invitation to the public to acquire any shares or debentures of the company.

Delete if not a Private Company or a Company Limited by Guarantee

B.

We certify that the number of members of the company does not exceed fifty or that any excess over fifty consists solely of persons who are bona fide in the employment of the company and persons who, having been formely bona fide in the employment of the company were while in that employment, and have continued after the determination of that employment to be, members of the company.

Delete if this Return is accompanied by copies of accounts, auditor’s report and director’s report (if any) (Notes 13, 4)

C.

We certify that the company is not a group company of a public company.

   Signed ................................................... Director ........................................... Secretary

Date ....................................................

   Presented by ......................................................

   Presenter’s reference ...............................................

NOTES FOR GUIDANCE ON THE COMPLETION OF THE FORM OF ANNUAL RETURN

   1. This Return should state the position as at the date of the Annual General Meeting of the company or, if the holding of an Annual General Meeting has been waived, as at the twenty-first day after the despatch to members and debentureholders of the company’s accounts (Companies Act, 1984, s. 181).

   2. If the register is kept by a system of mechanical or electronic recording, state the place where the information therein is made available for inspection (Companies Act, 1984, s. 128).

   3. Include sums paid or payable on application and allotment and any sums received on shares forfeited.

   4. Full names must be given. In the case of an individual, any former forenames and surname must be given in addition. Where the Secretary is a body corporate, give its corporate name and registered or principal office and also, where that office is outside Malawi, the address of the body corporate in Malawi. Where all the partners in a firm are joint secretaries, the name and address of the principal office of the firm may be stated instead of the name and address of each partner. Where the principal office of the firm is outside Malawi, state also the principal office of the firm in Malawi.

   5. For the purposes of note 4—

   (a)   in the case of a person usually known by a title different from his surname, the expression “surname” means that title; and

   (b)   references to a former name do not include—

      (i)   in the case of a person usually known by a title, the name by which he was known prior to his succession to that title;

      (ii)   a name changed or disused before the person bearing the name attained the age of eighteen years or changed or disused for a period of not less than twenty years; and

      (iii)   in the case of a married woman, the name by which she was known prior to her marriage (Companies Act, 1984, s. 157).

   6. If the names in the list are not arranged in alphabetical order, an index sufficient to enable the name of any person to be readily found must be annexed.

   7. The aggregate number of shares held by each member must be stated and the aggregates must be added up so as to agree with the number of shares stated in the “summary of share capital and debentures” (paragraph 5) to have been taken up.

   8. When the shares are of different classes these columns should be subdivided, so that the number of each class held, or transferred, may be shown separately. When any shares have been converted into stock the amount of stock held by each member must be shown.

   9. The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the “remarks” column immediately opposite the particulars of each transfer.

   10. For the definition of “subsidiary", see Companies Act, 1984, Schedule 7.

   11. A public company should make an Annual Return with certificates A, B and C deleted; and the Return should be accompanied by a copy, certified to be a true copy by a director and the secretary, of every balance sheet, profit and loss account, group accounts, directors’ report and auditors’ report for the period to which the Return relates (Companies Act, 1984, s. 196 (1)).

   12. An unlimited company may make an Annual Return without the accompanying documents specified in Note 11 if it is certified by a director and the secretary that the company is not, and has not been at anytime during the period to which the Return relates, a group company (Certificate C may be amended for this purpose). (Companies Act, 1984, s.196 (2)).

   13. A private company and a company limited by guarantee should complete certificates A and B and either (a) complete certificate C or (b) deliver with this Return a copy of every profit and loss account, balance sheet and group accounts for the period to which the Return relates, and a copy of the directors’ report (if any) and of the auditors’ report (Companies Act, 1984, s. 197).

   14. A “group company", in relation to any other body corporate, is—

   (a)   a subsidiary of that other; or

   (b)   the holding company of that other; or

   (c)   a subsidiary of that other’s holding company; or

   (d)   a holding company of that other’s subsidiary.(Companies Act, 1984, s. 2; and, for the definition of “subsidiary", see Schedule 7 to the Act).

FORM No. 14

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ....................................

PARTICULARS OF DIRECTORS, SECRETARIES OR AUDITORS OR OF ANY CHANGES THEREIN

(SECTIONS 158, 191)

   Name of company .......................................................................

   Registered office ........................................................................

   Presented by ...........................................................................

   Address ..............................................................................

   1. The above-named company gives notice that the following have been appointed as directors, secretaries, or auditors—

Name (present foremanes and surnames)

Any former forename and surnames

Residential address

Postal address

Business occupation if any

Office to which appointed and date of appointment





   2. The company gives notice that the following ceased to hold office as directors, secretaries or auditors—

Name(s)

Office held and date ceasing to hold office

.................................................................

.................................................................

.................................................................

.................................................................

.................................................................

.................................................................

.................................................................

.................................................................

   I confirm that each of the persons appointed to hold office as directors, secretaries or auditors has consented in writing to act in that capacity.

   Signed on behalf of the company ........................................................

   Position in relation to the company ..........................................................

   Date ............................................................

   NOTES:

1.   In the case of a person usually known by a title different from his surname, “surname” means that title.

2   References to a former name do not include—

      (i)   in the case of a person usually known by a title, the name by which he was known prior to his succession to that title;

      (ii)   a name changed or disused before the person bearing the name attained the age of eighteen years, or changed or disused for a period of not less than twenty years; or

      (iii)   in the case of a married woman, the name by which she was known prior to her marriage.

3   Where all the partners in a firm are joint secretaries or auditors, the name and address of the principal office of the firm (and, if that address is outside Malawi, the address of the principal office of the firm in Malawi) should be given.

4   Where the secretary is a body corporate, the corporate name and its registered or principal office (and, if that office is outside Malawi, the address of the body corporate in Malawi) should be given.

COMPANIES (REDUCTION OF CAPITAL) REGULATIONS

under s. 345

G.N. 24/1986

1.   Citation

   These Regulations may be cited as the Companies (Reduction of Capital) Regulations.

2.   Practice and procedure for reduction of capital

   Except as otherwise provided in the Act, the practice and procedure for reduction of the capital of a company registered in Malawi shall be deemed to be that applicable in England in respect of reduction of the capital of a company registered in England.

EXTERNAL COMPANIES ACCOUNTS REGULATIONS

under s. 345

G.N. 26/1986

1.   Citation

   These Regulations may be cited as the External Companies Accounts Regulations.

PART I
INTERPRETATION

2.   Interpretation

   In these Regulations, unless the context otherwise requires—

   “apportionment”, when used in relation to any transfers of attributable money or assets made to the company outside Malawi, and not made in the ordinary course of trade or business, means any such transfer as would amount to a dividend, or to a distribution of capital, if the company operating in Malawi were a separate company incorporated in Malawi;

   “attributable” means attributable to the business or operations in Malawi of an external company;

   “depreciation provision” bears the meaning ascribed to it by regulation 2 (b);

   “holding company” means any body corporate which exercises over another body corporate the power or control referred to in the definition of “associated company” in section 285 of the Act:

   Provided that, for the purposes of this definition—

      (i)   a power or control exercisable in a fiduciary capacity for another person shall be treated as exercisable by that other person only;

      (ii)   a power or control exercisable by virtue of shares held by way of security only for the purpose of a transaction, entered into in the ordinary course of the business of lending money, shall be disregarded;

      (iii)   a power or control exercisable by virtue of a provision in any debenture, or trust deed for securing debentures, shall be disregarded unless actually exercised; and

      (iv)   a body corporate shall be deemed to have power to appoint to a directorship of another body corporate, if the appointment of any person to such directorship necessarily follows from his appointment as director of the first-mentioned body corporate.

PART II
PROVISIONS AS TO THE PROFIT AND LOSS ACCOUNT OF AN EXTERNAL COMPANY IN RESPECT OF ITS OPERATIONS IN MALAWI

3.   Amounts to be shown in profit and loss account

   There shall be separately shown—

   (a)   attributable income from investments, distinguishing between—

      (i)   income from associated companies;

      (ii)   income from other investiments;

   (b)   the amount charged to renevue by way of provision for the loss, diminution in value, or depreciation, of assets, hereinafter referred to as a depreciation provision, in respect of attributable fixed assets;

   (c)   that attributable portion of interest on the company’s debentures and other loans other than those classified in the balance sheet as current liabilities;

   (d)   the amount of attributable charges and credits, if any, in respect of discounts or premiums on debentures;

   (e)   that attributable portion of interest in respect of other loans and indebtedness of the company;

   (f)   the amount of interest charged, and the rate thereof per annum, on attributable capital;

   (g)   that attributable portion of the aggregate of all amounts paid or payable by the company to the directors of the company, and to the local directors, for the financial year, together with a statement, by way of note, signed by not less than two of the local directors, of any such amounts paid or payable by persons other than the company. In the note to the accounts required by this paragraph there shall be shown the following information insofar as it is contained in the company’s books or papers or the company has obtained, or has the right to obtain, it from the persons concerned—

      (i)   the aggregate attributable amount of the directors’ and local directors’ emoluments;

      (ii)   the aggregate attributable amount of directors’, or local directors’, or past directors’, or past local directors’ pensions; and

      (iii)   the aggregate attributable amount of any compensation paid to directors or local directors, or to past directors or past local directors, in respect of loss of office.

   The amount to be shown under subparagraph (i) of this paragraph shall include attributable fees, salaries and percentages, expense allowances, contributions paid under any pension scheme, and the estimated value of benefits in kind, except benefits of such character and value as are customarily afforded to employees other than directors, paid to, or recoverable by, any director or local director of the company or any associated company.

   The amount to be shown in subparagraph (ii) of this paragraph shall include any attributable pension paid or receivable in respect of services in relation to the management and operations of the company in Malawi as a director or local director, or past director or past local director of the company, or in respect of such services, while a director or local director of the company, or as an officer or local director of the company or any associated company, whether that pension is paid to, or receivable by, the director or local director or past director, or past local director or any other person, but it shall not be necessary to include a pension paid or receivable under a pension scheme which is such that the contributions thereunder are substantially adequate for the maintenance of the scheme.

   The amount to be shown under subparagraph (iii) of this paragraph shall include any attributable sums paid to, or recoverable by, any director or local director or past director or past local director, by way of compensation for the loss of office as director or local director of the company, or in connexion with his ceasing to be a director or local director of the company, of any other office in the company or of any office in an associated company; and any attributable sum, and the portion of the value of any other valuable consideration, paid or receivable in connexion with retirement from office or as damages for breach of a contract of service, shall be deemed to be paid or receivable by way of compensation for loss of office.

   The amounts to be shown under each subparagraph of this paragraph shall include all relevant attributable sums paid by, or receivable from, the company or any other person.

   The amounts to be shown under this paragraph for any financial year shall be the relevant attributable sums receivable in respect of that year, whenever paid, or, in the case of such sums not receivable in respect of a period, the sums paid during that year, but any such sums paid in advance of the financial year to which they are expressed to relate shall be shown in the accounts for the financial year in which they are paid.

   Where it is necessary so to do for the purpose of making any distinction required by this paragraph, the directors may apportion, in such manner as they think appropriate any payments between the matters in respect of which they have been paid or are receivable;

   (h)   the amounts of the charges and credits, if any, for income tax in respect of the company’s operations in Malawi;

   (i)   any profit or loss arising on the sale, realization or disposal of fixed assets in Malawi, and the porportion of any profit or loss arising on the sale, realization or disposal of fixed assets outside Malawi which is reasonably attributable to the operations of the company in Malawi; and

   (j)   the amount of any debits and credits charged or made in respect of the use, services and expenses of any office or branch of the company outside Malawi, or of any associated company, reasonably attributable to the operations of the company in Malawi.

4.   Amounts net of income tax

   If any of the items shown in the profit and loss account are stated net of income tax relating thereto this shall be indicated.

5.   Statement re unusual transactions or charge in basis of accounting

   There shall be stated by way of note or otherwise any material respects in which any items shown in the profit and loss account are affected by—

   (a)   transactions of a sort not usually undertaken by the company in the course of its operations in Malawi, or other circumstances of an exceptional or non-recurrent nature; and

   (b)   any change in the basis of accounting.

6.   Particulars relating to regulation 4

   Any statement made under regulation 4 shall indicate the amount by which the profit and loss account has been affected and whether this represents an addition to or deduction from the profit that otherwise would have been shown.

7.   Transfer of balance to accumulated profit and loss account

   The balance of the profit and loss account after the inclusion of the items required by the foregoing regulations, so far as these are relevant to the figures in the account, shall be transferred to an account to be called the accumulated profit and loss account.

8.   Items not of material significance

   No provision of these regulations with respect to the information to be shown in the profit and loss account shall be deemed to require the amount of any item that is of no material significance to be shown separately.

PART III
PROVISIONS AS TO THE BALANCE SHEET OF AN EXTERNAL COMPANY IN RESPECT OF ITS OPERATION IN MALAWI

General

9.   Classification of assets and liabilities

   The attributable assets and liabilities shall be classified under headings appropriate to the company’s business in Malawi distinguishing between current, fixed and other assets, and between current and other liabilities, and each class shall be described in a way adequate to indicate the general nature of the assets or liabilities included therein.

10.   Specific classification of assets

Assets

   Without prejudice to the generality of regulation 8, the following classes of assets shall, so far as they are appropriate to the company’s affairs and operations in Malawi, be separately shown, namely—

   (a)   interest in land, with or without buildings thereon, distinguishing between such land owned absolutely and such land held for a term of years or other period;

   (b)   goodwill, patents, trade marks, development expenditure and other intangible assets of a like nature;

   (c)   investments; and

   (d)   preliminary expenses, to the extent not written off, incurred in establishing the business in Malawi, including any sums paid by way of commission on the acquisition of any lands or buildings.

11.   Statement relating to fixed assets

   (1) There shall be included in or attached to the balance sheet, in respect of each class of fixed assets shown therein, a statement containing the following information—

   (a)   the original cost, or the value on a revaluation;

   (b)   the aggregate depreciation provision, if any;

   (c)   if the value on a revaluation differs from the original cost, a statement explaining the basis on which the value has been calculated; and

   (d)   a statement reconciling both the original cost, or the value on a revaluation, as the case may be, and the aggregate depreciation provision with the equivalent figures at the end of the immediately preceding financial year, and in particular showing—

      (i)   the amount of any addition to the original cost, or value on a revaluation, as the case may be, and to any depreciation provision relating thereto, indicating the nature thereof; and

      (ii)   the amount of any deduction from the original cost, or value on a revaluation, as the case may be, and from the aggregate depreciation provision relating thereto arising from sale or otherwise, indicating the reason for the deduction and showing any profit or loss arising therefrom:

         Provided that this paragraph of this subregulation shall not apply in the case of the first balance sheet drawn up after the 1st day of February, 1972.

   (2) So far as information required to be shown by this regulation, relating to matters arising before the 1st day of February, 1972, cannot be ascertained without unreasonable delay or expense, the provisions thereof may be modified with respect to that information as the local directors shall consider appropriate and in each such case the statement in or attached to the balance sheet in accordance with the provisions of this regulation shall indicate in what respects the information shown has been modified as the result of the operation of this provision.

12.   Required statements reconciling amounts shown under regulation 10 (1)(d)

   There shall be included in or attached to the balance sheet statements reconciling respectively the amounts stated in accordance with regulation 10 (1) (d) in respect of additions to or deductions from the depreciation provision with the amount stated in the profit and loss account for depreciation provision in accordance with regulation 2 (b), and reconciling any profit or loss on the sale, realization or disposal of any fixed assets stated in accordance with the said regulation 10 (1) (d) with the amount stated in the profit and loss account in accordance with regulation 2 (i).

13.   Amounts due from directors, officers and local directors

   There shall be shown the aggregate of all amounts due to the company at the end of the financial year from directors, officers or local directors of the company (other than amounts due in the ordinary course of the business of the company) attributable to the operations of the company in Malawi, together with a statement by way of note, as to the transactions out of which obligations to pay any such amounts exceeding K1,000 arose.

14.   Amounts due from associated companies

   There shall be shown separately all attributable amounts due to the company by any associated company.

Liabilities

15.   Specific classification of liabilities

   Without prejudice to the generality of regulation 8, each of the following classes of liabilities shall, so far as they are applicable and attributable to the business and operations of the company in Malawi, be distinguished—

   (a)   bank borrowings and overdrafts;

   (b)   creditors;

   (c)   the net amount payable by way of apportionment to the company out of its business and operations in Malawi as an external company;

   (d)   amounts due to directors and other officers and local directors, other than items arising in the ordinary course of business;

   (e)   income tax due;

   (f)   debts secured by debentures, other than those shown under paragraph (a), charged upon the assets of the company in Malawi, or any part of such assets, stating in respect of each class thereof the date or dates on or after which the company has the option of redemption, and the date or dates on or before which the company is under the obligation finally to redeem the loans or debentures or any part thereof, specifying in each case the proportion of the total issue that may or must be redeemed, as the case may be, and the redemption price;

   (g)   any borrowings other than the foregoing;

   (h)   long-term or deferred liabilities; and

   (i)   other accrued liabilities.

16.   Secured liabilities

   If any liability is secured, otherwise than by the operation of law, on any assets of the company in Malawi, the fact that the liability is so secured shall be stated, by note or otherwise, together with a description of the assets upon which it is secured, distinguishing between the assets of the company in Malawi and the other assets, if any, involved in the security.

17.   Acquisition of own debentures

   If any of the company’s debentures secured entirely or partly on the company’s assets in Malawi have been beneficially acquired by the company, or by a nominee acting on behalf of the company, the amount of these attributable to the assets of the company in Malawi, calculated on the same basis as the total amount of such debentures so attributable, standing in the balance sheet in respect of the debentures of that class, shall, unless and until the debentures so purchased are cancelled, be shown as a deduction from that total; and if the said amount of the debentures purchased is greater or less than the amount expended upon purchase, the difference attributable to the assets of the company in Malawi shall be shown in the profit and loss account as if it were a premium or discount on the debentures, as the case may be.

18.   Redeemed or purchased debentures

   There shall be stated, by way of note or otherwise, particulars of any debentures of the company, which were charged wholly or partly on any assets of the company in Malawi, that have been redeemed or purchased by or on behalf of the company, which the company has power to reissue.

19.   Statement re debts secured by debentures

   There shall be included in or attached to the balance sheet in respect of the class of liability referred to in regulation 14 (f) that is shown in the balance sheet, or in the balance sheet at the end of the immediately preceding financial year, a statement containing the following information—

   (a)   the balance, if any, shown at the end of the immediately preceding financial year;

   (b)   the amounts of additions thereto and deductions therefrom during the financial year ending on the balance sheet date, with particulars thereof sufficient to identify clearly the source of each item; and

   (c)   the balance, if any, at the date of the balance sheet.

20.   Amounts due to associated companies

   There shall be shown separately all attributable amounts due by the company to any associated company.

Capital

21.   Assets allocated for Malawi operations

   There shall be shown clearly in the balance sheet of an external company—

   (a)   the netbook value of all assets which have been allocated by the company for the purpose of establishing and running its operations in Malawi; and

   (b)   the amount of any additions to or deductions from the assets referred to in paragraph (a) during the financial year, with particulars thereof.

Transfers Outside Malawi

22.   Apportionments to company outside Malawi

   The aggregate amounts of apportionments and other sums transferred from the operations of the company in Malawi to the company outside Malawi, after the 1st February, 1972, other than by way of payments arising out of the ordinary course of business, shall be debited to the accumulated profit and loss account to the extent that they represent distributions of profit, and to the capital account to the extent that they represent distributions of capital.

23.   Note re credits to accumulated profit and loss account withheld from apportionment

   There shall be stated, by way of note, any amount standing to the credit of the accumulated profit and loss account which the company is under an obligation not to transfer to the company outside Malawi by way of apportionment.

Supplementary

24.   Note re currencies, charges on assets, contingent liabilities and capital contracts

   There shall be stated by way of note or otherwise—

   (a)   the basis on which foreign currencies have been converted into Malawian money;

   (b)   particulars of any charge on any of the assets of the company in Malawi to secure the liabilities of any other person, including a statement of the amount or estimated amount secured;

   (c)   the general nature of any contingent liabilities, attributable or payable in whole or in part out of the operations of the company in Malawi, not provided for and not otherwise disclosed, and the amount or estimated amount of those liabilities; and

   (d)   the general nature of contracts for capital expenditure in respect of the operations of the company in Malawi not provided for and the amount or estimated amount thereof.

25.   Items not of material significance

   No provision of these Regulations with respect of the information to be shown in the balance sheet shall be deemed to require the amount of any item that is of no material significance to be shown separately.

PART IV
PROVISIONS APPLICABLE TO AN EXTERNAL COMPANY WHICH IS A HOLDING COMPANY OPERATING AS SUCH IN MALAWI

26.   Application of this Part

   This Part of these Regulations shall apply where the external company is a holding company as defined in regulation 33, and its operations in Malawi are, in the opinion of the registrar, substantially those of a holding company.

27.   Accounts in accordance with basic requirements of section 312 (1)

   The registrar may, in his discretion, accept as compliance with these Regulations a profit and loss account, balance sheet, or consolidated or, subject to regulation 27, group accounts, prepared pursuant to the basic accounts requirements as defined in section 312 (1) of the Act, for the purpose of fulfilment of the accounts provisions applicable to the company under the law of the country of its incorporation, and delivered to the registrar pursuant to the said section 312 (1), if he is of the opinion that such documents disclose a true and fair view of the profit or loss on, and the state of affairs of the company in respect of its assets and liabilities, attributable, to the operations of the company in Malawi.

28.   Powers of Registrar re accounts delivered under section 312(1)

   If the registrar is of opinion that such accounts of such company as are delivered to him pursuant to section 312 (1) of the Act do not disclose a true and fair view of the profit or loss on, or the state of affairs of the company in respect of its assets and liabilities attributable to, the operations of the company in Malawi, he may require such company to—

   (a)   attach to such accounts and balance sheet, or incorporate therein, memoranda or statements distinguishing the items and matters in such accounts and balance sheet as reflect the profit or loss on, and the state of affairs of the company in respect of the assets and liabilities attributable to, the operations of the company in Malawi, sufficient to give a true and fair view of such profit or loss and of such state of affairs, for the period to which such accounts and balance sheet relate; or

   (b)   company with the regulations embodied in Part I and Part II of these Regulations or with such of them as the registrar may deem necessary for all of the purposes of section 312 of the Act.

29.   Form of group accounts

   Where, pursuant to any requirement of the registrar under regulation 27 (b), group accounts are prepared other than in the form of consolidated accounts, they shall provide the same information, so far as is relevant and material, as would have been provided by consolidated accounts prepared in accordance with the usual and accepted accountancy practice in such matters.

PART V
MISCELLANEOUS PROVISIONS

General

30.   Substantial compliance with section 312

   Where any external company delivers to the registrar any accounts and other documents pursuant to section 312 of the Act, and such accounts or other documents do not comply with any provision of these Regulations, the registrar, if he is of opinion that such accounts and other documents present a true and fair view of the operations and assets and liabilities of the company in Malawi, may, in his discretion waive compliance with any such provision as has not been complied with, and accept such accounts and other documents for registration as being substantially in compliance with the said section 312.

31.   Provision re non-profit companies

   Any reference to a profit and loss account in these Regulations shall be taken, in the case of a company not trading for profit, as referring to its income and expenditure account, and references to profit or to loss and, if the company has subsidiaries, references to a group or consolidated profit and loss account, shall be construed accordingly.

32.   Statement re services charges by associated company outside Malwi

   There shall be attached to and delivered with every balance sheet and profit and loss account delivered to the registrar in accordance with section 312 (3), a statement signed by not less than two of the local directors, to the effect that all attributable debits and credits in respect of the use, services and expenses of any office or branch of the company outside Malawi, or of any associated company, are in their opinion fair and reasonable.

33.   Form of accounts

   (1) Any balance sheet or profit and loss account, which substantially complies with section 312 (3) of the Act and with these Regulations, and which is prepared in a form which is in accordance with usual and accepted accountancy practice in such matters, shall be deemed to be in proper form for the purposes of the said section 312 (3) and of these Regulations.

   (2) Comparative figures relating to the previous financial year shall be shown against the respective items appearing in the balance sheet and profit and loss account.

EXTERNAL COMPANIES (FORMS) REGULATIONS

under s. 345

G.N. 25/1986

1.   Citation

   These Regulations may be cited as the External Companies (Forms) Regulations.

2.   Forms for external companies

   The forms set out in the Schedule shall be used for the purposes of the Act in relation to external companies, and such particulars as are contained in those forms and not particularly prescribed by the Act are hereby prescribed as particulars required under the Act in relation to external companies.

SCHEDULE

FORM No. 1

GOVERNMENT OF MALAWI COMPANIES ACT

( Cap. 46:03)

Company Registration No. ......................

   In the matter of the application of—

   .................................................................................., for registration as an external company.

STATEMENT OF PARTICULARS OF AN EXTERNAL COMPANY

(SECTION 307 (1) (b) AND (c))

   1. Name of company ............................................................................................................

   2. Country of incorporation .......................................................................................................

   3. Date of incorporation ..........................................................................................................

   4. Is the liability of its members limited or unlimited? ..................................................................................

      If limited, state nature of limitation on liability ......................................................................................

   5. Nature of business or businesses or other main objects of the company ................................................................

   ..............................................................................................................................

   ..............................................................................................................................

   ..............................................................................................................................

   ..............................................................................................................................

   6. (a) Particulars of the persons who are the local directors of the company appointed pursuant to section 314 (1) are as shown in Appendix A (1) to this Form; or

   (b) The company, having been exempted from the provisions of section 314 (1) to (6) by Government Notice No. of, particulars of the local manager employed by the company are as shown in Appendix A (2) to this Form.

   (Delete paragraph (a) where not applicable.)

   7. The share structure of the company is constituted as shown in Appendix B ( ) to this Form.

   (Appendix B consists of three forms, B (1) to B (3) inclusive. Use particular form, appropriate to the share structure of the company.)

   8. The address of the registered or principal office of the company in the country of its incorporation is: .............................

   ..............................................................................................................................

   ..............................................................................................................................

   9. The address of the established place of business of the company in Malawi is: ...........................................................

   ..............................................................................................................................

   ..............................................................................................................................

   10. (a) The full name and residential address of the documentary agent of the company in Malawi is: ...........................................

   ..............................................................................................................................

   ..............................................................................................................................

   (b) The business address in Malawi of such documentary agent is:.......................................................................

   ..............................................................................................................................

   ..............................................................................................................................

   ..............................................................................................................................

   (c) The Post Office Box number in Malawi of such documentary agent is:..................................................................

   ..............................................................................................................................

   ..............................................................................................................................

   (d) The said documentary agent is a bona fide resident of Malawi at the date of this statement, and I am informed by him, and believe, that he intends to continue to reside in Malawi for an indefinite period of time.

   11. (a) Particulars of all charges on or affecting any property of the company in Malawi—

   (i)   created prior to the date the company established a place of business in Malawi; and

   (ii)   created prior to the 1st day of February, 1972, are as shown in Appendix “C” to this Form.

   (b) There are no subsisting charges on, or affecting, any property of the company in Malawi at the date of this statement.(Delete (a) or (b) where not applicable.)

This statement is made by me,.............., for and on behalf of the said ......................, I have been duly authorized in that

(Name of company)

   behalf by Letter of Authority executed by the said company on the .................................. day of .................., 19............., which said Letter of Authority is hereto attached, and I state that this statement is true of my own knowledge, save where otherwise appears.

   Made at ......................, .........................., this ...................... day of ...................................................... 19...............

Signed .......................................................

APPENDIX “A (1)"

   Name of company .................................................................

PARTICULARS OF LOCAL DIRECTORS OF EXTERNAL COMPANY

   The names and particulars of local directors of the above-named company, appointed pursuant to section 314 (1) of the Act, are as follows—

(1)

(2)

(3)

(4)

(5)

Name (Present forename or forenames and surname)

Any former forename or forenames and surname

Nationality

Usual residential address in Malawi

Other business occupation or directorships, if any. If none, state so

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

   Mr. ............................................................................... (No. .......................................... above-named) has been designated chairman of local directors by the company. All of the above-named persons have consented in writing to act as local directors of the company.

   Dated this ..................................... day of ..................................., 19.....

   Signature of person authorized to make statement ..........................................

APPENDIX “A (2)"

   Name of company ....................................................................

PARTICULARS OF LOCAL MANAGER OF EXTERNAL COMPANY EXEMPTED FROM THE APPOINTMENT OF LOCAL DIRECTORS

(1)

(2)

(3)

(4)

(5)

Name (Present forename or forenames and surname)

Any former forename or forenames and surname

Nationality

Usual residential address in Malawi

Other business occupation or directorships if any. If none, state so





   The above-named has consented in writing to act as local manager of the company in Malawi. The above-named company is exempt from appointing local directors by virtue of Government Notice No...................... of 19...............

   Dated this .................................. day of ............................., 19.....

   Signature of person authorized to make statement .............................................

APPENDIX “B (1)"

   Name of company .......................................................................

   Where incorporated ......................................................................

SHARE STRUCTURE OF ABOVE-NAMED EXTERNAL COMPANY

(For a company having SHARE CAPITAL)

   Company having Share Capital—

   1. Total Authorized Share Capital:

   2. Shares into which Authorized Share Capital divided: showing classes of shares; number of shares authorized in each class; par value per share; of each class; and number issued in each class:

Class of shares

Number authorized

Par value per share

Number issued

.....................

.....................

.....................

.....................

.....................

.....................

.....................

.....................

.....................

.....................

.....................

.....................

.....................

.....................

.....................

.....................

   3. Shares issued for cash:

Class of shares

Number issued

Number issued fully paid

Number issued subject to call

Balance outstanding per share subject to call

...........................................................................
...........................................................................
...........................................................................
...........................................................................

   4. Shares issued other than for cash:

Class of shares

Number issued

Number issued as fully paid

Number issued subject to call

Balance outstanding per share subject to call

...........................................................................
...........................................................................
...........................................................................
...........................................................................
...........................................................................
...........................................................................
...........................................................................

   5. Total paid up capital:

..............................

   6. Amount outstanding on shares subject to call:

..............................

   Dated this ...................................... day of ........................, 19.....

   Signature of person authorized to make statement ........................................

APPENDIX “B (2)"

   Name of company ......................................................................

   Where incorporated ....................................................................

SHARE STRUCTURE OF ABOVE-NAMED EXTERNAL COMPANY

   (For a company having NO PAR VALUE SHARES, exclusively)Company incorporated with shares of no par value

   1. Total number of shares authorized:

............................

   2. Total number of shares issued.

   3. Shares issued fully paid for cash—

Date of issue

Number issued

Issue price per share

Number sold

Total cash received

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

   4. Shares issued fully paid other than for cash—

Date of issue

Number issued

Issue price per share

Total value of consideration

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

   5. Shares issued subject to call—

Date of issue

Number issued

Issue price per share

Cash or value received per share

Balance subject to call

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

.......................

   6. Preference shares (if any) issued—

Date of issue

Number issued

Issue price per share

If not fully paid up, amount paid per share

Balance outstanding subject to call

Nature of preference

...................

...................

............

.............

.............

...............

...................

...................

.............

.............

.............

...............

...................

...................

.............

.............

.............

...................

   7. Stated Capital of the Company:

.................................

   Dated this ...................................................................... day of ......................, 19.....

   Signature of person authorized to sign statement ................................................

APPENDIX “B (3)"

   Name of company ......................................................................

   Where incorporated .......................................................................

SHARE STRUCTURE OF ABOVE-NAMED EXTERNAL COMPANY

   (For a company having both PAR VALUE and NO PAR VALUE shares)

   Company incorporated with both par value and no par value shares—

   1. Total number of shares authorized:

   2. Classes and number of par value shares authorized—

Class of shares

Number authorized

Par value per share

Number issued

........................

........................

........................

........................

........................

........................

........................

........................

........................

........................

........................

........................

   3. Number of no par value shares authorized:

   4. Number of no par value shares issued:

   5. Par value shares issued for cash—

Class of shares

Number issued

Par value per share

Number issued fully paid

Number issued subject to call

Balance outstanding per share subject to call

..................

..................

..................

..................

..................

..................

..................

..................

..................

..................

..................

..................

..................

..................

..................

..................

..................

..................

   6. Par value shares issued other than for cash—

Class of shares

Number issued

Par value per share

Number issued as fully paid

Number issued subject to call

Balance outstanding per share subject to call

.........................................................................................................
.........................................................................................................
.........................................................................................................

   7. No par value shares issued fully paid for cash—

Date of issue

Number issued

Issue price per share

Number sold

Total cash received

..........................................................................................
..........................................................................................
..........................................................................................

   8. No par value shares issued fully paid other than for cash—

Date of issue

Number issued

Issue price per share

Total value of consideration

........................................................................
........................................................................
........................................................................

   9. No par value shares issued subject to call—

Date of issue

Number issued

Issue price per share

Cash or value received per share

Balance subject to call

..........................................................................................
..........................................................................................
..........................................................................................
..........................................................................................

   10. No par value preference shares (if any) issued—

Date of issue

Number issued

Issue price per share

If not fully paid up amount paid per share

Balance outstanding subject to call

Nature of preference

............................................................................................................
............................................................................................................
............................................................................................................

   11. Stated capital of the company—

   Dated this ............................ day of .............................., 19.....

   Signature of person authorized to sign statement ..........................................

APPENDIX “C"

   Name of company.....................................................................

   Date of establishment of place of business in Malawi ........................................

PARTICULARS OF CHARGES ON PROPERTY OF COMPANY IN MALAWI EXISTING AT DATE OF APPLICATION

   A. Charges created prior to .............................................................. If none, state so.

(date when place of business established in Malawi)

(1)

(2)

(3)

(4)

(5)

(6)

Date and description of instrument of mortgage or other charge

Amount secured

Short particulars of property IN MALAWI subject to mortgage or other charge

Names, addresses and descriptions of mortgages or other persons entitled to the mortgage or charge

If property acquired by the company subject to the mortgage or charge, state so, and give date of acquisition

If securing an issue of debentures, give date of issue; total amount secured, if varies from (2): Names and addresses of Trustees

(a)

(b)

(c)

   B. Charges created prior to 1st February, 1972.

(1)

(2)

(3)

(4)

(5)

(6)

Date and description of instrument of mortgage or other charge

Amount secured

Short particulars of property IN MALAWI subject to mortgage or other charge

Names, addresses and descriptions of mortgagees or other persons entitled to the mortgage or charge

If property acquired by the company subject to the mortgage or charge, state so, and give date of acquisition

If securing an issue of debentures, give date of issue; total amount secured, if varies from (2): Names and addresses of Trustees

(a)

(b)

(c)

   Note: If the particulars of any charge which should be listed under this heading are already listed under “A” above, just note in column (1) above, “Refer A (a), (b) or (c)", etc., as the case may be.

C. (a) Copies of the relevant Instruments of Mortgage or Charge are filed herewith.................

   (b) Copy of the Instrument of Mortgage or Charge relevant to ..................................

(refer to entry at A or B above)

   is/are not filed herewith for the following reasons:

   .................................................................................

   ..................................................................................

   Made this ...................... day of..............................,19..............

   Signature of person authorized to sign statement .......................................

FORM No. 2

GOVERNMENT OF MALAWI

COMPANIES ACT, 1984

( Cap. 46:03)

Company Registration No. .......................................

   In the matter of........................................................................................................

(an external company)

NOTICE OF ALTERATION OF THE REGISTERED INSTRUMENT CONSTITUTING OR DEFINING THE CONSTITUTION OF AN EXTERNAL COMPANY

(SECTION 308 (1))

   (NOTE: This Form to be signed by not less than TWO of the local directors.)

   To:

   The Registrar of Companies

   .........................................., an external company, whose Registration Number in the Register of External Companies is ..............................., hereby gives notice, in accordance with section 308 (1) of the Companies Act, 1984, that the instrument constituting or defining the constitution of the said external company, registered in respect thereof pursuant to section 307 (1) (a), has been altered in the following respects—

   (Here state nature and date of alteration.)

   A certified copy of ........................................................... effecting such alteration is hereto attached.

      Dated this ............................................ day of................................, 19.....

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors

FORM No. 3

GOVERNMENT OF MALAWI

COMPANIES ACT, 1984

(Cap. 46:03)

Company Registration No. ..........................................

   In the matter of.....................................................................

(an external company)

   NOTICE OF ALTERATION OF REGISTERED PARTICULARS OF AN EXTERNAL COMPANY

(SECTION 308 (2))

   (NOTE:This Form to be signed by not less than TWO of the local directors.)

   To:

   The Registrar of Companies

   ..................., an external company, whose Registration Number in the Register of External Companies is................., hereby gives notice, in accordance with section 308 (2) of the Companies Act, 1984, that the particulars in the statement registered in respect of the said external company pursuant to section 307 (1) (b) have been altered in the following respects—

   A certified copy of .................................................................. effecting such alteration is hereto attached.

   Dated this ....................................................................... day of......................, 19......

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors

FORM No. 4

GOVERNMENT OF MALAWI

COMPANIES ACT

(Cap. 46:03)

Company Registration No..........................

   In the matter of ........................................................................................................................

(an external company)

   To:


   The Registrar of Companies

   NOTICE OF WINDING-UP OR DISSOLUTION OF AN EXTERNAL COMPANY IN COUNTRY OF INCORPORATION

(SECTION 318 (1) (a), (b) OR (c))

   (NOTE: This Form to be signed by not less than TWO of the local directors.)

   WE, the undersigned, being current registered LOCAL DIRECTORS of ........................., an external company, incorporated in ................................. and whose Registration Number in the Register of External Companies is ..................., GIVE NOTICE AS FOLLOWS—

   (a)   By an Order of the................... Court of ...................................................., the country of incorporation

(country of incorporation)

      of the external company above-named, dated the ................... day of ..................., 19........., it was ordered and decreed that the said external company be wound up by the said Court. The following person(s) was/were appointed Liquidator/Liquidators/ Receiver/Receivers by the said Court for the purposes of the said winding-up ...................................................

      ..................................................................................................................................

      ..................................................................................................................................

   (b)   On this ........ day of ..........., 19....., by ......................................, in accordance with

(resolution or other instrument)

      the law of..................................................................................................., it was determined that the

(country of incorporation)

      external company above-named be wound up voluntarily. The following person(s) was/were appointed Liquidator/Liquidators for the purposes of the said winding-up..............................................................

      ..................................................................................................................................

      ..................................................................................................................................

      ..................................................................................................................................

   (c)   On the....................... day of......................., 19............., the said external company was dissolved in accordance with the law of .......................................................................................................................

(country of incorporation)

(Delete (a), (b) or (c) where not applicable).

Dated this ...................................................... day of ....................., 19......

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors

FORM No. 5

GOVERNMENT OF MALAWI

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ........................

   In the matter of ....................................................................................................

(an external company)

   NOTICE OF CESSATION OF BUSINESS OF AN EXTERNAL COMPANY IN MALAWI

(SECTION 310 (I))

   (NOTE: This Form to be signed by not less than TWO of the local directors).

   To:

   The Registrar of Companies

   TAKE NOTICE that .................................................................., an external company, incorporated in .................................................................................................................., whose Registration

(country of incorporation)

   Number in the Register of External Companies is .......................................... has as of and from the ............ day of..................................., 19.........., ceased to have an established place of business in Malawi. Dated this ......................................... day of ....................., 19.....

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors

FORM No. 6

GOVERNMENT OF MALAWI

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ..............................

   In the matter of ........................................................................................................................

(an external company)

PARTICULARS OF A MORTGAGE OR CHARGE ON PROPERTY IN MALAWI CREATED BY AN EXTERNAL COMPANY AFTER DATE OF THE COMPANY’S REGISTRATION

(SECTIONS 317 AND 86)

   (NOTE: This Form to be signed by not less than TWO of the local directors when presented on behalf of the company).

   Name of company ..................................................................................................................

   Country of incorporation .............................................................................................................

   Address of established place of business in Malawi ......................................................................................

   .................................................................................................................................

   Registration No. ...................................................................................................................

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors/person interested in the mortgage or charge

   Dated this ........................... day of ................................, 19........

FOR OFFICIAL USE ONLY

   Date received ...........................................................

   Date registered ..........................................................

   Page and Registration No. in Register of Charges P. ............................................,

   Reg. No. .....................................

...................................................................
Registrar of Companies

   Particulars of a mortgage or charge created by ......................................................................., an external company,

(name of company)

   incorporated under the laws of ........................................................................, and which has established a place of

(country of incorporation)

   business in Malawi at ..............................................................................................................

1

2

3

4

5

Date and description of the instrument creating or evidencing the mortgage or charge

Amount secured by the mortgage or charge

Short particulars of the property mortgaged or charged

Names, addresses and descriptions of the mortgagees or persons entitled to the charge

Amount or rate per centum of the commission, allowances or discount (if any) paid or made either directly or indirectly by the company to any 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 return

Signatures of TWO or more of the local directors if presented for registration by or on behalf of the external company

.......................................

.......................................

If presented for registration by any person, other than the external company, interested in the said mortgage or charge. Signature of person interested Address .................

.......................................

.......................................

.......................................

Local directors

Nature of interest in mortgage or charge.............................

Dated this ............................. day of ............................................, 19.................

FORM No. 7

GOVERNMENT OF MALAWI

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ..............................

   In the matter of ........................................................................................................................

(an external company)

   PARTICULARS OF A MORTGAGE OR CHARGE SUBJECT TO WHICH PROPERTY IN MALAWI HAS BEEN ACQUIRED BY AN EXTERNAL COMPANY AFTER DATE OF COMPANY’S REGISTRATION

(SECTIONS 317 AND 87)

   (NOTE: This Form to be signed by not less than TWO of the local directors if presented on behalf of the company.)

   Name of company ...................................................................................................................

   Country of incorporation...............................................................................................................

   Address of established place of business in Malawi ........................................................................................

   Registration No. .....................................................................................................................

   Presented by

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors/person interested in the mortgage or charge

   Dated this ..........................day of ............................................................................, 19...........

FOR OFFICIAL USE ONLY

   Date received .......................................................................................................................

   Date registered .....................................................................................................................

   Page and Registration No. in Register of Charges P. ......................................................................................,

   Reg. No. ...........................................

...................................................................
Registrar of Companies

   Particulars of a mortgage or charge, subject to which property in Malawi has been acquired by .......................................................

(name of company)

   an external company, incorporated under the laws of ................................................................................, and which

(country of incorporation)

   has established a place of business in Malawi at ............................................................................................

1

2

3

4

5

Date and description of the instrument creating or evidencing the mortgage or charge

Date of the acquisition of the property

Amount secured by the mortgage or charge

Short particulars of the property mortgaged or charged

Names, addresses and descriptions of the mortgagees or persons entitled to the charge

Signatures of TWO or more of the local directors if presented for registration by or on behalf of the external company

.............................

If presented by any person, other than the external company, interested in the mortgage or charge Signature of person interested....................... Address .......................

.............................

.............................

.............................

Dated this...................... day of ..................., 19....

Nature of interest in mortgage or charge.........................

FORM No. 8

GOVERNMENT OF MALAWI

COMPANIES ACT

(Cap. 46:03)

Company Registration No. .......................................

   In the matter of ........................................................................................................................

(an external company)

   PARTICULARS OF A SERIES OF DEBENTURES CONTAINING, OR GIVING BY REFERENCE TO ANY OTHER INSTRUMENT, ANY CHARGE ON PROPERTY IN MALAWI, TO THE BENEFIT OF WHICH THE DEBENTUREHOLDERS OF THE SAID SERIES ARE ENTITLED, pari passu, CREATED BY AN EXTERNAL COMPANY

(SECTIONS 317 AND 86)

   (This Form to be used for registration of particulars of the ENTIRE series. When more than one issue of debentures in the series is made, particulars of the date and amount of each issue subsequent to the first should be sent to the Registrar on Form 9.

   (NOTE: This Form to be signed by not less than TWO of the local directors if presented on behalf of the company.)

   Name of company ...................................................................................................................

   Country of incorporation ..............................................................................................................

   Address of established place of business in Malawi .......................................................................................

   ..................................................................................................................................

   Registration No. ....................................................................................................................

   Presented by

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors/person interested in mortgage or charge, or holder of debentures

   Dated this ................................ day of ..............................., 19....................................................

FOR OFFICIAL USE ONLY

   Date received .........................................................................................................................

   Date registered ........................................................................................................................

   Page and Registration No. in Register of Debentures P. ......................................................................................,

   Reg. No. .............................................................................................................................

...................................................................
Registrar of Companies

   Particulars of a SERIES of Debentures created by ................................................................................, an external

(name of company)

   company, incorporated in ..............................................................................., and which has established a place of

(country of incorporation)

   business in Malawi at ..................................................................................................................

1

2

3

4

5

6

7

Total amount secured by the whole series

Amount of the present issue of the series

Dates of resolutions authorizing the issue of the series

Date of the covering deed (if any) by which the security is created or defined: of if there is no such deed, the date of the first execution of any debenture of the series

General description of the property charged

Names of the trustees (if any) for the debenture holders

Amount or rate per centum of the commission, allowance, or discount (if any) paid or made either directly or indirectly by the company to any 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 return

Signatures of TWO or more of the local directors of the company

............................

If presented by any person, other than the external company, interested in the charge or debentures: Signature of person interested ............ Address ............

............................

............................

............................

............................

Local directors

Nature of interest in charge or debentures .......

Dated this .......................... day of ............, 19.....

FORM No. 9

GOVERNMENT OF MALAWI

COMPANIES ACT

(Cap. 46:03)

Company Registration No. ................................

   In the matter of ........................................................................................................................

(an external company)

   PARTICULARS OF AN ISSUE OF DEBENTURES IN A SERIES BY AN EXTERNAL COMPANY

(SECTIONS 317 AND 86)

   (For registration of particulars of the entire series, Form No. 8 must be used.)

   (NOTE: This Form must be signed by not less than TWO of the local directors if presented on behalf of the company.)

   Name of company .....................................................................................................................

   Country of incorporation ................................................................................................................

   Address of established place of business in Malawi ..........................................................................................

   ....................................................................................................................

   Registration No. ......................................................................................................................

   Presented by

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors

   Dated this ................................ day of ............................................................................, 19.....

FOR OFFICIAL USE ONLY

   Date received ........................................................................................................................

   Date registered .......................................................................................................................

   Page and Registration No. in Register of Debentures P. .....................................................................................,

   Reg. No. ...............................

...................................................................
Registrar of Companies

   Particulars of an ISSUE of Debentures in a series, where more than one issue in the series is made, by ............................................

...................................................................
(name of company)

   an external company, incorporated in ..................................................................................................,

(country of incorporation)

   and which has established a place of business in Malawi at .................................................................................

   ..................................................................................................................................

Date of present issue

Amount of present issue

Particulars as to the amount or rate per centum of the commission, allowance or discount (if any) paid or made, either directly or indirectly, by the company to any 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 return

Signature of TWO or more of the local directors of the company/signature of person interested in the issue of debentures

..................................

If presented by any person other than the external company: Address of person interested .............Nature of interest................ ......................

..................................

..................................

..................................

..................................

Local directors/person interested in the issue of debentures

   Dated this ...................day of ........................................., 19.....

FORM No. 10

GOVERNMENT OF MALAWI

COMPANIES ACT

(Cap. 46:03)

Company Registration No ...........................

   In the matter of ........................................................................................................................

(an external company)

   DECLARATION VERIFYING MEMORANDUM OF SATISFACTION OF MORTGAGE OR CHARGE BY AN EXTERNAL COMPANY

(SECTIONS 317 AND 90)

   (NOTE: This Form to be signed by not less than TWO of the local directors.)

   Name of company ....................................................................................................................

   Country of incorporation ...............................................................................................................

   Address of established place of business in Malawi .........................................................................................

   Registration No. in Register of External Companies .........................................................................................

   Registration No. in Register of Charges ...................................................................................................

   Registration No. in Register of Debentures ................................................................................................

   Presented by

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors

   Dated this ....................................... day of ..................................................................., 19........

FOR OFFICIAL USE ONLY

   Date received ........................................................................................................................

   Date satisfaction entered in Register of Charges ............................................................................................

   Date satisfaction entered in Register of Debentures .........................................................................................

...................................................................
Registrar of Companies

DECLARATION

   WE, .............................................................of .................................................................

   ................................................................. of .................................................................

   ................................................................. of .................................................................

   ................................................................. of .................................................................

   local directors of ..................................................................................................................., DO

(name of company)

   SOLEMNLY AND SINCERELY DECLARE that the particulars contained in the Memorandum of Satisfaction annexed hereto, as Appendix A, and dated the ...... day of ......................................., 19....., are true to the best of our knowledge, information and belief.

   AND WE make this solemn Declaration, conscientiously believing the same to be true, and by virtue of the Oaths, Affirmations and Declarations Act.

DECLARED before me this ...........day of ............, 19..... at ............ A Commissioner for Oaths

..............................................................

..............................................................

..............................................................

..............................................................

..............................................................

APPENDIX “A"

MEMORANDUM OF SATISFACTION OF MORTGAGE OR CHARGE BY AN EXTERNAL COMPANY

   Name of company an external company ...................................................................................................

   Registration No. in Register of External Companies ..........................................................................................

   Registration No. in Register of Charges ....................................................................................................

   Registration No. in Register of Debentures .................................................................................................

   Address of established place of business in Malawi ..........................................................................................

   .....................................................................................................................................

   WE, ......................., ............................., .......................

   ............................................., ..........................................., ..........................................

   ............................................., ..........................................., ..........................................

   ............................................., ..........................................., ..........................................

   ............................................., ..........................................., ..........................................

   local directors of the above-named external company, hereby give notice on behalf of the above-named external company that the registered charge being ...........................................

   .....................................................................................................................................

(see Note (a) below)

   .....................................................................................................................................

   .....................................................................................................................................

   .....................................................................................................................................

   of which particulars were registered with Registrar of Companies on the ................... day of............, 19....., was satisfied on the ............... day of......................., 19......, to the extent of ........................................................... Dated this ............................ day of ..........................................., 19.....

(Signatures)

.........................................................
.........................................................
.........................................................
.........................................................
.........................................................

Local directors

Note: (a) Description of the instrument(s) creating or evidencing the charge, e.g. “Mortgage", “Charge", “Debenture", etc., with the date thereof. If the registered charge was a “Series of Debentures” or “Debenture Stock", the words “Authorized by Resolution", together with the date of the resolution, should be added.

COMPANIES (LIQUIDATOR’S FEES) REGULATIONS

under s. 345

G.N. 9/2009

ARRANGEMENT OF REGULATIONS

   REGULATION

   1.   Short title

   2.   Interpretation

   3.   Overriding Objectives

   4.   Remuneration

   5.   Role of the Court

   6.   Fees for Realising Secured Debts

   7.   Apportionment of Remuneration by Joint Liquidators

   8.   Authorization by the Court

   9.   Determination of Liquidator’s Remuneration

   10.   Application of Regulations to Disbursements and Other Expenses

      First Schedule

      Second Schedule

1.   Citation

   These Regulations may be cited as the Companies (Liquidator’s Fees) Regulations.

2.   Interpretation

   In these Regulations, unless the context otherwise requires—

   “Committee of Inspection” means a committee of creditors and members of a company appointed under section 235 of the Act;

   “company” means a company being wound up in accordance with the Act;

   “Court” means the Division of the High Court dealing with commercial matters;

   “legal practitioner” has the meaning ascribed to it under the Legal Education and Legal Practitioners Act;

   “liquidator” includes a provisional liquidator;

   “Official Receiver” means an official receiver appointed under the Bankruptcy Act or, if there is more than one official receiver, then one of them as the Minister may designate, or, if there is no such official receiver, then an officer appointed for that purpose by the Minister, and includes an Assistant Official Receiver.

3.   Overriding Objectives

   (1) A liquidator shall ensure that even liquidation is conducted in a manner that promotes the overriding objectives of winding up of companies.

   (2) The Court shall, in exercising its powers under the Act or these Regulations, promote the following overriding objectives in winding up of companies—

   (a)   increase returns to creditors in the order of priority as prescribed for in the Act;

   (b)   ensure that every winding up is conducted in a cost effective manner and that costs and expenses of the liquidation are proportionate to the value of assets realised or to be realised, for distribution to creditors;

   (c)   ensure that a winding up is conducted expeditiously and, in so far as possible, depreciation of assets is avoided before realisation; and

   (d)   ensure that every step taken in the winding up is in the interest of creditors.

4.   Remuneration

   In every winding up, where an Official Receiver is not a liquidator, the liquidator shall be entitled by way of remuneration for his services, subject to a ceiling of five per centum of the assets realised or distributed, which may be adjusted upwards by the Court on application by the liquidator, to a sum that is calculated by—

   (a)   applying the realisation scale set out in First Schedule hereto, to the monies received by him from the realisation of the assets of the company, including any Value Added Tax thereon, but after deducting any sums paid to secured creditors in respect of their securities and any sums spent out of money received in earning on the business of the company;

   (b)   adding to the sum arrived at under subparagraph (a), a sum that is calculated by applying the distribution scale set out in Second Schedule hereto, to the value of assets distributed to creditors of the company, including payments made in respect of preferential debts and contributories; and

   (c)   reference to the time properly given by the liquidator and his staff, in attending to matters arising in the liquidation, provided that in any event the amount payable shall not exceed five per centum of the value of assets realised or distributed without the agreement of the Committee of Inspection, meeting of creditors or the Official Receiver, as the case may be.

5.   Role of the Court

   In exercising its powers under Regulations 4 and 8, the Court shall have regard to the following—

   (a)   the complexity of the case;

   (b)   any responsibility of an exceptional kind or degree which falls on a liquidator in connection with a winding up;

   (c)   the effectiveness and expediency with which the liquidator is carrying out, or has carried out, his duties in accordance with the objectives set out in Regulation 3 herein; and

   (d)   the value and nature of the assets which the liquidator has to deal with.

6.   Fees for Realizing Secured Debts

   Where assets realized for a secured creditor are subject to a charge which, when created was a mortgage or a fixed charge, the liquidator shall be entitled to receive remuneration calculated using the Realization Scale to the monies received by him in respect of the assets realized, including any sums received in respect of Value Added Tax thereon, but after deducting any sums spent out of money received in carrying on the business of the company.

7.   Apportionment of Remuneration by Joint Liquidators

   (1) Joint liquidators shall agree on the apportionment of remuneration payable.

   (2) Any dispute arising between the joint liquidators may be referred to—

   (a)   a Committee of Inspection or a meeting of creditors for settlement by resolution, and

   (b)   the Court for settlement by order, if no decision is made within 30 days from the date the reference was made to the Committee of Inspection or meeting of creditors, or if a decision was made but any of the liquidators does not agree with the decision.

8.   Authorization by the Court

   Where a liquidator employs his own firm or any partner in the firm to act on behalf of a company in any matter, profit costs shall not be paid to the liquidator without authorization of the Court.

9.   Determination of liquidator’s Remuneration

   (1) A liquidator shall, within seven days of a request in writing being made by a creditor, disclose to the creditor any amount of remuneration paid to him.

   (2) Where remuneration of a liquidator is determined otherwise than by a Court, any creditor of a company may, with leave of the Court, apply to the Court for an order that the liquidator’s remuneration be reduced, on the grounds that the remuneration is, in all circumstances, excessive.

   (3) Where leave is granted by the Court, the creditor shall, at least seven days before hearing of the application, send to the liquidator—

   (a)   a notice of hearing,

   (b)   a copy of the application; and

   (c)   any evidence which the creditor intends to adduce in Court in support of the application.

   (4) If the Court considers the application to be well-founded, it shall make an order reducing the amount or rate of the remuneration.

   (5) Unless the Court orders otherwise, the costs of the application shall be paid by the creditor and are not payable out of the assets of the company.

10.   Application of Regulations to Disbursements and Other Expenses

   These Regulations shall apply to disbursements and expenses incurred by a liquidator—

   (a)   if the disbursements and expenses—

      (i)   were authorized by a person responsible for approving the liquidator’s remuneration; and

      (ii)   the expenses were directly incurred on a case, and are subject to a reasonable method of calculation and allocation; and

   (b)   where the liquidator proposes to recover costs which, whilst being in the nature of disbursements or expenses, may include an element of shared or allocated costs, such as room hire, document storage or communication facilities provided by the liquidator’s own firm, and these shall be disclosed; and

   (c)   Regulation 8 shall apply mutatis mutandis.

FIRST SCHEDULE

REALIZATION SCALE

Amount

Percentage

(i)   On the First K100,000 or fraction thereof ...................

20%

(ii)   On the next K100,000 or fraction thereof ..................

15%

(iii)   On the next K100,000 or fraction thereof .................

10%

(iv)   On all further amounts realized ................................

3%

SECOND SCHEDULE

DISTRIBUTION SCALE

Amount

Percentage

(i)   On the First K100,000 or fraction thereof ..................

10%

(ii)   On the next K100,000 or fraction thereof ..................

7.5%

(iii)   On the next K100,000 or fraction thereof .................

5%

(iv)   On all further amounts distributed ............................

2.5%

COMPANIES (WINDING-UP) RULES

ARRANGEMENT OF RULES

   RULE

PART I
PRELIMINARY

   1.   Citation

   2.   Interpretation

PART II
RULES OF PROCEDURE FOR WINDING-UP PROCEEDINGS

   3.   Winding-up proceedings

   4.   Role of the Judge

   5.   Matters to be held in open court or chambers

   6.   Appeals from the Court

   7.   Title of proceedings

   8.   Written or printed proceedings

   9.   Process to be sealed

   10.   Issue of petitions, etc.

   11.   Order

   12.   Filing of proceedings

   13.   Office copies

   14.   Inspection of file

   15.   Use of the file by Official Receiver

   16.   Defacement of stamps

PART III
SERVICE OF PROCESS AND ENFORCEMENT OF RULES

   17.   Service of originating process or summons and supporting affidavit

   18.   Duration and renewal of petitions for purposes of service

   19.   Mode of service

   20.   Publication in the Gazette

   21.   Memorandum of advertisement to be filed

   22.   Enforcement of judgments

PART IV
WINDING-UP APPLICATIONS

   23.   Form of winding-up application

   24.   Filing of winding-up application

   25.   Advertisement of winding-up application

   26.   Verification of petition

   27.   Service of winding-up application and supporting affidavit

   28.   Creditor and contributory to be furnished with copy of winding-up application

PART V
HEARING OF WINDING-UP APPLICATION

   29.   Notice of intention to appear

   30.   List of persons intending to appear

   31.   Affidavits opposing winding-up applications and affidavits in reply

   32.   Approved liquidator to be nominated

   33.   Attendance on Judge

   34.   Substitution of any person as applicant

   35.   Notice of winding-up order

   36.   Order appointing provisional liquidator

PART VI
REPORTS BY A LIQUIDATOR

   37.   Liquidator required to file reports

   38.   Reports of the liquidator

   39.   Consideration of further reports

PART VII
SPECIAL MANAGER

   40.   Appointment of special manager

   41.   Accounting by special manager

PART VIII
STATEMENT OF AFFAIRS

   42.   Preparation of statement of affairs

   43.   Extension of time for submitting statement of affairs

   44.   Further statement of affairs

   45.   Default

   46.   Costs of preparing statement of affairs

PART IX
APPOINTMENT OF LIQUIDATOR BY THE COURT

   47.   Appointment of liquidator on report of meetings of creditors and contributories

PART X
SECURITY BY LIQUIDATOR

   48.   Provisions as to security

   49.   Failure to give or keep up security

PART XI
EXAMINATIONS

   50.   Application for examination under s. 240 of the Act

   51.   Application for public examination under s. 241 of the Act

   52.   Application for examination under s. 273 of the Act

   53.   Attendance of liquidator or Official Receiver under s. 240 of the Act

   54.   Application for appointment

   55.   Notice of appointment to creditors and contributories

   56.   Examination under s. 240 of the Act

   57.   Examination under s. 241 of the Act

   58.   Shorthand notes of examination

   59.   Filing notes of deposition

   60.   Failure to attend and warrant for arrest

PART XII
DISCLAIMER OF ONEROUS PROPERTY

   61.   Disclosure

PART XIII
VESTING OF DISCLAIMED PROPERTY

   62.   Vesting of disclaimed property

PART XIV
ARRANGEMENT WITH CREDITORS AND CONTRIBUTORIES IN A WlNDING-UP BY THE COURT

   63.   Report by liquidator on arrangements and compromises

PART XV
ORDERS

   64.   Production of documents for perfecting order

PART XVI
COLLECTION AND DISTRIBUTION OF ASSETS

   65.   Collection and distribution of company’s assets by liquidator

   66.   Power of liquidator to require delivery of property

PART XVII
LIST OF CONTRIBUTORIES IN A WINDING-UP

   67.   List of contributories

   68.   Contributories listed may attend proceedings

   69.   Appointment of time and place for settlement of list

   70.   List of liquidator

PART XVIII
CALLS

   71.   Meeting of committee of inspection

   72.   Application to court for leave to make call

   73.   Filing of call making document

   74.   Service of notice of call

   75.   Enforcement of call

PART XIX
PROVING OF DEBTS

   76.   Proof of debt

   77.   Mode of proof

   78.   Verification of proof

   79.   Contents of proof

   80.   Statement of security

   81.   Cost of proof

   82.   Discounts

   83.   Periodical payments

   84.   Interest

   85.   Proof of debt payable at future time

   86.   Payment to employees

   87.   Production of bills of exchange and promissory notes

PART XX
ADMISSION AND REJECTION OF PROOFS AND APPEAL TO THE COURT

   88.   Notice to creditors to prove

   89.   Examination of proof

   90.   Appeal by creditor

   91.   Expunging at the instance of liquidator

   92.   Expunging at the instance of creditor

   93.   Procedure where creditor appeals

   94.   Time for dealing with proofs

   95.   Creditor’s proof which has been admitted

   96.   Costs of appeal against rejection

PART XXI
DIVIDENDS

   97.   Dividend to creditors

   98.   Return of capital to contributories

PART XXII
PAYMENT INTO AND OUT OF COMPANIES LIQUIDATION ACCOUNT

   99.   Remittances to Companies Liquidation Account

   100.   Mode of payment out of Companies Liquidation Account

   101.   Court may give directions

PART XXIII
GENERAL MEETINGS OF CREDITORS AND CONTRIBUTORIES IN RELATION TO A WINDING-UP BY THE COURT

   102.   Summoning of first meetings

   103.   First meetings of creditors and contributories

   104.   Notice of first meetings

   105.   Form of notices of first meetings

   106.   Notice of first meetings to officers of the company

   107.   Summary of statement of affairs

   108.   Liquidator’s meetings of creditors and contributories

   109.   Application of rules as to meetings

   110.   Summoning of meetings

   111.   Proof of notice

   112.   Place of meetings

   113.   Costs of calling meetings

   114.   Chairman of meetings

   115.   Ordinary resolution of creditors and contributories

   116.   Copy of resolution to be filed

   117.   Non-reception of notice by creditors and contributories

   118.   Adjournment

   119.   Quorum

   120.   Creditors entitled to vote

   121.   Cases in which creditors shall not vote

   122.   Votes of secured creditors

   123.   Creditors required to give up security

   124.   Admission and rejection of proofs for purposes of voting

   125.   Statement of security

   126.   Minutes of meeting

PART XXIV
APPOINTMENT AND POWERS OF A PROXY

   127.   Proxies

   128.   Form of proxies

   129.   Forms of proxies to be sent with notices

   130.   General proxies to managers or clerks

   131.   Special proxies

   132.   Solicitation by liquidator to obtain proxies

   133.   Proxies to liquidator

   134.   Holder of proxies not to vote on matter in which he is financially interested

   135.   Proxies to be lodged with Official Receiver or liquidator

   136.   Use of proxies by deputy

   137.   Proxy of creditor who is blind or incapable of writing

PART XXV
LIQUIDATOR AND COMMITTEE OF INSPECTION

   138.   Remuneration of liquidator

   139.   Limit of remuneration

   140.   Dealing with assets

   141.   Restriction on purchase of goods by liquidator

   142.   Committee of inspection not to make profit

   143.   Cost of obtaining sanction of court

   144.   Sanction of payments to committee of inspection

PART XXVI
RELEASE OR RESIGNATION OF LIQUIDATOR

   145.   Notice of liquidator’s intention to apply for release

   146.   Meetings of creditors and contributories to consider resignation of liquidator

   147.   Insolvency of liquidator

   148.   Proceedings on registration

PART XXVII
SPECIAL BANK ACCOUNT FOR LIQUIDATOR

   149.   Application for special bank account

   150.   Payments into and out of bank

PART XXVIII
BOOKS

   151.   Record Book

   152.   Cash Book

PART XXIX
INVESTMENT OF FUNDS

   153.   Investment of assets in securities and realization of securities

PART XXX
ACCOUNTS AND AUDIT IN A WINDING-UP BY THE COURT

   154.   Audit of Cask Book

   155.   Liquidator’s accounts

   156.   Liquidator carrying on business

   157.   Liquidator’s trading account

   158.   Expenses of sales

PART XXXI
ATTENDANCE OF LIQUIDATOR

   159.   Attendance of liquidator

PART XXXII
STATEMENTS BY LIQUIDATORS TO THE REGISTRAR AND OFFICIAL RECEIVER

   160.   Voluntary winding-up deemed to be concluded on the date of dissolution of company

   161.   Time for lodging account and statement under s. 227 of the Act

   162.   Form of liquidator’s account and statement

PART XXXIII
UNCLAIMED FUNDS AND UNDISTRIBUTED ASSETS IN THE HANDS OF A LIQUIDATOR, NOT BEING THE OFFICIAL RECEIVER

   163.   Investments representing unclaimed funds

   164.   Liquidator to furnish information to Official Receiver

   165.   Official Receiver may call for verified accounts

   166.   Application for payment out by person entitled

   167.   Application by liquidator for payment out

PART XXXIV
OFFICIAL RECEIVER

   168.   Appointment of Official Receiver

   169.   Assistants

   170.   Duties where no assets

   171.   Official Receiver to act where there is no committee of inspection

   172.   Appeal from Official Receiver

PART XXXV
MISCELLANEOUS PROVISIONS

   173.   Enlargement or abridgement of time

   174.   Formal defect not to invalidate proceedings

   175.   Fees

   176.   Forms

      SCHEDULE

COMPANIES (WINDING-UP) RULES

under s. 346

G.N. 16/2010

PART I
PRELIMINARY

1.   Citation

   These Rules may be cited as the Companies (Winding-up) Rules.

2.   Interpretation

   In these Rules, unless the context otherwise requires—

   “applicant” means a person making an application to wind-up a company, and includes a company making an application to wind itself up;

   “company” means a company which is being wound-up or against which proceedings to have it wound-up have been commenced;

   “Judge” means a Judge of the High Court and includes the Chief Justice;

   “liquidator” includes a provisional liquidator;

   “proceedings” means the proceedings in the winding-up of a company under the Act;

   “proof of debts” means all debts whether payable on contingency, and all claims against the company, present or future, certain or contingent, ascertained or sounding only in damages or a just estimate made of claims that for some other reason do not bear a certain value provable against the company;

   “Registrar” means the Registrar of the High Court and includes a Deputy Registrar and an Assistant Registrar;

   “seal” includes stamp.

   (2) In exercise of its powers under these Rules, the court shall—

   (a)   ensure that all measures are taken in the interests of the body ofcreditors and contributories as whole and subject to the provisions of the Act as to preferential payments the property of the company is applied pari passu in satisfaction of its liabilities; and

   (b)   generally ensure compliance with overriding objectives forwinding-up companies in regulation 3 of the Companies (Liquidator’s Fees) Regulations.

PART II
RULES OF PROCEDURE FOR WTNDING-UP PROCEEDINGS

3.   Winding-up proceedings

   (1) Winding-up of proceedings shall be held by a single Judge.

   (2) All the procedure and conduct of all winding-up proceedings shall be subject to the Courts Act.

4.   Role of the judge

   (1) All proceedings in the winding-up of companies in the Court shall be attached to a Judge.

   (2) Subject to the Act and the Courts Act, the Judge may direct the Registrar to carry out such functions and duties in relation to winding-up as the Judge may deem fit and to report thereupon to him.

5.   Matters to be held in open court or chambers

   (1) The following matters and applications in court shall be heard before the Judge in open court—

   (a)   winding-up applications;

   (b)   appeals against decisions of liquidators under section 275 of the Act;

   (c)   applications under section 302 of the Act;

   (d)   applications for the committal of any person to prison for contempt;

   (e)   applications to rectify the Register; and

   (f)   such matters and applications as the Judge may, from time to time by any general or special order, direct to be heard before him in open court.

   (2) Any matter or application to the Court under the Act to which these Rules apply, not covered under subrule (1), may be heard and determined in chambers

6.   Appeals from the Court

   No appeal shall lie in respect of all interlocutory applications from the court except with the leave of the court or of the Supreme Court of Appeal.

7.   Title of proceedings

   (1) Every proceedings shall be dated and shall be intituled in the matter of the company to which it relates and in the matter of the Act and otherwise as in Form 1 in the Schedule.

   (2) The first proceeding in every winding-up matter shall have a distinctive number assigned to it, and all proceedings in any matter subsequent to the first proceeding shall bear the same number as the first proceeding.

8.   Written or printed proceeding

   All proceedings shall be written or printed or partly written or partlyprinted on paper of good quality, and must have a stitching margin:

   Provided that no objection shall be allowed to any proof or affidavit on account only of its being written or printed on paper of other size.

9.   Process to be sealed

   All orders, summonses, applications, warrants, process of any kind (including notices when issued by the court) and office copies in any winding-up matter shall be sealed with the seal of the court issuing or making the same

10.   Issue of petition, etc.

   Every petition and summons in a winding-up matter in the Court shall be prepared by the person making the application or his legal practitioner and issued by the Court

11.   Order

   (1) Every order whether made in court or in chambers in the winding-up of a company shall be drawn up by the person making the application or his legal practitioner and signed by the Judge, unless in any proceedings or class of proceedings the Judge who makes the order shall direct that no order need be drawn up.

   (2) Where a direction is given that no order need be drawn up the note or the memorandum of the order, signed or initialed by the Judge making the order, shall be sufficient evidence of the order having been made.

12.   Filing of proceedings

   All petitions, affidavits, summonses, orders, proofs, notices, depositions, bills of costs and other proceedings in the Court in a winding-up matter shall be kept and remain of record in the Court file.

13.   Office copies

   All office copies of petitions, summonses, affidavits, depositions, papers and writings, or any part thereof, required by the Official Receiver or any liquidator, contributory, creditor, officer of a company or other person entitled thereto, shall be provided by the court duly certified.

14.   Inspection of file

   Every person who has been a director or officer of a company shall be entitled, free of charge, and every contributory and every creditor whose claim or proof has been admitted, shall be entitled on payment of the prescribed fee, at all reasonable times, to inspect the file of proceedings and to take copies or extracts from any document therein or to be furnished with such copies or extracts on payment of the prescribed fee.

15.   Use of the file by Official Receiver

   When, in the exercise of his functions under the Act or these Rules, the Official Receiver requires the inspection or use of the file of proceedings the Registrar shall, on request, transmit a copy of the file of proceedings to the Official Receiver and charge the cost thereof as expenses in liquidation.

16.   Defacement of stamps

   Every officer of the court who shall receive any document to which an adhesive stamp shall be affixed shall immediately upon receipt of the document deface the stamp thereon.

PART III
SERVICE OF PROCESS AND ENFORCEMENT OF RULES

17.   Service of originating process or summons and supporting affidavit

   (1) Subject to any order to the contrary, every petition or summonsand the affidavit in support thereof shall be served upon every person against whom any order or other relief is sought:

   Provided that the Court may at any time direct that service be effected or notice of proceedings be given to any person who may be affected by the order or other relief sought and may at any time direct the manner in which such service is to be effected or such notice given; and any person so served or notified shall be entitled to be heard.

   (2) Any document referred to as an exhibit in an affidavit shall be made available for inspection by any person upon whom service of the affidavit is required.

18.   Duration and renewal of petitions for purpose of service

   (1) Subject to the other provisions of these Rules, for the purposes of service, a petition is valid in the first instance for four months beginning with the date of its issue.

   (2) Subject to subrule (3), where a petition has not been served on a defendant, the Court may by order extend the validity of the petition from time to time for such period, not exceeding two months at any one time, beginning with the day next following that on which it would otherwise expire, as may be specified in the order, if any application for extension is made to the Court before that day.

   (3) Where the Court is satisfied on an application under paragraph (2) that, despite the making of reasonable efforts, it may not be possible to serve a petition within four months, the Court may, if it thinks fit, extend the validity of the petition for such period, not exceeding four months at any one time, as the Court may specify.

   (4) Before a petition, the validity of which has been extended under this rule, is served, it must be marked with an official stamp showing the period from which the validity of the petition has been so extended.

19.   Mode of service

   Subject to these Rules, Order 12 of the High Court (Commercial Division) Rules, shall apply.

20.   Publication in the Gazette

   Except as otherwise provided by the Act, these Rules or any order —

   (a)   all matters which require to be gazetted shall be published once in the Gazette;

   (b)   all matters which require to be advertised shall be published once in a newspaper of national circulation;

   (c)   all matters required to be gazetted subsequent to a winding-up order shall be gazetted by the liquidator;

   (d)   where any winding-up order is amended or any matter which has been gazetted has been amended or altered or where any matter was Wrongly or inaccurately gazetted or advertised the order or matter shall be re-gazetted or re-advertised with the necessary amendments and alterations.

21.   Memorandum of advertisements to be filed

   Unless otherwise expressly provided in the Act, these Rules or unless otherwise expressly ordered, where any matter is gazetted or advertised in connection with any proceedings under the Act or under these Rules—

   (a)   a memorandum referring to and giving the date of the Gazette or advertisement, signed by the person responsible for the publication in the Gazette or newspaper or his legal practitioner shall be filed—

      (i)   if the advertisement relates to proceedings for or in connexion with a winding-up by the Court, by the liquidator; or

      (ii)   in any other case, by the party responsible for publishing the advertisement;

   (b)   in the case of an advertisement for or in connexion with a winding-up by the Court, a copy of the newspaper or Gazette in which the advertisement appeared shall be delivered to the Official Receiver and a copy to the liquidator by the party responsible for publishing the advertisement; and

   (c)   the memorandum referred to in paragraph (a) shall be prima facie evidence that the advertisement to which it refers was published in the Gazette or in the issue of the newspaper mentioned in it.

22.   Enforcement of judgments

   (1) Order 20 of the High Court (Commercial Division) Rules shall apply with respect to any application under these Rules.

   (2) Every judgment of the court made in the exercise of the powers conferred by the Act and these Rules may be enforced by the court as if it were a judgment of the court made in the exercise of its ordinary jurisdiction.

PART IV
WINDING-UP APPLICATIONS

23.   Form of winding-up application

   Every application for the winding-up of a company by the Court shall be made by petition which shall be in Form 1 in the Schedule.

24.   Filing of winding-up application

   (1) A winding-up application shall be filed with the Court.

   (2) The court shall appoint the time and place at which the winding-up application is to be heard.

   (3) Notice of the time and place appointed for hearing the winding-up application shall be written on the winding-up application and sealed copies thereof, and the Court may at any time before the winding-up application has been advertised, alter the time appointed and fix another time.

25.   Advertisement of winding-up application

   (1) Every winding-up application shall be advertised seven clear days, or such longer time as the court may direct, before the hearing, as follows—

   (a)   once in the Gazette and once at least in a newspaper of national circulation or in such other media as the Court may direct; and

   (b)   the advertisement shall state the day on which the winding-up application was filed and the name and address of the applicant and of his legal practitioner and contain a note at the foot thereof, stating that any person who intends to appear on the hearing of the winding-up application, either to oppose or support, must send notice of such intention to the applicant or to his legal practitioner, within the time and in the manner prescribed by rule 30, and an advertisement of an application for the winding-up of a company by the court which does not contain such a note shall be deemed irregular, and if the applicant or his legal practitioner does not within the time hereby prescribed or within such extended time as the Judge may allow duly advertise the winding-up application in the manner prescribed by this rule, the appointment of the time and place at which the winding-up application is to be heard shall be cancelled by the Judge and the winding-up application shall be removed from the file unless the Judge shall otherwise direct.

   (2) The advertisement under subrule (1) shall be in Form 2 in the Schedule.

26.   Verification of petition

   (1) Every petition for the winding-up of a company by the Court shall be verified by an affidavit.

   (2) A petition to wind-up a company shall state—

   (a)   the date of incorporation of the company;

   (b)   the registered office of the company; and

   (c)   the grounds on which the application for winding-up is made.

   (3) An affidavit verifying the petition shall be made by the applicant or by one of the applicants, if more than one, or, in the case where the application is made by a corporation, by some director, manager, secretary or other principal officer thereof and shall be filed and served together with the winding-up application, and such affidavit shall be prima facie evidence of the statements therein.

27.   Service of winding-up application and supporting affidavit

   (1) Every winding-up application and supporting affidavit shall, unless filed by the company, be served upon the company at the registered office of the company or at the principal or last known principal place of business of the company, if any can be found, by leaving a copy with any member, officer or employee of the company there, or in case no such member, officer or employee can be found there, then by leaving a copy at such registered office or principal place of business, or by serving it on such member or members of the company as the court may direct; and where the company is being wound-up voluntarily, the winding-up application and supporting affidavit shall also be served upon the liquidator (if any) appointed for the purpose of winding-up the affairs of the company.

   (2) Where a winding-up application is filed by any person other than the liquidator of the company in relation to a company which is in the course of being wound-up, the winding-up application and supporting affidavit shall be personally served upon the liquidator.

   (3) A copy of the winding-up application and supporting affidavit shall also be served upon the Official Receiver.

   (4) An affidavit of service of a winding-up application shall be in Form 3 in the Schedule.

28.   Creditor and contributory to be furnished with copy of winding-up application

   Every contributory and creditor of the company shall be entitled to be furnished by the applicant or his legal practitioner with a copy of the winding-up application and supporting affidavit within forty-eight hours after requiring the same, upon payment of K50 per folio of one hundred words for such copy.

PART V
HEARING OF WINDING-UP APPLICATIONS

29.   Notice of intention to appear

   (1) Every person who intends to appear on the hearing of a winding-up application shall serve on the applicant or his legal practitioner notice of his intention.

   (2) The notice shall be signed by such person or by his legal practitioner and shall give the address of the person signing it and shall be served, or if sent by post shall be posted in such time as in the ordinary course of post to reach the address not later than 12 o’clock noon of the day previous to the day appointed for the hearing of the winding-up application.

   (3) A person who has failed to comply with this rule shall not, without the leave of the court, be allowed to appear at the hearing of the winding-up application.

   (4) The notice of intention to appear shall be in Form 6.

30.   List of persons intending to appear

   (1) The applicant or his legal practitioner shall prepare a list of the names and addresses of the persons who have given notice of their intention to appear at the hearing of the winding-up application and of their respective legal practitioners.

   (2) On the day appointed for hearing the winding-up application a fair copy of the list or, if no notice of intention to appear has been given, a statement to that effect, shall be handed by the applicant or his legal practitioner to the Court prior to the hearing of the winding-up application.

   (3) The list to be prepared under subrule (1) shall be in Form 7 in the Schedule.

31.   Affidavits opposing winding-up applications and affidavits in reply

   (1) Affidavits in opposition to an application for the winding-up of a company shall be filed and a copy thereof served on the applicant or his legal practitioner at least seven days before the time appointed for the hearing of the winding-up application.

   (2) Any affidavit in reply to an affidavit filed in opposition to a winding-up application (including a further affidavit in support of any of the facts alleged in the winding-up application) shall be filed within three days of the date of service on the applicant or his legal practitioner of the affidavit in opposition and a copy thereof served on the party opposing the winding-up application or his legal practitioner.

32.   Approved liquidator to be nominated

   (1) When filing the winding-up application, the applicant may nominate in writing a liquidator who may be appointed liquidator if an order for the winding-up of the company is made by the Court.

   (2) Before the hearing of the winding-up application, the applicant or his legal practitioner shall obtain and file the consent in writing of the approved liquidator nominated.

33.   Attendance on Judge

   (1) Unless otherwise expressly provided in this rule, Orders 14 and 15 of the High Court (Commercial Division) Rules shall apply with respect to attendance on the Judge.

   (2) After a winding-up application has been filed, the applicant or his legal practitioner shall on a day to be appointed by the Judge attend before the Judge and satisfy him that—

   (a)   the winding-up application has been duly published in the Gazette or advertised;

   (b)   the affidavit supporting the winding-up application and the affidavit of service, if any, have been duly filed;

   (c)   the consent in writing of the approved liquidator nominated by the applicant has been obtained and filed;

   (d)   the provisions of these Rules as to winding-up applications have been duly complied with;

   (2) No order, except an order for the dismissal or adjournment of the winding-up application, shall be made on the application of any person making the winding-up application who has not, prior to the hearing of the winding-up application, attended before the Judge at the time appointed and satisfied him in the manner required by this Rule.

34.   Substitution of any person as applicant

   (1) When an applicant is not entitled to make a winding-up application or, whether so entitled or not, where he—

   (a)   fails to take all the steps prescribed by these Rules preliminary to the hearing of the winding-up application;

   (b)   consents to withdraw his winding-up application or to allow it to be dismissed or the hearing to be adjourned; or

   (c)   fails to appear in support of his winding-up application when it is called on in court on the day originally fixed for the hearing thereof or on any day to which the hearing has been adjourned or if the applicant does not apply for an order in terms of the prayer of his winding-up application,

the court may, upon such terms as it thinks just, substitute as applicant any person who, in the opinion of the court, would have a right to make the winding-up application and who is desirous of proceeding with the winding-up application.

   (2) An order to substitute an applicant may, where an applicant—

   (a)   fails to advertise his winding-up application within the time prescribed by or under these Rules; or

   (b)   consents to withdraw his winding-up application,

be made by the court at any time before the date fixed for the hearing of the winding-up application.

35.   Notice of winding-up order

   (1) When an order is made for the winding-up of a company, the applicant shall immediately inform the liquidator of the making thereof and within seven days of the pronouncement thereof publish in the Gazette and advertise a notice of the making of the order in a newspaper of national circulation.

   (2) Unless otherwise directed by the court, the copy of the winding-up order required by section 220 of the Act to be served upon the secretary of the company may be served either personally or by prepaid letter addressed to such secretary at the registered office of the company or at its principal or last known place of business.

   (3) An order to wind-up a company shall contain at the foot thereof a notice stating that it will be the duty of the persons mentioned in section 228 (2) of the Act to make out the company’s statement of affairs and to attend on the liquidator at such time and place as the liquidator may appoint which shall not be more than twenty-seven days from the date of publication of the winding-up order.

   (4) The notification to Official Receiver of winding-up order shall be in Form 8 in the Schedule and the order to wind-up a company shall be in Form 10 in the Schedule.

   (5) The notice of order to wind-up shall be in Form 11 in the Schedule.

36.   Order appointing provisional liquidator

   (1) At any time after the filing of a winding-up application, the Court may, upon the application of any creditor or contributory of the company and upon proof by affidavit of sufficient ground for the appointment of a provisional liquidator, make the appointment upon such terms as the Court shall think just or necessary.

   (2) An order appointing a provisional liquidator under section 221 of the Act shall state the nature and give a short description of the property which the provisional liquidator is ordered to take possession and the duties to be performed by him.

   (3) An order appointing a provisional liquidator shall be in Form 5 in the Schedule and the notification of the order shall be in Form 9 in the Schedule.

PART VI
REPORTS BY A LIQUIDATOR

37.   Liquidator required to file reports

   (1) A liquidator shall have the duty to file with the court reports made pursuant to section 229 and section 236 (2) of the Act.

   (2) A report filed under subrule (1) shall—

   (a)   contain a narrative form of the facts and matters which need to be brought to the notice of court;

   (b)   be lodged with the Registrar of Companies and the Official Receiver:

         Provided that a further report under section 229 (2) of the Act, shall not be open for inspection of any creditor, contributory or other person unless directed by the court; and

   (c)   be filed with the Court no later than sixty days from the publication date of the commencement of winding-up.

38.   Reports of the liquidator

   (1) The following reports to be made by the liquidator shall be filed in a copy lodged with the registrar and with the Official Receiver—

   (a)   preliminary report in a winding-up by the Court, under section 229 (1) of the Act;

   (b)   further reports in a winding-up by the Court, under section 229 (2) of the Act; and

   (c)   report in relation to application to stay winding-up proceedings under section 236 (2) of the Act.

   (2) A further report made under section 229 (2) of the Act shall not be open to the inspection of any creditor, contributory or other person unless the Court shall so direct.

39.   Consideration of further report

   (1) Any further report made under section 229 (2) of the Act shall be considered by the Judge in chambers upon the application of the liquidator made by summons ex parte.

   (2) The Judge may direct service of the summons upon any other person concerned.

   (3) The liquidator shall personally or by legal practitioner attend when the report is being considered and give the Judge any further information or explanation with reference to the matters stated in the report which the Judge may require.

PART VII
SPECIAL MANAGER

40.   Appointment of special manager

   (1) An application by the liquidator for the appointment of a special manager under section 237 of the Act shall be supported by a report of the liquidator in which shall be stated the amount of remuneration which in the opinion of the liquidator ought to be allowed to the special manager.

   (2) The remuneration of the special manager shall, unless the court in any special case otherwise directs, be stated in the order appointing him, but the Court may at any subsequent time for good cause shown, make an order increasing, reducing or otherwise altering such remuneration.

   (3) Subrules (1) and (2) shall be subject to the provisions of the Companies (Liquidator’s Fees) Regulations.

41.   Accounting by special manager

   (1) Every special manager shall submit an account to the liquidator on whose application he was appointed by the court and when such account is approved by the liquidator, the totals of the receipts and payments shall be added by the liquidator to his accounts.

   (2) An affidavit by a special manager verifying account shall be in Form 12 in the Schedule.

PART VIII
STATEMENT OF AFFAIRS

42.   Preparation of statement of affairs

   (1) Every person who under section 228 of the Act has been required by the liquidator to submit and verify a statement as to the affairs of the company shall be furnished by the liquidator with a copy of an appropriate form.

   (2) A liquidator may hold personal interviews with any such person as is mentioned in paragraph (a), (b) or (c) of subsection (2) of section 228 of the Act for the purpose of investigating the affairs of the company.

   (3) Any person invited for a personal interview has a duty to attend on the liquidator at such time and place as the liquidator may appoint and give the liquidator all information that he may require.

   (4) A declaration in respect of statement of affairs shall be in Form 19 in the Schedule.

43.   Extension of time for submitting statement of affairs

   When any person requires any extension of time for submitting the statement of affairs, he shall apply to the Court.

44.   Further statement of affairs

   Where required after submission of a statement of affairs, every person if required shall attend on the liquidator to provide further information as required in relation to the statement of affairs.

45.   Default

   Any default in complying with the requirement of section 228 (1) of the Act shall be reported by the liquidator to the Court.

46.   Costs of preparing statement of affairs

   A person who is required to make or concur in making any statement of affairs of a company shall, before incurring any costs or expenses in and about the preparation and making of the statement, apply to the liquidator for his sanction, and submit a statement of the estimated costs and expenses which it is intended to incur; and, except by order of the Court, no person shall be allowed out of the assets of the company any costs or expenses which have not, before being such incurred, been sanctioned by the liquidator.

PART IX
APPOINTMENT OF LIQUIDATOR BY THE COURT

47.   Appointment of liquidator on report of meetings of creditors and contributories

   (1) As soon as possible after the first meetings of creditors and contributories have been held, the Official Receiver or the chairman of the meetings, as the case may be, shall report the result of each meeting to the court.

   (2) After the results of the meetings of creditors and contributories have been reported to the court, the court may, upon the application of the Official Receiver, immediately make the appointments necessary for giving effect to the resolutions passed at such meetings if the meetings of the creditors and contributories have each passed the same resolutions or if the resolutions passed at the two meetings are identical in effect.

   (3) In any case not covered by subrule (2), the court shall fix a time and place for considering the resolutions and determinations (if any) of the meetings, deciding the differences (if any), and making such order as may be necessary.

   (4) When a time and place have been fixed for the consideration of the resolutions and determinations of the meetings, the time and place shall be advertised by the Official Receiver in such manner as the Court shall direct, but so that the first or only advertisement shall be published not less than seven days before the time so fixed.

   (5) When considering the resolutions and determinations of the meetings the Court may hear the Official Receiver and any creditor or contributory.

   (6) Upon the appointment of a liquidator, a copy of the appointing order shall be transmitted to the Official Receiver who, as soon as the liquidator has given security, shall cause notice of the appointment to be published in the Gazette.

   (7) All expenses of gazetting such notice shall be paid by the liquidator, but may be charged by him on the assets of the company.

   (8) Every appointment of a liquidator shall be advertised by the liquidator in such manner as the Court directs immediately after the liquidator has given the required security.

   (9) The appointment of liquidator shall be in Form 21 in the Schedule and the advertisement of appointment of liquidator shall be in Form 23 in the Schedule.

PART X
SECURITY BY LIQUIDATOR

48.   Provisions as to security

   Where a liquidator, other than the Official Receiver, has been appointed, the following provisions as to security shall have effect—

   (a)   the security shall be given to such officers or persons, and in such manner as the Official Receiver may direct;

   (b)   it shall not be necessary that security shall be given in each separate winding-up:

         Provided that security may be given specially in a particular winding-up, or generally, to be available for any winding-up in which the person giving security may be appointed, as liquidator;

   (c)   the Official Receiver shall fix the amount and nature of the security, and may from time to time, as he thinks fit, either increase or diminish the amount of special or general security which any person has given;

   (d)   the certificate of the Official Receiver that a liquidator has given security to his satisfaction shall be filed with the court;

   (e)   the cost of furnishing the required security by a liquidator, including any premiums which he may pay in respect thereof, shall be borne by him personally, and shall not be charged against the assets of the company as an expense incurred in the winding-up; and

   (f)   the certificate that a liquidator or special manager has given security shall be in Form 22 in the Schedule.

49.   Failure to give or keep up security

   (1) If a liquidator fails to give the required security within the time stated for that purpose in the order appointing him, or any extension thereof, the Official Receiver shall report such failure to the Court, which may thereupon rescind the order appointing the liquidator.

   (2) If a liquidator fails to keep up his security, the Official Receiver shall report such failure to the Court, which may thereupon remove the liquidator, and make such order as to costs as the Court shall think fit.

PART XI
EXAMINATIONS

50.   Application for examination under s. 240 of the Act

   (1) An application to the court to summon persons for examination under section 240 of the Act shall be made ex parte and may be made by the liquidator or any creditor or contributory.

   (2) If an application under subrule (1) is made by a creditor or contributory the summons and affidavit in support thereof shall be served on the liquidator.

51.   Application for public examination under s. 241 of the Act

   An application for an order for a public examination under section 241 of the Act may be made ex parte by the liquidator.

52.   Application for examination under s. 273 of the Act

   An application for an order for the examination of the liquidator or other persons under section 273 of the Act may be made ex parte by the Official Receiver, the registrar or any creditor or contributory and shall be supported by affidavit.

53.   Attendance of liquidator or Official Receiver under s. 240 of the Act

   The liquidator or the Official Receiver may attend in person or by counsel at any examination of a witness under section 240 of the Act and he or his counsel may take notes of the examination for his use, and put such questions to the persons examined as the court may allow.

54.   Application for appointment

   (1) Upon an order directing a person to attend for public examination being made under section 241 of the Act, the liquidator shall apply ex parte for the appointment of a day on which the public examination is to be held.

   (2) The liquidator or his legal practitioner shall cause notice of the day and place appointed for holding the public examination to be served on the person to be examined.

   (3) An order directing a public examination shall be in Form 24 in the Schedule and an order appointing a time for examination shall be in Form 25 in the Schedule.

   (4) A notice to attend a public examination shall be in Form 26 in the Schedule.

55.   Notice of appointment to creditors and contributories

   (1) The liquidator shall give notice of the public examination to the creditors and contributories by advertising a notice of the time and place appointed for holding the examination.

   (2) Where an adjournment of the public examination has been directed, notice of the adjournment shall not, unless otherwise directed by the Court, be advertised.

   (3) A report to the court where a person examined refuses to answer to the satisfaction of Registrar or officer shall be in Form 27 in the Schedule and an order on persons to attend at chambers to be examined shall be in Form 28 in the Schedule.

56.   Examination under s. 240 of the Act

   Where an order has been made for a private examination under section 240 of the Act—

   (a)   the examination shall be held in camera;

   (b)   the Court may in the order for examination or by such subsequent order give directions as to the matters on which any person is to be examined.

57.   Examination under s. 241 of the Act

   Where an order has been made for a public examination under section 241 of the Act—

   (a)   the Judge may order that the examination not be held in open court and not be open to the public;

   (b)   the Court may in the order for examination or by such subsequent order give directions as to the matters on which any person is to be examined;

58.   Shorthand notes of examination

   (1) If the court or person before whom any examination under the Act or these Rules is directed to be held considers that it would be desirable that a person, other than the person before whom an examination is taken, should be appointed to take down in shorthand or otherwise record the evidence of any person examined, it shall be competent for the court or person before whom the examination is taken to make the appointment.

   (2) The person at whose instance the examination is taken shall nominate a person for the purpose and the person so nominated shall be appointed unless the Court or person holding the examination shall otherwise direct.

   (3) Every person so appointed shall be paid by the person at whose instance the appointment was made or out of the assets of the company as may be directed by the Court.

59.   Filing of notes of deposition

   (1) The notes of the depositions of a person examined under section 241 of the Act, whether before the Court or before any person appointed to take such examination, shall be filed, but shall not be open to the inspection of any creditor, contributory, or other person, except the liquidator or his legal practitioner, unless the Court shall so direct, and the Court may, from time to time, give such general or special directions as it shall think expedient as to the custody and inspection of such notes and the furnishing of copies of or extracts there from.

   (2) The notes of the depositions of a person examined under section 241 of the Act shall be filed and shall be open to the inspection of any creditor or contributory.

60.   Failure to attend and warrant for arrest

   (1) If any person who has been directed by the Court to attend for public examination fails to attend at the time and place appointed and no good cause is shown by him for such failure, it shall be lawful for the Court to issue a warrant for the arrest of the person required to attend, or to make such other order as the Court shall think just.

   (2) If before the day appointed for the public examination, the liquidator satisfies the Court that any person who has been directed by the Court to attend for public examination has absconded or that there is reason for believing that he is about to abscond with a view to avoiding examination, it shall be lawful for the Court to issue a warrant for the arrest of the person required to attend, or to make such other order as the Court shall think just.

   (3) A court shall issue a warrant for the arrest under subrules (1) and (2), without any further notice, upon proof to its satisfaction that notice of the order and of the time and place appointed for attendance at the public examination was duly served.

   (4) A warrant against a person who fails to attend examination shall be in Form 29 in the Schedule and an order for warrant of arrest of a person who has failed to attend examination shall be in Form 30 in the Schedule.

Part XII
DISCLAIMER OF ONEROUS PROPERTY

61.   Disclosure

   (1) Any application for leave to disclaim any part of the property of a company pursuant to section 291 (1) of the Act shall be by ex parle summons, which summons shall be supported by an affidavit showing who are the parties interested and what their interests are.

   (2) On hearing the summons, the Court shall give such directions as it sees fit and, in particular, directions as to the notices to be given to the parties interested or any of them and the Court may adjourn the application to enable any such party to attend.

   (3) Where a liquidator disclaims a leasehold interest, he shall immediately file the disclaimer with the Court, and the disclaimer shall contain particulars of the interest disclaimed and a statement of the persons to whom notice of disclaimer has been given.

   (4) The disclaimer shall be inoperative until the disclaimer is filed by the liquidator.

   (5) Where any person claims to be interested in any part of the property of the company which the liquidator wishes to disclaim, he shall, at the request of the liquidator, furnish a statement of the interest so claimed by him, which statement shall be supported by an affidavit.

   (6) A disclaimer of lease shall be in Form 31 in the Schedule and a notice of disclaimer of lease shall be in Form 32 in the Schedule.

PART XIII
VESTING OF DISCLAIMED PROPERTY

62.   Vesting of disclaimed property

   (1) Any application under section 291 (6) of the Actforan order for the vesting of any disclaimed property in or the delivery of any such property to any person shall be supported by the affidavit filed on the application for leave to disclaim the property.

   (2) Where an application under subrule (1) relates to disclaimed property of a leasehold nature and it appears that there is any mortgagee (including a charge or caveator having a lien by way of deposit of document of title) or under-lessee of such property, the court may direct that notice shall be given to such mortgagee or under-lessee that if he does not elect to accept and apply for such a vesting order upon the terms required by subrule (1) and imposed by the Court within a time to be fixed by the Court and stated in the notice, he will be excluded from all interest in and security upon the property and the Court may adjourn the application for the notice to be given and for the mortgagee or under-lessee to be added as a party to and served with the application and, if he sees fit, to make such election and application as is mentioned in the notice.

   (3) If at the expiration of the time fixed by the Court under subrule (2), the mortgagee or under-lessee fails to make such election and application as is mentioned in the notice, the Court may make a vesting order in relation to the property and excluding the mortgagee or under-lessee from all interest in or security upon the property.

PART XIV
ARRANGEMENT WITH CREDITORS AND CONTRIBUTORIES IN A WINDING-UP BY THE COURT

63.   Report by liquidator on arrangements and compromise

   In a winding-up by the court if application is made to the Court under section 230 (1) of the Act to sanction any compromise or arrangement, the Court may, before giving its sanction thereto, hear a report by the liquidator as to the terms of the scheme, and as to the conduct of the directors and other officers of the company and as to any other matters which, in the opinion of the liquidator, ought to be brought to the attention of the Court.

PART XV
ORDERS

64.   Production of documents for perfecting order

   (1) Subject to any direction to the contrary, every order shall be passed and entered immediately and it shall be the duty of the person making the application or his legal practitioner and of all other persons who have appeared on the hearing of a petition or summons not later than the day after the order is pronounced in court, to leave at the Court all the documents required for the purpose of enabling the Court to perfect the order immediately.

   (2) It shall not be necessary for the Judge to make an appointment to settle the order unless in any particular case special circumstances make an appointment necessary.

   (3) A memorandum to be obtained on presenting petition shall be in Form 4 in the Schedule.

PART XVI
COLLECTION AND DISTRIBUTION OF ASSETS

65.   Collection and distribution of company’s assets by liquidator

   (1) The duties imposed by section 227 (1) of the Act in a winding-up by the Court with regard to the collection of the assets of the company and the application of the assets in discharge of the liabilities of the company shall be discharged by the liquidator subject to the control of the Court.

   (2) For the purpose of the discharge by the liquidator of the duties imposed by section 227 (1) of the Act and subrule (1), the liquidator in a winding-up by the Court shall for the purpose of acquiring or retaining possession of the property of the company, be in the same position as if he were a receiver of the property appointed by the Court, and the Court may, on his application, enforce such acquisition or retention accordingly.

66.   Power of liquidator to require delivery of property

   (1) Any contributory for the time being on the list of contributories, and any trustee, receiver, banker, agent or officer of a company which is being wound-up shall on notice from the liquidator within such time as he shall by notice in writing require, pay, deliver, convey, surrender or transfer to or into the hands of the liquidator any money or property or books and papers which are in his hands and to which the company is prima facie entitled, and the Court may on the application of the liquidator order the payment, delivery, conveyance, surrender or transfer.

   (2) A notice by the liquidator requiring payment of money or delivery of other property shall be in Form 33 in the Schedule.

PART XVII
LIST OF CONTRIBUTORIES IN A WINDING-UP

67.   List of contributories

   (1) A liquidator shall, within twenty-one days of appointment, settle a list of contributories of the company and appoint a time and place for the settlement.

   (2) The list of contributories shall contain a statement of the address of, and the number of shares or extent of interest to be attributed to, each contributory, and shall distinguish the several classes of contributories.

   (3) A liquidator may, from time to time, vary or add to the list of contributories:

   Provided that any variation or addition shall be made in the same manner in all respects as the settlement of the: original list.

   (4) Notice shall be given to every person whom a liquidator has finally placed on the list of contributories stating—

   (a)   in what character and for what number of shares or interest he has been placed on the list:

   (b)   what amount has been called up and what amount paid up in respect of such shares or interest.

   (5) A liquidator shall in the notice under subrule (4) inform every person whom the liquidator has finally placed on the list of contributories stating that an application for the removal of his name from the list, or for a variation of the list, must be made to the Court within twenty-one days for the date of service of the notice.

   (6) On the day appointed for settlement of the list of contributories the liquidator shall hear any person who objects to being settled as a contributory, and after such hearing shall finally settle the list which, when so settled, shall be the list of contributories of the company.

68.   Contributories listed may attend proceedings

   (1) Every person for the time being on the list of contributories of the company and every person whose proof has been admitted may at his own expense attend proceedings in relation to the winding-up of a company by the Court, and shall be entitled upon payment of the costs occasioned thereby to have notice of all such proceedings as he shall by written request desire.

   (2) If the Court is of the opinion that the attendance, under subrule (1), of any person upon any proceedings has occasioned additional costs which ought not to be borne by the funds of the company, it may direct such costs or a gross sum in lieu thereof to be paid by that person and that person shall not be entitled to attend any further proceedings until he has paid the costs.

   (3) The Court may from time to time appoint any one or more of the creditors or contributories to represent before the Court at the expense of the company all or any class of the creditors or contributories upon any question or in relation to any proceedings before the Court and may remove the person so appointed.

   (4) If more than one person is appointed under this Rule to represent one class, the persons appointed shall employ the same solicitor to represent them.

69.   Appointment of time and place for settlement of list

   (1) The liquidator shall give notice in writing of the time and place appointed for the settlement of the list of contributories to every person whom he proposes to include in the list, and shall state in the notice to each person in what character and for what number of shares or interest he proposes to include such person in such list.

   (2) A notice to contributories of appointment to settle list of contributories shall be in Form 34 in the Schedule and a certificate of liquidator of final settlement of list of contributories shall be in Form 35 in the Schedule.

70.   List of liquidator

   A liquidator shall not be personally liable to pay any costs of or in relation to an application to set aside or vary his act or decision in settling the name of a person on the list of contributories of a company.

PART XVIII
CALLS

71.   Meeting of committee of inspection

   (1) A liquidator may arrange a meeting with a contributory bysummoning a meeting of the committee of inspection to obtain their sanction for the intended meeting.

   (2) The notice of the meeting shall be sent to each member of the committee of inspection in sufficient time to reach him not less than seven days before the day appointed for holding the meeting, and shall contain a statement of the proposed amount of the call and the purpose of which it is intended.

   (3) The notice of the intended call and the intended meeting of the committee of inspection shall be advertised stating the time and place of the meeting of the committee of inspection and that each contributory may either attend the meeting and be heard, or make any communication in writing to the liquidator or members of the committee of inspection to be laid before the meeting in reference to the intended call.

   (4) At the meeting of the committee of inspection, any statement or representations made either to the meeting personally or addressed in writing to the liquidator or members of the committee by any contributory shall be considered before the intended call is sanctioned.

   (5) The sanction of the committee of inspection shall be given by resolution which shall be passed by a majority of the members present.

   (6) When there is no committee of inspection, the liquidator shall not make a call without obtaining the leave of the Court.

72.   Application to court for leave to make call

   (1) An application to the Court for leave to make any call for a purpose authorized by the Act, shall be made by summons stating the proposed amount of such call, which summons shall be served at least four clear days before the day appointed for making the call on every contributory proposed to be included in such call, or if the Court so directs, notice of such intended call may be given by advertisement without a separate notice to each contributory.

   (2) The copy of the summons served on each contributory shall contain a statement of the amount claimed as due from the contributory served.

   (3) Upon the hearing of the summons, the Court may give leave to the liquidator to make the call and may also order the payment by the contributories respectively of the amounts due in respect of the call within a time to be named in the order.

73.   Filling of call making document

   When the liquidator is authorized to make a call on the contributories, he shall file with the Registrar a document making the call with such variations as circumstances may require.

74.   Service of notice of call

   When a call has been made by the liquidator in a winding-up by the Court, a copy of the resolution of the committee of inspection or order of the Court, as the case may be, shall, after the call has been made, be served upon each of the contributories included in the call, together with a notice from the liquidator specifying the amount of balance due from the contributory in respect of the call, but the resolution or order need not be advertised unless for any special reason the Court so directs.

75.   Enforcement of call

   The payment of the amount due from each contributory on a call may be enforced by order of the Court, to be made in chambers on summons by the liquidator.

PART XIX
PROVIDING OF DEBTS

76.   Proof of debt

   (1) In a winding-up by the Court, every creditor shall prove his debt.

   (2) Notwithstanding subrule (1), a Judge in any particular winding-up may give directions that any creditors or class of creditors be admitted without proof.

   (3) A general form for proof of debt shall be in Form 36 in the Schedule.

77.   Mode of proof

   (1) For purposes of these Rules, a debt shall be proved by delivering or sending to the liquidator a declaration verifying the debt.

   (2) A proof of debt required under paragraph (1) may be sent to the liquidator by fax or other electronic means.

78.   Verification of proof

   A declaration proving a debt may be made by the creditor himself or by any person authorized by or on behalf of the creditor.

79.   Contents of proof

   (1) A declaration proving a debt shall be—

   (a)   in Form 37 in the Schedule or, where it is filed electronically, in such electronic form as may be required by the Official Receiver; and

   (b)   filed by the creditor within three months after the winding-uporder is made.

   (2) All documents substantiating the claim specified in the proof of debt shall accompany the declaration.

   (3) If the proof of debt is filed electronically, the documents substantiating the claim specified in the proof of debt shall be sent to the Official Receiver within fourteen days from the date of submission of the proof of debt.

   (4) A list of proofs to be filed shall be in Form 40 in the Schedule.

80.   Statement of security

   A declaration proving a debt shall state whether the creditor is or is not a secured creditor.

81.   Cost of proof

   A creditor shall bear the costs of proving his debt unless the Court otherwise orders.

82.   Discount

   A creditor proving his debt shall deduct there from—

   (a)   all discounts which he may have agreed to allow for payment in cash in excess of 5% on the net amount of his claim; and

   (b)   all trade discounts.

83.   Periodical payments

   Where rent or other payment is due at stated periods, and the winding-up order or resolution to wind-up is made at any time other than one of those periods, the persons entitled to such rent or other payment may prove for a proportionate part thereof up to the date of the winding-up order or resolution as if the rent or payment grew due from day to day:

   Provided that where the liquidator remains in occupation of premises demised to a company which is being wound-up, nothing herein contained shall prejudice or affect the right of the landlord of the premises to claim payment from the company, or the liquidator, of rent during the period of the company’s or the liquidator’s occupation.

84.   Interest

   On any debt or sum, payable at a certain time or otherwise, whereon interest is not reserved or agreed for, and which is overdue at the date of the winding-up order or resolution, the creditor may prove for interest at a rate not exceeding 6% per annum to that date from the time when the debt or sum was payable, if the debt or sum is payable by virtue of a written instrument at a certain time, and if payable otherwise, then from the time when a demand in writing has been made, giving notice that interest will be claimed from the date of the demand until the time of payment.

85.   Proof of debt payable at future time

   A creditor may prove a debt not payable at the date of the winding-up order or resolution, as if it were payable presently, and may receive dividends equally with the other creditors, deducting only there out a rebate of interest at the rate of 6% per annum computed from the declaration of a dividend to the time when the debt would have become payable according to the terms on which it was contracted.

86.   Payment to employees

   (1) In any case in which it appears that there are numerous claims for remuneration by employees of the company, it shall be sufficient if one proof for all the claims is made by some other person on behalf of the creditors.

   (2) A schedule setting forth the names and addresses of the persons employed, and the amounts severally due to them shall—

   (a)   accompany the proof; or

   (b)   where the proof is submitted to the Official Receiver electronically, be sent to the Official Receiver within fourteen days after the submission of the proof.

   (3) Any proof made in compliance with this Rule shall have the same effect as if separate proofs had been made by each of the said employees.

   (4) Proof of debt of employees shall be in Form 38 in the Schedule.

87.   Production of bills of exchange and promissory notes

   Where a creditor seeks to prove in respect of a bill of exchange, promissory note or other negotiable instrument or security on which the company is liable, the bill of exchange, promissory note, instrument or security shall, subject to any special order of the Court made to the contrary, be produced to the liquidator and marked by him before the proof can be admitted either for voting or for any purpose.

PART XX
ADMISSION AND REJECTION OF PROOFS AND APPEAL TO THE COURT

88.   Notice to creditors to prove

   (1) Subject to the provisions of the Act, and unless otherwise ordered by the Court, the liquidator in any winding-up may from time to time fix a day, which shall not be less than fourteen days from the date of the notice, on or before which the creditors of the company are to prove their debts or claims, or be excluded from the benefit of any distribution made before the debts are proved.

   (2) The liquidator shall give notice of the day so fixed under subrule (1) by advertisement in a newspaper of national circulation, and also notice in writing of such day to every person who, to the knowledge of the liquidator, claims to be a creditor of the company and whose claim has not been admitted or, in a winding-up by the Court, to every person mentioned in the statement of affairs as a creditor who has not proved his debt.

89.   Examination of proof

   (1) The liquidator shall examine every proof of debt lodged with him and the grounds of the debt, and shall in writing admit or reject it, in whole or in part, or require further evidence in support of it.

   (2) If the liquidator rejects a proof, he shall state in writing to the creditor the grounds of the rejection.

   (3) A notice of rejection of proof of debt shall be in Form 39 in the Schedule.

90.   Appeal by creditor

   (1) Subject to subrule (2), if a creditor or contributory is dissatisfied with the decision of the liquidator in respect of a proof, the Court may, on the application of the creditor or contributory, reverse or vary the decision.

   (2) Subject to the power of the Court to extend the time, no application to reverse or vary the decision of the liquidator in a winding-up by the Court rejecting a proof sent to him by a creditor, or person claiming to be a creditor, shall be entertained, unless notice of the application is given before the expiration of twenty-one days from the date of the service of the notice of rejection.

91.   Expunging at the instance of liquidator

   If the liquidator thinks that a proof has been improperly admitted, the Court may, on the application of the liquidator, after notice to the creditor who made the proof, expunge the proof or reduce its amount.

92.   Expunging at the instance of creditor

   The Court may expunge or reduce a proof upon the application of a creditor or contributory if the liquidator declines to interfere in the matter.

93.   Procedure where creditor appeals

   The liquidator in a winding-up by the Court shall, within three days after receiving notice from a creditor of his intention to appeal against a decision rejecting a proof, file such proof with the Court, with a memorandum thereon of his disallowance thereof.

94.   Time for dealing with proof

   The liquidator shall, within fourteen days from the latest date for lodging proofs mentioned in the notice of his intention to declare a dividend, in writing either admit or reject, wholly or in part, every proof lodged with him, or require further evidence in support thereof.

95.   Creditor’s proof which has been admitted

   Where a proof of a creditor has been admitted, the notice of dividend shall be sufficient notification to the creditor of the admission.

96.   Costs of appeal against rejection

   The liquidator shall in no case be personally liable for costs in relation to an appeal from his decision rejecting any proof wholly or in part.

PART XXI
DIVIDENDS

97.   Divided to creditors

   (1) Not more than two months before declaring a dividend, the liquidator in any winding-up shall publish in a newspaper of national circulation notice of his intention to do so, and at the same time send the notice to every creditor mentioned in the statement of affairs who has not proved his debt.

   (2) The notice under subrule (2) shall specify the latest date up to which proofs must be lodged, which shall not be less than fourteen days from the date of the notice.

   (3) Where a creditor, after the latest date for lodging proofs mentioned in the notice of intention to declare a dividend, appeals against the decision of the liquidator rejecting a proof, the following shall apply—

   (a)   the appeal shall be commenced and notice thereof given to the liquidator within seven days from the date of the notice of rejection against which the appeal is made; and

   (b)   the liquidator shall make provision for the dividend payable upon the proof and the probable costs of the appeal in the event of the proof being admitted.

   (4) If no appeal has been commenced within the prescribed time, the liquidator shall exclude the proof which has been rejected from participation in the dividend.

   (5) Immediately after the expiration of the time fixed by this rule for appealing against the decision of the liquidator, he shall proceed to declare a dividend, and shall publish in a newspaper of national circulation a notice and shall also send a notice of dividend to each creditor whose proof has been admitted specifying the percentage of dividend payable and the amount of dividend payable to him.

   (6) If it becomes necessary, in the opinion of the liquidator to postpone the declaration of the dividend beyond the prescribed limit of two months, the liquidator shall cause a fresh notice of his intention to defclare a dividend to be published in a newspaper of national circulation, and thereafter the same procedure shall be followed as in the case of the original notice:

   Provided that no fresh notice need be given to creditors mentioned in the statement of affairs who have not proved their debts.

   (7) Dividends may at the request and risk of the person to whom they are payable be transmitted to him by post.

   (8) If a person to whom dividends are payable desires that they shall be paid to some other person he may lodge with the liquidator a document which shall be a sufficient authority for payment of the dividend to the person therein named.

   (9) A notice to creditors of intention to declare dividend shall be in Form 41 in the Schedule and a notice to persons claiming to be creditors of intention to declare final dividend shall be in Form 44 in the Schedule.

   (10) A notice of dividend shall be in Form 45 in the Schedule and the document, under subrule 8, giving authority to the liquidator to pay dividends to another person shall be in Form 46 in the Schedule.

98.   Return of capital to contributories

   (1) Every order by which the liquidator in a winding-up by the Court is authorized to make a return to contributories of the company shall, unless the Court shall otherwise direct, contain or have appended thereto a schedule or list (which the liquidator shall prepare) setting out in tabular form the full names and addresses of the persons to whom the return is to be paid, and the amount of money payable to each person, and particulars of the transfers of shares (if any) which have been made or the variations in the list of contributories which have arisen since the date of the settlement of the list of contributories and such other information as may be requisite to enable the return to be made.

   (2) The notice of return to each contributory shall specify the amount payable per share and the amount payable to each contributory.

   (3) A notice of return to contributories shall be in Form 47 in the Schedule.

PART XXII
PAYMENTS INTO AND OUT OF COMPANIES LIQUIDATION ACCOUNT

99.   Remittances to Companies Liquidation Account

   (1) Unless otherwise directed by the Court, every liquidator of a company which is being wound-up by the Court shall pay, without deduction, all moneys received by him, as liquidator of the company, to the Companies Liquidation Account.

   (2) Such remittances are to be made once a week, or immediately if a sum of K500,000 or more has been received by the liquidator.

   (3) The remittances may be made by cheque crossed “Official Receiver, credit of Companies Liquidation Account”.

   (4) A certificate of receipt for money paid into Companies Liquidation Account shall be in Form 53 in the Schedule.

100.   Mode of payment out of Companies Liquidation Account

   (1) All payments out of the Companies Liquidation Account shall be made by the Official Receiver.

   (2) All necessary disbursements made by a liquidator on account of a company which is being wound-up by the Court to the date of his application for release shall be repaid to him out of any moneys standing to the credit of the company in the Companies Liquidation Account on application to the Official Receiver.

   (3) After the liquidator has declared a dividend, he may apply to the Official Receiver for funds available for the purpose standing to the credit of the company in the Companies Liquidation Account.

   (4) The application under subrule (3) shall be supported by a certified list of creditors showing the amounts of their proofs and the moneys they are due to receive by way of dividend.

   (5) The Official Receiver shall in no case be held liable for any payments made on the requisition of a liquidator.

   (6) A certified list of admitted proofs and application for issue of cheques for dividend on Companies Liquidation Account shall be in Form 42 in the Schedule and a certified list of admitted proofs (special bank case) shall be in Form 43 in the Schedule.

101.   Court may give directions

   Notwithstanding any other provisions in these Rules, the Court may in any case give special directions with respect to the payment, deposit or custody of moneys or securities payable to or coming into the possession of a liquidator.

PART XXIII
GENERAL MEETINGS OF CREDITORS AND CONTRIBUTORIES IN RELATION TO A WINDING-UP BY THE COURT

102.   Summoning of first meetings

   The meetings of creditors and contributories under section 234 of the Act (referred to in these Rules as the first meetings of creditors and contributories) shall be summoned as provided in this Part.

103.   First meetings of creditors and contributories

   The first meetings of creditors and contributories shall be held within twenty one days, or if a special manager has been appointed then within one month after the date of the winding-up order or within such further time as the Court may approve.

104.   Notice of first meetings

   The Official Receiver shall give notice of the dates fixed by him for the first meetings of creditors and contributories by advertisement in the Gazette and in a newspaper of national circulation.

105.   Form of notices of first meetings

   (1) The notices of first meetings of creditors and contributoriesshall state a time within which the creditors must lodge their proofs in order to entitle them to vote at the first meetings.

   (2) A notice to creditors of first meetings shall be in Form 13 in the Schedule and notice to contributories of first meetings shall be in Form 14.

106.   Notice of first meetings to officers of the company

   (1) The Official Receiver shall also give to each of the directors, and, other officers of the company who in his opinion ought to attend the first meetings of creditors and contributories, seven days’ notice, of the time and place appointed for each meeting.

   (2) The notice under subrule (1) shall be—

   (a)   delivered personally;

   (b)   sent by prepaid post; or

   (c)   sent by fax or other electronic means.

   (3) It shall be the duty of every director or officer who receives notice of such meeting to attend if so required by the Official Receiver, and if any such director or officer fails to attend the Official Receiver shall report the failure to the Court.

   (4) A notice to directors and officers of the company under subrule (1) shall be in Form 15 in the Schedule.

107.   Summary of statement of affairs

   (1) The Official Receiver shall send to each creditor mentioned inthe company’s statement of affairs, and to each person appearing from the company’s books or otherwise to be a contributory of the company a summary of the company’s statement of affairs, including the causes of its failure and any observations which the Official Receiver may think fit to make.

   (2) The proceedings at a meeting shall not be invalidated by reason of any summary or notice required by these Rules not having been sent or received before the meeting.

   (3) Where prior to the winding-up order, the company had commenced to be wound-up voluntarily, the Official Receiver may, if he sees fit to do so, send to the persons aforesaid or any of them an account of such voluntary winding-up showing how the winding-up had been conducted and how the property of the company had been disposed of and any observations which the Official Receiver may think fit to make on such account or on the voluntary winding-up.

108.   Liquidator’s meetings of creditors and contributories

   In addition to the first meetings of creditors and contributories and to meetings of creditors and contributories directed to be held by the Court under section 285 of the Act (referred to in these Rules as court meetings of creditors and contributories), the liquidator in any winding-up by the Court may himself, from time to time, subject to the provisions of the Act and the control of the Court, summon, hold and conduct meetings of the creditors or contributories (referred to in these Rules as liquidator’s meetings of creditors and contributories) for the purpose of ascertaining their wishes in all matters relating to the winding-up.

109.   Application of rules as to meetings

   Except where and so far as the nature of the subject-matter or the context may otherwise require, the rules as to meetings hereinafter set out shall apply to first meetings, court meetings and liquidator’s meetings of creditors and contributories, but so nevertheless that the rules shall take effect as to first meetings subject and without prejudice to any express provisions of the Act and as to court meetings, subject and without prejudice to any express directions of the Court.

110.   Summoning of meetings

   (1) The liquidator shall summon all meetings of creditors and contributories by giving not less than seven days’ notice of the time and place thereof in the Gazette and in one newspaper of national circulation; and shall not less than seven days before the day appointed for the meeting send by post to every person appearing, by the company’s books, to be a creditor of the company, notice of the meeting of creditors, and to every person appearing, by the company’s books, or otherwise, to be a contributory of the company, notice of the meeting of contributories.

   (2) The notice to each creditor shall be sent to the address given in his proof, or, if he has not proved, to the address given in the statement of affairs of the company, or to such other address as may be known to the person summoning the meeting.

   (3) The notice to each contributory shall be sent to the address mentioned in the company’s books as the address of such contributory, or to such other address as may be known to the person summoning the meeting.

   (4) This rule shall not apply to meetings under section 254 or 255 of the Act.

   (5) A list of creditors to be used at every meeting shall be in Form 40 in the Schedule.

111.   Proof of notice

   An affidavit by the liquidator or his legal practitioner or the clerk of either of such persons, that the notice of any meeting has been duly posted, shall be sufficient evidence of such notice having been duly sent to the person to whom the notice was addressed.

112.   Place of meetings

   Every meeting shall be held at such place as, in the opinion of the person convening the meeting, is most convenient for the majority of the creditors or contributories or both and different times or places or both may if thought expedient be named for the meetings of creditors and for the meetings of contributories.

113.   Costs of calling meetings

   (1) The costs of summoning a meeting of creditors or contributories at the instance of any person other than the liquidator shall be paid by the person at whose instance it is summoned who shall before the meeting is summoned deposit with the liquidator such sum as may be required by the liquidator as security for the payment of such costs.

   (2) The costs of summoning meetings of creditors or contributories, including all disbursements for printing, stationery, postage and the hire of room, shall be calculated at such a rate for each creditor or contributory to whom notice is required to be sent as the Official Receiver shall approve.

   (3) The costs shall be repaid out of the assets of the company if the Court shall so order, or if the creditors or contributories (as the case may be) shall by resolution so direct.

   (4) This Rule shall not apply to meetings under section 254 or 255 of the Act.

114.   Chairman of meetings

   (1) Where a meeting is summoned by the liquidator, he, or a person nominated by him, shall be chairman of the meeting.

   (2) At every other meeting of creditors or contributories, the chairman shall be such person as the meeting by resolution shall appoint.

   (3) This Rule shall not apply to meetings under section 254 of the Act.

115.   Ordinary resolution of creditors and contributories

   At a meeting of creditors a resolution shall be deemed to be passed when a majority in number and value of the creditors present, personally or by proxy, and voting on the resolution, have voted in favour of the resolution, and at a meeting of the contributories a resolution shall be deemed to be passed when a majority in number and value of the contributories present, personally or by proxy, and voting on the resolution, have voted in favour of the resolution, the value of the contributories being determined according to the number of votes conferred on each contributory by the regulations of the company.

116.   Copy of resolution to be filed

   The liquidator shall file with the Court a copy, certified by him, of every resolution of a meeting of creditors or contributories.

117.   Non-reception of notice by creditors and contributories

   Where a meeting of creditors or contributories is summoned by notice, the proceedings and resolutions at the meeting shall, unless the Court otherwise orders, be valid, notwithstanding that some creditors or contributories may not have received the notice sent to them.

118.   Adjournment

   The chairman may with the consent of the meeting adjourn it, from time to time and from place to place:

   Provided that the adjourned meeting shall be held at the same place as the original place of meeting unless in the resolution for adjournment another place is specified or unless the Court otherwise orders.

119.   Quorum

   (1) A meeting may not act for any purpose except by the election of a chairman, the proving of debts and the adjournment of the meeting unless there are present or represented thereat, in the case of a creditors’ meeting, at least three creditors entitled to vote or, in the case of a meeting of contributories, at least three contributories or all the creditors entitled to vote or all the contributories, if the number of the creditors entitled to vote or the contributories, as the case may be, shall not exceed three.

   (2) If within half an hour from, the time appointed for the meeting, a quorum of creditors or contributories is not present or represented, the meeting shall be adjourned to the same day in the following week at the same time and place or to such other day as the chairman may appoint, not being less than seven nor more than twenty-one days from the day from which the meeting was adjourned.

   (3) If within half an hour from the time appointed for the adjourned meeting, a quorum of creditors or contributories is not present or represented, the adjourned meeting shall not be further adjourned.

120.   Creditors entitled to vote

   (1) In the case of a first meeting of creditors or of an adjournment thereof, a person shall not be entitled to vote as a creditor unless he has duly lodged with the Official Receiver, not later than the time mentioned for that purpose in the notice convening the meeting or adjourned meeting, a proof of the debt which he claims to be due to him from the company.

   (2) In the case of a court meeting or liquidator’s meeting of creditors, a person shall not be entitled to vote as a creditor unless he has lodged with the liquidator a proof of the debt which he claims to be due to him from the company and such proof has been admitted wholly or in part before the date on which the meeting is held:

   Provided that this Rule and rules 126, 127, 128 and 129 shall not apply to a court meeting of creditors held prior to the first meeting of creditors.

121.   Cases in which creditors shall not vote

   A creditor shall not vote in respect of any unliquidated or contingent debt, or any debt the value of which is not ascertained, nor shall a creditor vote in respect of any debt on or secured by a current bill of exchange or promissory note 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, and against whom a receiving order in bankruptcy has not been made, as a security in his hands, and to estimate the value thereof, and for the purpose of voting, but not for the purposes of dividend, to deduct it from his proof.

122.   Votes of secured creditors

   (1) For the purpose of voting, a secured creditor shall, unless he surrenders his security, state in his proof 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.

   (2) If a secured creditor votes in respect of his whole debt, 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.

123.   Creditors required to give up security

   The liquidator may, within twenty-eight days after a proof estimating the value of a security has been used in voting at a meeting, require the creditor to give up the security for the benefit of the creditors generally on payment of the value so estimated with an addition thereto of 20%:

   Provided that where a creditor has valued his security he may at any time before being required to give it up correct the valuation by a new proof and deduct the new value from his debt, but in that case the said addition of 20% shall not be made if the security is required to be given up.

124.   Admission and rejection of proofs for purposes of voting

   (1) The chairman shall have power to admit or reject a proof for the purpose of voting, but his decision shall be subject to appeal to the Court.

   (2) If the chairman is in doubt whether a proof shall be admitted or rejected, he shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained.

125.   Statement of security

   For the purpose of voting at any meeting in a voluntary liquidation, a secured creditor shall, unless he surrenders his security, lodge with the liquidator or, where there is no liquidator, at the registered office of the company, before the meeting, a statement giving the particulars of his security, the date when it was given and the value at which he assesses it.

126.   Minutes of meeting

   (1) The chairman shall cause minutes of the proceedings at a meeting to be drawn up and fairly entered in a book kept for that purpose and the minutes shall be signed by him or by the chairman of the next ensuing meeting.

   (2) A certified copy of the minutes of the proceedings at a meeting shall be delivered to the Registrar for filing.

   (3) A report of result of meeting of creditors and contributories shall be in Form 20 in the Schedule.

PART XXIV
APPOINTMENT AND POWERS OF A PROXY

127.   Proxies

   (1) A creditor or a contributory may vote either in person or by proxy.

   (2) Where a person is authorized to represent a corporation at any meeting of creditors or contributories, the person shall produce to the liquidator or the chairman of the meeting a certificate as required by law.

   (3) Rules 128, 129, 130, 131, 132, 133, 134, 135, 136 and 137 as to proxies shall not (unless otherwise directed by the Court) apply to a court meeting of creditors or contributories prior to the first meeting.

128.   Form of proxies

   Every instrument of proxy shall be in Form 17 or 18, as the case may be.

129.   Forms of proxy to be sent with notices

   General and special forms of proxy shall be sent to the creditors and contributories with the notice summoning the meeting, and neither the name nor description of the Official Receiver or liquidator or any other person shall be printed or inserted in the body of any instrument of proxy before it is so sent.

130.   General proxies to managers or clerks

   A creditor or a contributory may give a general proxy to his manager or clerk or any other person in his regular employment.

131.   Special proxies

   A creditor or a contributory may give a special proxy to any person to vote at any specified meeting or adjournment thereof—

   (a)   for or against the appointment or continuance in office of any specified person as liquidator or member of the committee of inspection; and

   (b)   on all questions relating, to any matter, other than those referred to in paragraph (a), and arising at the meeting or an adjournment thereof.

132.   Solicitation by liquidator to obtain proxies

   Where it appears to the satisfaction of the Court that any solicitation has been used by or on behalf of a liquidator in obtaining proxies or in procuring his appointment as liquidator except by the direction of a meeting of creditors or contributories, the Court if it thinks fit may order that no remuneration be allowed to the person by whom or on whose behalf the solicitation was exercised notwithstanding any resolution of the committee of inspection or of the creditors or contributories to the contrary.

133.   Proxies to liquidator

   A creditor or a contributory in any winding-up may appoint the liquidator or, if there is no liquidator, the chairman of the meeting to act as his general or special proxy.

134.   Holder of proxy not to vote on matter in which he is financially interested

   No person acting under a general or a special proxy shall vote in favour of any resolution which would directly or indirectly place himself, his partner or employer in a position to receive any remuneration out of the estate of the company otherwise than as a creditor ratably with the other creditors of the company:

   Provided that where any person holds special proxies to vote for an application to the Court in favour of the appointment of himself as liquidator, he may use the said proxies and vote accordingly.

135.   Proxies to be lodged with official Receiver or liquidator

   (1) A proxy intended to be used at the first meeting of creditors or contributories, or an adjournment thereof, shall be lodged with the Official Receiver not later than the time mentioned for that purpose in the notice convening the meeting or the adjourned meeting, which time shall not be earlier than 12 o’clock noon of the day but not later than 12 o’clock noon of the day before the day appointed for such meeting, unless the court otherwise directs.

   (2) In every other case, a proxy shall be lodged with the liquidator not later than 4 o’clock in the afternoon of the day before the meeting or adjourned meeting at which it is to be used.

   (3) No person who is a minor shall be appointed a general or special proxy.

136.   Use of proxies by deputy

   Where the Official Receiver who holds any proxies cannot attend the meeting for which they are given, he may, in writing, depute some person under his official control to use the proxies on his behalf, and in such manner as he may direct.

137.   Proxy of creditor who is blind or incapable of writing

   The proxy of a creditor blind or incapable of writing may be accepted if the creditor has attached his signature or mark thereto in the presence of a witness, who shall add to his signature his description and residence:

   Provided that all insertions in the proxy are in the handwriting of the witness and the witness shall have certified at the foot of the proxy that all the insertions have been made by him at the request of the creditor, and in his presence before he attached his signature or mark.

PART XXV
LIQUIDATOR AND COMMITTEE OF INSPECTION

138.   Remuneration of liquidator

   The remuneration of the liquidator shall be determined in accordance with the Companies (Liquidator’s Fees) Regulations.

139.   Limit of remuneration

   Except as provided by the Act or these Rules, a liquidator shall not, under any circumstances whatever, make any arrangement for, or accept from any legal practitioner, auctioneer, or any other person connected with the company of which he is liquidator, or who is employed in or in connexion with the winding-up of the company, any gift, remuneration, or pecuniary or other consideration or benefit whatever beyond the remuneration to which under the Act and these Rules he is entitled as liquidator, nor shall he make any arrangement for giving up, or give up any part of the remuneration to any such solicitor, auctioneer or other person.

140.   Dealing with assets

   Neither the liquidator nor any member of the committee of inspection of a company shall, while acting as liquidator or member of the committee, except by leave of the Court, either directly or indirectly, by himself or any employer, partner, agent or employee, become purchaser of any part of the company’s assets and any such purchase made contrary to this Rule may be set aside by the Court on the application of the Official Receiver or any creditor or contributory and the Court may make such order as to costs as the Court shall think fit.

141.   Restriction on purchase of goods by liquidator

   Where the liquidator carries on the business of the company, he shall not, without the express sanction of the Court, purchase goods for the carrying on of the business from any person whose connexion with him is of such a nature as would result in his obtaining any portion of the profit (if any) arising out of the transaction.

142.   Committee of inspection not to make profit

   (1) No member of a committee of inspection shall, except under and with the sanction of the Court, directly or indirectly, by himself or any employer, partner, agent or employee, be entitled to derive any profit from any transaction arising out of the winding-up, or to receive out of the assets any payment for services rendered by him in connexion with the administration of the assets, or for any goods supplied by him to the liquidator for or on account of the company.

   (2) In a winding-up by the Court, if it appears to the Official Receiver or, in a voluntary winding-up, if it appears to the committee of inspection, or to any meeting of creditors or contributories, that any profit or payment has been made contrary to this Rule, the Official Receiver or the committee of inspection may disallow the payment or recover the profit, as the case may be, on the audit of the liquidator’s accounts or otherwise.

143.   Cost of obtaining sanction of court

   In any case in which the sanction of the Court is obtained under rule 140 or 141, the cost of obtaining the sanction shall be borne by the person in whose interest the sanction is obtained, and shall not be payable out of the company’s assets.

144.   Sanction of payments to committee of inspection

   Where the sanction of the Court to a payment to a member of a committee of inspection for services rendered by him in connexion with the administration of the company’s assets is obtained, the order of the Court shall specify the nature of the services and the sanction shall only be given where the service performed is of a special nature; and except by the express sanction of the Court no remuneration shall, under any circumstances, be paid to a member of a committee for services rendered by him in the discharge of the duties attaching to his office as a member of such committee.

PART XXVI
RELEASE OR RESIGNATION OF LIQUIDATOR

145.   Notice of liquidator’s intention to apply for release

   (1) Before making application for his release, a liquidator shall give notice of his intention to do so to all the creditors who have proved their debts and to all the contributories, and shall send with the notice a summary of all receipts and payments in the winding-up.

   (2) A notice to creditors and contributories of intention to apply for release shall be in Form 51 in the Schedule.

146.   Meetings of creditors and contributories to consider resignation of liquidator

   (1) A liquidator who desires to resign his office shall summon separate meetings of the creditors and contributories of the company to decide whether or not the resignation shall be accepted.

   (2) If the creditors and contributories by ordinary resolutions both agree to accept the resignation of the liquidator, he shall file with the Court, the Official Receiver and the Registrar a memorandum of his resignation and the resignation shall thereupon take effect.

   (3) In any other case, the liquidator shall report to the Court the result of the meetings and thereupon the Court may, upon the application of the liquidator, determine whether or not his resignation shall be accepted and may give such directions and make such orders as in its opinion shall be necessary.

   (4) An application by the liquidator for release shall be in Form 52 in the Schedule.

   (5) On the Court pronouncing a determination that a resignation shall be accepted, the liquidator shall immediately file a notice thereof with the Official Receiver and the Registrar.

   (6) The court may dispense with all or any of the requirements of this Rule.

147.   Insolvency of liquidator

   If a Receiving Order in bankruptcy is made against the liquidator, he shall thereby vacate his office and, for the purpose of the application of the Act and these Rules, he shall be deemed to have been removed.

148.   Proceedings on registration

   (1) Upon a liquidator resigning or being released or removed fromhis office, he shall deliver up to the Official Receiver or the new liquidator, as the case may be, all books kept by him and all other books, documents, papers and accounts in his possession relating to the office of liquidator.

   (2) The release of a liquidator shall not take effect until he has delivered over to the Official Receiver or the new liquidator, as the case may be, all the books, documents, papers and accounts in his possession relating to the office of liquidator.

PART XXVII
SPECIAL BANK ACCOUNT FOR LIQUIDATOR

149.   Application for special bank account

   (1) In a winding-up by the Court, if the committee of inspection satisfies the Court that for the purpose of carrying on the business of the company or of obtaining advances, or for any other reason, it is to the advantage of the creditors or contributories that the liquidator should have an account with any other bank, the Court shall, on the application of the committee of inspection, authorize the liquidator to make his payments into such other bank as the committee may select instead of to the Companies Liquidation Account, and thereupon those payments shall be made in the prescribed manner.

   (2) The Court may grant such authorization as is referred to in subsection (1) for such time and on such terms as it may think fit, and may at any time order the account to be closed if it is of opinion that the account is no longer required for the purposes mentioned in the application.

150.   Payments into and out of bank

   (1) Where the liquidator in a winding-up by the Court is authorized to have a special bank account, he shall immediately pay all moneys received by him into that account to the credit of the liquidator of the company.

   (2) All payments out of that account shall be made by cheque payable to order, and every cheque shall have marked or written on the face of it the name of the company, and shall be signed by the liquidator, and shall be countersigned by at least one member of the committee of inspection, and by such other person, if any, as the committee of inspection may appoint.

PART XXVIII
BOOKS

151.   Record Book

   (1) In a winding-up by the Court the provisional liquidator, until a liquidator is appointed by the Court, and thereafter the liquidator, shall keep a book to be called the “Record Book”, in which he shall record all minutes, all proceedings held and resolutions passed at any meeting of creditors or contributories, or of the committee of inspection, and all such matters as may be necessary to give a correct view of his administration of the company’s affairs.

   (2) Notwithstanding subrule (1), the provisional liquidator and the liquidator shall not be bound to insert in the Record Book any document of a confidential nature (such as the opinion of counsel on any matter affecting the interest of the creditors or contributories), nor need they exhibit the document to any person other than a member of the committee of inspection or the Official Receiver.

152.   Cash Book

   (1) In a winding-up by the Court the provisional liquidator, until a liquidator is appointed by the Court, and thereafter the liquidator, shall keep a book to be called the “Cash Book” in which he shall (subject to the provisions of these Rules as to trading accounts) enter from day to day the receipts and payments made by him.

   (2) The liquidator, other than the Official Receiver, shall submit the Record Book and Cash Book, together with any other requisite books and vouchers, to the committee of inspection (if any) when required, and not less than once every three months.

   (3) In a creditors’ voluntary winding-up, the liquidator shall keep such books as the committee of inspection or, if there is no such committee, as the creditors, direct and all books kept by the liquidator shall be submitted to the committee of inspection or, if there is no such committee, to the creditors, with any other books, documents, papers and accounts in his possession relating to his office as liquidator of the company as and when the committee of inspection or, if there is no such committee, the creditors direct.

PART XXIX
INVESTMENT OF FUNDS

153.   Investment of assets in securities and realization of securities

   (1) Where the committee of inspection is of opinion that any part of the cash balance standing to the credit of the account of the company in the Companies Liquidation Account should be invested, the committee shall sign a certificate and request, and the liquidator shall transmit such certificate and request to the Official Receiver.

   (2) Where the committee of inspection is of opinion that it is advisable to sell any of the securities in which the moneys of the company or the company’s assets are invested, the committee shall sign a certificate and request to that effect, and the liquidator shall transmit such certificate and request to the Official Receiver.

   (3) Where, in a winding-up by the Court in which there is no committee of inspection, a case has in the opinion of the liquidator arisen under section 281 of the Act for an investment of funds of the company or a sale of securities in which the company’s funds have been invested, the liquidator shall sign and transmit to the Official Receiver a certificate of the facts on which his opinion is founded, and a request to the Official Receiver to make the investment or sale mentioned in the certificate, and the Official Receiver may thereupon, if he thinks fit, invest or sell the whole or any part of the funds or securities, as provided in that section, and the certificate and request shall be sufficient authority to the Official Receiver for the said investment or sale.

PART XXX
ACCOUNTS AND AUDIT IN A WINDING-UP BY THE COURT

154.   Audit of Cash Book

   The committee of inspection shall not less than once every three months cause to be audited the liquidator’s Cash Book and certify under its hand the day on which the Book was audited, and the certificate by the committee of inspection shall be in Form 48 in the Schedule.

155.   Liquidator’s accounts

   (1) The liquidator shall, at the expiration of six months from the date of the winding-up order, and at the expiration of every succeeding six months thereafter until his release, resignation or removal, transmit to the Official Receiver a copy of the Cash Book for such period in duplicate, together with the necessary vouchers and copies of the certificates of audit by the committee of inspection.

   (2) The liquidator shall forward with the first accounts a summary of the company’s statement of affairs, showing thereon the amounts realized, and explaining the cause of the non-realization of such assets as may be unrealized.

   (3) The liquidator shall at the end of every six months forward to the Official Receiver, with his accounts, a report on the position of the liquidation of the company in such form as the Official Receiver may direct.

   (4) When the assets of the company have been folly realized and distributed, the liquidator shall immediately send in his accounts to the Official Receiver, although the six months may not have expired.

   (5) The accounts sent by the liquidator shall be verified by him by declaration made under the Oaths, Affirmations and Declarations Act, and the declaration shall be in Form 49 in the Schedule.

156.   Liquidator carrying on business

   Where the liquidator carries on the business of the company, he shall keep a distinct account of the trading, and shall incorporate in the Cash Book the total weekly amount of the receipts and payments on such trading account.

157.   Liquidator’s trading account

   The trading account shall, from time to time and not less than once in every month, be verified by statutory declaration and the liquidator shall thereupon submit the account to the committee of inspection (if any) or such member thereof as may be appointed by the committee for that purpose, who shall examine and certify the account.

158.   Expenses of sales

   Where property forming part of a company’s assets is sold by the liquidator through an auctioneer or other agent, the gross proceeds of the sale shall be paid over by the auctioneer or agent, and the charges and expenses connected with the sale shall afterwards be paid to the auctioneer or agent, on the production of the necessary certificate of the Taxing Master.

PART XXXI
ATTENDANCE OF LIQUIDATOR

159.   Attendance of liquidator

   Where the attendance of the liquidator is required in any proceedings in court or chambers, the liquidator need not attend in person, except in cases where the Court directs him to attend in person.

PART XXXII
STATEMENTS BY LIQUIDATORS TO THE REGISTRAR AND OFFICIAL RECEIVER

160.   Voluntary winding-up deemed to be concluded on the date of dissolution of company

   (1) The voluntary winding-up of a company shall be deemed to be concluded at the date of the dissolution of the company, unless at such date any funds or assets of the company remain unclaimed or undistributed in the hands of or under the control of the liquidator, or any person who has acted as liquidator, in which case the winding-up shall not be deemed to be concluded until the funds or assets have either been distributed or paid into the Companies Liquidation Account.

   (2) An affidavit verifying account of unclaimed and undistributed funds shall be in Form 50 in the Schedule.

161.   Time for lodging account and statement under s. 227 of the Act

   In every winding-up, the accounts and statements with respect to the proceedings of the liquidation of a company, the winding-up of which is not concluded within six months after the appointment of a liquidator, shall be sent to the Registrar and the Official Receiver twice in every year the first account commencing at the date when a liquidator was first appointed and brought down to the end of six months after the appointment of the liquidator, shall be sent within one month from the expiration of such six months, or within such extended period as the Court may sanction, and the subsequent accounts shall be sent at intervals of six months, each account being brought down to the end of the six months for which it is sent.

162.   Form of liquidator’s account and statement

   (1) The account of his receipts and payments and the statement which a liquidator is required to lodge with the Registrar and the C Ticial Receiver under section 277 of the Act shall be in the prescribed form.

   (2) The form referred to under subrule (1) shall also be used even where a liquidator has not during any period for which an account has to be lodged, received or paid any money on account of the company.

PART XXXIII
UNCLAIMED FUNDS AND UNDISTRIBUTED ASSETS IN THE HANDS OF A LIQUIDATOR, NOT BEING THE OFFICIAL RECEIVER

163.   Investments representing unclaimed funds

   (1) Money invested or deposited at interest by a liquidator shall be deemed to be money under his control, and when such money forms part of the minimum balance payable into the Companies Liquidation Account, the liquidator shall realize the investment or withdraw the deposit, and shall pay the proceeds into the Companies Liquidation Account:

   Provided that where the money is invested in Government securities, the securities may, with the permission of the Official Receiver, be transferred to the control of the Official Receiver instead of being immediately realized and the proceeds thereof paid into the Companies Liquidation Account.

   (2) If and when the money represented by the securities is required wholly or in part for the purposes of the liquidation, the Official Receiver may realize the securities wholly or in part and pay the proceeds of realization into the Companies Liquidation Account and deal with the proceeds in the same way as other moneys paid into that Account may be dealt with.

164.   Liquidator to furnish information to Official Receiver

   (1) Every person who has acted as liquidator of any company, whether the liquidation has been concluded or not, shall furnish to the Official Receiver particulars of any money in his hands or under his control representing unclaimed or undistributed assets of the company and such other particulars as the Official Receiver may require for the purpose of ascertaining or getting any money payable into the Companies Liquidation Account.

   (2) The Official Receiver may require particulars furnished under subrule (1) to be verified by affidavit.

165.   Official Receiver may call for verified accounts

   The Official Receiver may at any time order any person who has acted as liquidator of any company, whether the liquidation has been concluded or not, to submit an account verified by affidavit of the sums received and paid by him as liquidator of the company and may direct and enforce an audit of the account.

166.   Application for payment out by person entitled

   An application by a person claiming to be entitled to any money paid into the Companies Liquidation Account in pursuance of section 282 of the Act shall be made in such form and manner as the Official Receiver may from time to time direct, and shall, unless the Official Receiver otherwise directs, be accompanied by the certificate of the liquidator that the person claiming is entitled and such further evidence as the Official Receiver may direct.

167.   Application by liquidator for payment out

   A liquidator who requires to make payments out of money paid into the Companies Liquidation Account in pursuance of section 282 of the Act, by way of distribution or in respect of the costs and expenses of the proceedings, shall apply in such form and manner as the Official Receiver may direct, and the Official Receiver may thereupon—

   (a)   make an order for payment to the liquidator of the sum required by him for the purposes aforesaid; or

   (b)   may direct cheques to be issued to the liquidator for transmission to the persons to whom the payments are to be made.

PART XXXIV
OFFICIAL RECEIVER

168.   Appointment of Official Receiver

   (1) Judicial notice shall be taken of the appointment of the Official Receiver.

   (2) Judicial notice shall be taken of the appointment of an Assistant Official Receiver and he may be appointed or removed in the same manner as is provided in the case of the Official Receiver.

   (3) Any person appointed to act for the Official Receiver shall during his tenure of office have all the status, rights and powers, and be subject to all the liabilities, of the Official Receiver.

169.   Assistants

   An Assistant Official Receiver shall be an officer of the Court like the Official Receiver and, subject to the directions of the Court, he may represent the Official Receiver in all proceedings in court, or in any administrative or other matter.

170.   Duties where no assets

   Where a company against which a winding-up order has been made has no available assets, the liquidator shall not be required to incur any expense in relation to the winding-up without the express directions of the Court.

171.   Official Receiver to act where there is no committee of inspection

   Where there is no committee of inspection, any functions of the committee of inspection, subject to the directions of the Court, may be exercised by the Official Receiver.

172.   Appeal from Official Receiver

   An appeal to the Court from an act or decision of the Official Receiver acting otherwise than as liquidator of a company, shall be brought within twenty-one days from the time when the decision or act appealed against is done, pronounced or made;.

PART XXXV
MISCELLANEOUS PROVISIONS

173.   Enlargement or abridgement of time

   (1) Where there is no committee of inspection, any functions of the committee of inspection, subject to the directions of the Court, may be exercised by the Official Receiver.

   (2) The Court may, at any time during the progress of the liquidation, on the application of the liquidator or the Official Receiver, direct that such of the books, papers and documents of the company or of the liquidator as are no longer required for the purpose of the liquidation, [may] be sold, destroyed or otherwise disposed of.

   (3) Where, under these Rules, there is the requirement for use of prescribed forms and no forms have been prescribed, the forms relating to winding-up used under the Insolvency Rules 1986 of England shall be adapted for use under these Rules.

174.   Formal defect not to invalidate proceedings

   (1) No proceedings under the Act or these Rules shall be invalidated by any formal defect or by any irregularity, unless the Court is of opinion that substantial injustice has been caused by the defect or irregularity, and that the injustice cannot be remedied by any order of the Court.

   (2) No defect or irregularity in the appointment or election of a receiver, liquidator, or member of a committee of inspection shall vitiate any act done by him in good faith.

175.   Fees

   The Court shall levy fees in accordance with the schedule of fees under the High Court (Commercial Division) Rules.

176.   Forms

   The forms set out in the: Schedule shall be used for purposes of these Rules, and the particulars contained in those forms and not particularly prescribed by these Rules are hereby prescribed as particulars required under these Rules.

SCHEDULE

FORM 1

PETITION

(Title)

To the High Court of Malawi.

The humble petition of (a) showeth as follows—

1.   The ......................................... Company, Limited (hereinafter called the Company), was in the month of .................................., incorporated under the Companies Act).

2.   The registered office of the company is at: ................................................................................. (b).

3.   The nominal capital of the company is MK ....................................................., divided into shares of MK .......................... each. The amount of the capital paid up or credited as paid upis MK ...................................................

4.   The objects for which the company was established are as follows—

   To .................................................................................................................... and other objects set forth in the memorandum of association thereof.

   (Here set out in paragraphs the facts on which the petitioner relies, and conclude as follows)—

5.   Your petitioner therefore humbly prays as follows—

   (a)   that the ........................................................ Company, Limited may be wound-up by the Court under the provisions of the Companies Act; or

   (b)   that such other order may be made in the premises as shall be just.

6.   It is intended to serve this petition .................................................. on (c).

   NOTES:   (a)   Insert full name, title, etc., of petitioner;

         (b)   State the full address of the registered office so as to sufficiently show where it is situate

         (c)   This will be unnecessary if the company is the petitioner.

FORM 2

ADVERTISEMENT OF PETITION

(Title)

NOTICE IS HEREBY GIVEN that a petition for the winding-up of the above-named company by the High Court of Malawi was, on the ........................... day of ....................................., 20..............., presented to the said court by the said company (or, as the case may be).

AND THE SAID PETITION IS DIRECTED to be heard before the court at ............................... on the ...................... day of .............................., 20.............; and any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same.

Signed (b) (Name): ..............................................................................................................................

(Address)   (c):   ........................................................................................................................................

            .........................................................................................................................................

NOTES:   (a)   Any person who intends to appear on the hearing of the said petition must serve on or send by post to the above-named, notice in writing of his intention so to do. The notice must state the name and address of the person, or, if a firm, the name and address of the firm, and must be signed by the person or firm, or his or their legal practitioner (if any), and must be served, or if posted, must be sent by post in sufficient time to reach the above-named not later than six o’clock in the afternoon of the of 20 ;

         (b)   To be signed by the legal practitioner to the petitioner or by the petitioner if he has no legal practitioner;

         (c)   The name and address of the petitioner and the legal practitioner, if any, to the petitioner should be stated.

FORM 3

AFFIDAVIT OF SERVICE OF PETITION ON MEMBERS, OFFICERS OR SERVANTS, AND, ETC.

(Title)

   In the matter of a petition dated ............................ day of .................................., 20................

   I, ......................................................, of ................................................., make oath and say—

1.   (In the case of service of petition on a company by leaving it with a member, officer, or servant at the registered office, or if no registered office at the principal or last known place of business of the company).

   That I did, on ............................... day, the ........................... day of ............................................, 20......, serve the above-named company with the above-mentioned petition by delivering to and leaving with (name and description) a member (or officer) (or servant) of the said company a copy of the above-mentioned petition, duly sealed with the seal of the Court, at (office or place of business as aforesaid), before the hours of ............................. in the ............................... noon.

2.   (In the case of no member, officers, or servant of the company being found at the registered office or place of business).

   That I did on ................................ day, the ............................ day of ............................................, 20......, having failed to find any member, officer, or servant of the above-named company at (here state registered office or place of business), leave there a copy of the above-mentioned petition, duly sealed with the seal of the Court, before the hour of ................................. in the ................................ noon (add with whom such sealed copy was left, orwhere e.g. affixed to door of offices, or placed in letter box, or otherwise).

3.   (In the case of directions by the Court as to the member, or members, officer, or servant of the company to be served).

   That I did on .............................. day, the ................................ day of ............................................, 20......., serve (name or names and description) with a copy of the above-mentioned petition, duly sealed with the seal of the Court, by delivering the same personally to the said ..........................................., at (place) before the hour of ................................. in the ....................................... noon.

4.   The said petition is now produced and shown to me, marked “A”.

   Sworn at ............................................................................................................................... and, etc.

FORM 4

NOTICE OF NTENTION TO APPEAR ON PETITION

(Title)

TAKE NOTICE that A.B., of ................................................................................................ (a) a creditor for

MK ............................................ of (or contributory holding .............................................. (b) shares in) the above company intends to appear on the hearing of the petition advertised to be heard on the ............................. day of ..................................., 20........., and to support (or oppose) such petition.

(Signed): ...................................................................................................................... (c)

[Address] To: .............................................................................................................................................. (a)

NOTES:   (a)   State full name, or if a firm, the name of the firm and address

         (b)   State the number and class of shares held

         (c)   To be signed by the person or his legal practitioner

FORM 5

LIST OF PARTIES ATTENDING THE HEARING OF A PETITION

(Title)

The following are the names of those persons who have given notice of their intention to attend the hearing of the petition herein, on the .................. day of ....................................., 20.............

Name: ..........................................................................................................................................................

[Insert in the space below the name and address of the party and, where applicable, address of the legal practitioner of party who has given notice as creditor or contributory, as the case may be]:

Creditors

Amount of debt

Opposing/Supporting

1.   ....................................

...........................................................

...........................................................

2.   ....................................

...........................................................

...........................................................

3.   ....................................

...........................................................

...........................................................

Contributories

Number of shares

Opposing/Supporting

1.   ....................................

...........................................................

...........................................................

2.   ....................................

...........................................................

...........................................................

3.   ....................................

...........................................................

...........................................................

FORM 6

NOTIFICATION TO OFFICIAL RECEIVER OF WINDING-UP ORDER

(Title)

To the Official Receiver:

(Address):   .............................................................................................................................................................

         .............................................................................................................................................................

ORDER PRONOUNCED this .............................. day of ....................., 20.............., by .......................................

[(or, as the case may be)] for winding-up the under-mentioned company under the Companies Act.

Name of company: ...................................................................................................................................................

Registered office of company: .................................................................................................................................

Petitioner’s attorney: .................................................................................................................................................

Date of presentation of petition: ................................................................................................................................

FORM 7

ORDER FOR WINDING-UP BY THE COURT

(Title)

The ........................... day of ............................................................, 20.............

Upon the petition of the above-named company . (or A.B., of, etc., a creditor (or contributory) of the above-named company), on the ................... day of ................................, 20..................., I preferred unto the Court, and upon hearing ........................................................, for the petitioner, and .............................................................. for ................................................... and upon reading the said petition, an affidavit of (the said petitioner), filed, etc., verifying the said petition, an affidavit of ........................................................ [L.M.], filed the ........................... day of .............................., 20......, the newspaper of the ........................ day of .........................., 20........., each containing an advertisement of the said petition (enter any other evidence), .....................................................................................................................................

This Court doth order that the said ............................................................ company be wound-up by this Court under the provisions of the Companies Act.

And it is ordered that the costs of ................................................................ of the said petition be taxed and paid out of the assets of the said company.

NOTE:   It will be the duty of the secretary or chief officer of the company and of such of the persons who are liable to make out or concur in making out the company’s statement of affairs, as the Official Receiver may require, to attend on the Official Receiver or provisional liquidator at such time and place as he may appoint and to give him all information he may require.

FORM 8

NOTIFICATION TO OFFICIAL RECEIVER OF ORDER PRONOUNCED FOR APPOINTMENT OF PROVISIONAL LIQUIDATOR PRIOR TO WINDING-UP ORDER BEING MADE

(Title)

To the Official Receiver:

(Address):   ........................................................................................................................................................

         .........................................................................................................................................................

ORDER PRONOUNCED this ............................ day of ........................, 20........, by ..........................................

(or as the case may be) for the appointment of the Official Receiver or as the case may be, the name, address and description of the person appointed) as provisional liquidator prior to any winding-up order being made.

Name of company: ...............................................................................................................................................

Registered office of company: ............................................................................................................................

Petitioner’s legal practitioner: ..............................................................................................................................

Date of presentation of petition: ..........................................................................................................................

FORM 9

ORDER APPOINTING A PROVISIONAL LIQUIDATOR AFTER PRESENT TAXATION OF PETITION, AND BEFORE ORDER TO WIND-UP

(Title)

The ........................................ day of ........................................., 20..............

Upon the application, etc., and upon reading, etc., the Court doth hereby appoint the Official Receiver (or as the case may be) to be provisional liquidator of the above-named company.

And the Court doth hereby limit and restrict the powers of the said provisional liquidator to the following acts, that is to say (describe the acts which the provisional liquidator is to be authorized to do and the property of which he is to take possession).

NOTE:   It will be the duty of the person who is at the time secretary or chief officer of the company and of such of the persons who are liable to make out or concur in making out the company’s statement of affairs as the Official Receiver may require, to attend on the Official Receiver at such time and place as he may appoint and to give him all information he may require.

FORM 10

NOTICE OF ORDER TO WIND-UP (FOR NEWSPAPER)

THE COMPANIES ACT

In the matter of ......................................................................................................................................., Limited.

Winding-up order made the ................................. day of ....................................................................., 20.........

Date and place of first meetings:

   Creditors, the ............................. day of .............................., 20......, at .........................................................

   Contributories, the ................................... day of .........................., 20..............., at ......................................

Official Receiver and Provisional Liquidator.

FORM 11

AFFIDAVIT BY SPECIAL MANAGER VERIFYING ACCOUNT

(Title)

   I, ........................................................, of ..................................................... make oath and say as follows—

1.   The account hereunto annexed, marked with the letter “A”, produced and shown to me at the time of swearing this my affidavit, and purporting to be my account as special manager of the estate or business of the above-named company, contains a true account of all and every sums and sum of money received by me or by any other person or persons by my order or to my knowledge or belief for my use on account or in respect of the said estate or business.

2.   The several sums of money mentioned in the said account hereby verified to have been paid or allowed have been actually and truly so paid and allowed for the several purposes in the said account mentioned.

3.   The said account is just and true in all and every items and particulars therein contained, according to the best of my knowledge and belief. Sworn, etc.

FORM 12

AFFIDAVIT/AFFIRMATION IN RESPECT OF STATEMENT OF AFFAIRS

(Title)

I/We, ................................................................... ,of ...............................................................................................

*make oath and say that the (solemnly and sincerely affirm) foregoing statement and theseveral Lists hereunto annexed marked ...................................................................... are, to thebest of my/our knowledge and belief, a full, true and complete statement of affairs of theabove-named Company, on the ......................... day of ............................, 20..................., the date of the winding-up Order (see Note (b)).

*Sworn at/Affirmed at: .............................................................................................................................................

Before me.

A Commissioner, etc.

(Signature): ...............................................................................................................................................................

NOTES: (a)   The Commissioner is particularly requested, before swearing the Affidavit or making the Affirmation, to ascertain that the full name, address and description of the deponent are stated, and to initial all crossings-out or other alterations on the printed form. A deficiency in the Affidavit/Affirmation in any of the above respects will entail its refusal by the Court, and will necessitate it being re-sworn/re-affirmed.

      (b)   Where the liquidator has directed any date other than the date of the winding-up order, substitute such other date.

      (c)   An asterisk (*) signifies that the inapplicable words should be deleted.

FORM 13

ORDER APPOINTING LIQUIDATOR

(Title)

The ...................... day of ..............................................., 20............

Upon the application of the Official Receiver and provisional liquidator of the above-named company, by summons dated the .................... day of ................................. and upon hearing the applicant in person and upon reading the order to wind-up the said company dated ................... day of .................................., 20........, and the reports of the Official Receiver of the results of the meetings of creditors and contributories made to the court and respectively dated the ................................. day of ................................................., 20........, and the affidavit of ................................. as to the fitness of the liquidator hereinafter named filed (a).

It is ordered that ........................................... of ................................................... be appointed liquidator of the above-named company.

It is also ordered that the following persons be appointed a committee of inspection to act with the said liquidator, namely—(b).

And it is ordered that the said liquidator do within seven days from the date of this order give security to the satisfaction of the Official Receiver as provided by the Companies (Winding-up) Rules.

And notice of this order is to be gazetted and advertised in the (c).

NOTES: (a)   To be inserted only if such affidavit is required.

      (b)   To be struck out if no committee of inspection is appointed.

      (c)   State name of newspaper, if any.

FORM 14

ADVERTISEMENT OF APPOINTMENT OF LIQUIDATOR

(Title)

In the matter of ..................................................., Limited.

By order of the ..............................., dated the .......................... day of ..................., 20................,

................................................................... (a) of .............................................................. has been appointedliquidator of the above-named company with (or without) a committee of inspection.

Dated this ................................... day of .........................................., 20.............

FORM 15

CERTIFICATE THAT LIQUIDATOR OR SPECIAL MANAGER HAS GIVEN SECURITY

(Title)

This is to certify that A.B., of ............................................................................., who was on the .................... day of ............................, 20..........., appointed liquidator (or specialmanager) of the above-named company, has duly given security to the satisfaction of the Official Receiver.

Dated this ......................................... day of ................................, 20..................

(Signed)    J.S.

Official Receiver.

FORM 16

ORDER DIRECTING A PUBLIC EXAMINATION

(Title)

Upon reading the reports of the Official Receiver or liquidator, as the case may be, in the above matter dated respectively, the .................. day of ..................................., 20......, the .................... day of ......................, 20............

It is ordered that the several persons whose names and addresses are set forth in the schedule hereto do attend before the Court on a day and at a place to be named for the purpose, and be publicly examined as to the promotion or formation of the company, and as to the conduct of the business of the company, and as to their conduct and dealings as directors or officers of the company.

THE SCHEDULE REFERRED TO:

Name: ...................................................................................................................................................

Address: ...............................................................................................................................................

Connexion with the company: ..............................................................................................................

FORM 17

ORDER APPOINTING A TIME FOR PUBLIC EXAMINATION

(Title)

Upon the application of the Official Receiver or liquidator, as the case may be, in the above matter, it is ordered that the public examination of ....................................................................... who, by the order of the Court dated the .................... day of ........................., 20 ,was directed to at tend before the court to be publicly examined, be held at the Supreme Court on the .................... day of .........................., 20......, at .......................... o’clock in the ....................................... noon.

And it is ordered that the above-named do attend at the place and time above-mentioned.

Dated this ......................... day of .............................................., 20.............

NOTE:   Notice is hereby given that if you, the above-named fail, without reasonable excuse, to attend at the time and place aforesaid, you will be liable to be committed to prison without further notice.

FORM 18

NOTICE TO ATTEND PUBLIC EXAMINATION

(Title)

WHEREAS by an order of this Court, made on the ............................. day of ....................., 20......, it was ordered that you, the under-mentioned should attend before the Court on the day and at a place to be named for the purpose, and be publicly examined as to the promotion or formation of the company, and as to the conduct of the business of the company, and as to your conduct and dealings as (a);

AND WHEREAS the ................. day of ....................................., 20.........., at ..................... o’clock, in the .................... noon, before the .......................... sitting at .......................... has been appointed as the time and place for holding the said examination.

Notice is hereby given that you are required to attend at the said time and place, and at any adjournments of the examination which may be ordered, and to bring with you and produce all books, papers, and writing and other documents in your custody or power in any way relating to the above-named company.

And take notice that if you fail, without reasonable excuse, to attend at such time and place, and at the adjournments of the said public examination which may be ordered, you will be liable to be committed to prison without further notice.

Dated this ................................. day of ........................................., 20..........................

To: ............................................................................................................................................................................

Official Receiver or liquidator, as the case may be.

NOTES: (a) Insert director or officer [ or as the case may be].

FORM 19

REPORT TO THE COURT WHERE PERSON EXAMINED REFUSES TO ANSWER TO SATISFACTION OF REGISTRAR OR OFFICER

(Title)

At the examination of ...................................... [e.g. A.B., a person ordered to attend for Examination] held before me this ..................... day of ................................. 20..........., the following question was (allowed by me to be) put to the said .................................................

Q.   (a):   ................................................................................................................................................................

      ................................................................................................................................................................

The ............................................................................................................ refused to answer the said question.

(or)

The ..................................................................................................... answered the said question as follows—

A.   (b):   ..................................................................................................................................................................

      ..................................................................................................................................................................

I, thereupon, named the ............................. day of .........................................., 20.........., at ............................................. as the time and place for such (refusal to) answer tobe reported to the Hon. .......................................... Justice .......................................

Dated this ................................. day of ...................................., 20.......

Registrar: .................................................................................................. (or as the case may be).

NOTES: (a)   Here state question.

      (b)   Here insert answers (if any).

FORM 20

ORDER ON PERSONS TO ATTEND AT CHAMBERS TO BE EXAMINED

(Title)

A.B. of ........................................................................, etc., and E.F. of ......................................, etc, are hereby severally ordered to attend at .................................................. (a) on the ............................. day of .........................................., 20..........., at ............... o’clock in the noon, to be examined on the part of the Official Receiver (or the liquidator) for the purpose of proceedings directed by the court to be taken in the above matter. (And the said A.B. is hereby required to bring with him and produce, at the time and place aforesaid, the documents mentioned in the schedule hereto, and all other books, papers, deeds, writings, and other documents in his custody or power in anywise relating to the above-named company).

Dated this .......................... day of ......................................., 20........

This order was made on the application of Messes. C. and D., of ........................................................................,

Legal Practitioner for ..................................................................................................................................................

The schedule above referred to.

FORM 21

WARRANT AGAINST PERSON WHO FAILS TO ATTEND EXAMINATION

(Title)

To the Bailiff of our said court, and to each and all the police officers of the Malawi Police Service.

WHEREAS by an order of this Court, made on the ............................ day of ........................., 20...................., .......................................... (a) was ordered to attend before the Court on a day and at a place to be named for the purpose of being publicly examined.

AND WHEREAS by evidence taken upon oath, it hath been made to appear to the satisfaction of the Court that the ..................... day of .............., 20..........., at ................... o’clock in the ............................. noon before the Court sitting at ......................... was appointed as the time and place for holding the said examination, and that notice of the said order and of the said time and place so appointed was duly served up the said .......................................................................... (a).

(AND WHEREAS the said ............................................................. (a) did without good cause fail to attend on the said .................. day of ............................................., 20................, for the purpose of being examined, according to the requirements of the said order of this Court made on the ....................... day of ............................................., 20........., directing him so to attend), (or, and that the said ................................................... (a) has absconded (or, and that there is good reason to believe that the said ...................................... (a) is about to abscond) with a view to avoiding examination under the Companies Act.

THESE ARE THEREFORE to require you the said bailiff and police officers to take the said .................................... (a) and to deliver him to ..................................., and you the said .............................. to receive the said ................................ (a) and him safely keep in prison until such time as this Court may order.

Dated this ............................ day of ............................., 20.........

...............................................
Registrar                  

NOTE: (a) Name of person required to attend.

FORM 22

ORDER FOR WARRANT OF ARREST OF PERSON WHO HAS FAILED TO ATTEND PUBLIC EXAMINATION

(Title)

Upon the application of S.W. the Official Receiver or Liquidator, as the case may be, of the above-named company by summons dated the .............................. day of ................................, 20.........., and upon hearing the applicant in person and upon reading the order to wind-up the said company dated ............................., the order dated .................................... and the affidavit of C.D. filed ............................ and the exhibits therein referred to and by which said affidavit it has been made to appear to the court that by the said order dated ................................... A.B. was directed to attend before the Court on a day to be named for the purpose and be publicly examined as to the matters referred to in the said order that the ........................... day of .................................., 20.........., at ................ o’clock in the noon at the court, were appointed as the day, time and place for holding the said examination and it has also been duly proved by the said affidavit of CD. that the said order dated the ........................................................... and the notice to attend such examination on the ....................... at ...................... o’clock respectively, had been duly served upon the said A.B. and it’s appearing that the said A.B. without good cause failed to attend on the ........................................................ in pursuance of the said order of the ............................... (date).

IT IS ORDERED that a warrant do issue for the arrest of the said A.B.

Dated this .................................. day of ....................., 20............

..........................................
Registrar            

FORM 23

DISCLAIMER OF LEASE

(Title)

Pursuant to an order of the Court dated the ................................... day of ............................, 20......................,

I, .................................................................................. the liquidator of the above-named company, hereby disclaim all interest in the lease dated the ............... day of ....................., 20.........., whereby the premises ........................... (a) were demised to ............................. at a rent of MK ................................ per annum for a term of ...................................................

Notice of this disclaimer has been given to ...........................................................................................................

Dated this .................... day of ................................., 20...................

..................................................
Liquidator               

NOTE: (a) Insert description of the property disclaimed.

FORM 24

NOTICE OF DISCLAIMER OF LEASE

(Title)

Take notice that, pursuant to an order of the Court dated the ...................... day of ................................., 20........, I, ......................................................... the liquidator of the above-named company, by writing under my hand bearing date the day of , 20 , disclaimed all interest in the lease dated the .............................. day of ............................., 20......., whereby the premises ..................... (a) were demised to at a rent of MK ........................... per annum for a term of ...............................................................

The above-mentioned disclaimer has been filed at the office of the Registrar at the court and notice thereof filed in the Land Registry.

Dated this ................. day of ........................................., 20......

Liquidator.

To: (address):   ..................................................................................................................................................

            ..................................................................................................................................................

NOTE: (a) Insert description of property disclaimed.

FORM 25

MEMORANDUM TO BE OBTAINED ON PRESENTING PETITION

(Title)

[The object of this memorandum is to secure that: the proper formalities have been complied with and that the petition is in order when it comes to be heard].

Petition presented on the ............... day of ........................., 20.........., and appointed tobe heard before Mr. Justice ............... on the ............... day of ................., 20...........

The registered office of the above company is situate at ...................................................................................

The petition was advertised in the ................................ on the ............... day of .................................................

[seven clear days before the date of hearing] and in the ............................ , the newspapers being of general circulation in Malawi.

The affidavit of ................................................. verifying the said petition was sworn on the ........................ day of ................................, 20......... and filed on the ............................ day of ......................, 20............ [within four days after presentation of the petition].

The affidavit of ...................................................................... filed on the ................... day of ................................................, 20.......... proves the service of the petition on the company,on the ........................... day of .......................................... [two clear days].

(Signed) A B
Legal Practitioner for the Petitioner

Dated the ............................... day of ................................., 20.............

The above newspapers and affidavit produced to me and found correct.

..............................................
JUDGE                     

FORM 26

NOTICE BY LIQUIDATOR REQUIRING PAYMENT OF MONEY OR DELIVERY OF BOOKS, ETC.

(Title)

Take notice that I, .......................................................... (a) the undersigned, has been appointed liquidator of the above-named company, and that you, ..................................................... (b), the under-mentioned of ............................................, are required, within .......................... days after service hereof, to pay to me(or deliver, convey, surrender or transfer to or into my hands) as liquidator of the said company at my office, situate at ............................................... (c) etc., the sum of MK .........................., being amount of debt appearing to be due from you on your account with the said company( or any sum or balance, books, papers, estate of effects), ................................... (d) now being in your hands, and to which the said company is entitled.

Dated this ........................... day of ........................, 20...........

(Signed): ..................................................................................

                              Liquidator

TO: .......................................................................................................................................................................

NOTES: (a)   Name of liquidator.

      (b)   Name of person to whom notice is addressed.

      (c)   Address of liquidator’s office.

      (d)   Or specifically describe the property.

      (e)   Or otherwise as the case may be.

FORM 27

NOTICE TO CONTRIBUTORIES OF APPOINTMENT TO SETTLE LIST OF CONTRIBUTORIES

(Title)

Take notice that I, .............................................................................. the liquidator of the above-named company, have appointed the ................................ day of ......................................, 20..............., at ....................... o’clock in the ......................... noon at .............................................................................. (a), to settle the list of the contributories of the above-named company, made out by me, pursuant to the Companies Act, and the rules there under, and that you are included in such list. The character and the number of shares (or extent of interest) in and for which you are included and the amount called up and the amount paid up in respect of such shares (or interest) is stated below; and if no sufficient cause is shown by you to the contrary at the time and place aforesaid, the list will be settled, including you therein.

Dated this ...................... day of ....................................., 20............

............................................................
Liquidator                     

To Mr. A.B. (and to Mr. C.D., his Legal Practitioner).

No. on List: ................................................

Name: .........................................................................................................................................................................

Address:   ...............................................................................................................................................................

         ...............................................................................................................................................................

Description: ................................................................................................................................................................

In what character included: ........................................................................................................................................

Number of shares (or extent of interest): .................................................................................................................

Amount called up (At date of commencement of winding-up) MK ..........................................................................

Amount paid up (At date of commencement of winding-up) MK .............................................................................

NOTE: (a) Insert place of appointment.

FORM 28

CERTIFICATE OF LIQUIDATOR OF FINAL SETTLEMENT OF THE LIST OF CONTRIBUTORIES

(Title)

Pursuant to the Companies Act, and to the rules made there under, I, the undersigned, being the liquidator of the above-named company, hereby certify that the result of the settlement of the list of contributories of the above-named company, so far as the said list has been settled, up to date of this certificate, is as follows—

1.   The several persons whose names are set forth in the second column of the First Schedule hereto have been included in the said list of contributories as contributories of the said company in respect of the ............................. (a) set opposite the names of such contributories respectively, in the said schedule.

   I have, in the first part of the said schedule, distinguished such of the said several persons included in the said list as are contributories in their own right.

   I have, in the second part of the said schedule, distinguished such of the said several persons included in the said list as are contributories as being representatives of or being liable to the debts of others.

2.   The several persons whose names are set forth in the second column of the Second Schedule hereto, and were included in the provisional list of contributories, have been excluded from the said list of contributories.

3.   I have, in the sixth column of the first part of the First Schedule and in the seventh column of the second part of the First Schedule and in the same column of the Second Schedule, set forth opposite the name of each of the several persons respectively, the date when such person was included in or excluded from the said list of contributories.

4.   I have in the seventh and eighth columns of the first part of the First Schedule hereto and in the eighth and ninth columns of the second part of the said schedule, set forth opposite the names of each of the said persons respectively, the amount called up at the date of the commencement of the winding-up and the amount paid at such date in respect of their shares (or interest).

5.   Before settling the said list, I was satisfied by the affidavit of ..........................................., clerk to ............................................, duly filed with the proceedings herein, that notice was duly sent by post to each of the persons mentioned in the said list, informing him that he was included in such list in the character and for the ......................................... (a) stated therein and of the amount called up and the amount paid up in respect of such shares (or interest) and of the day appointed for finally settling the said list.

Dated this ....................... day of ..............................., 20............

In the matter of ......................................................................................................................................................

The FIRST SCHEDULE above referred to

FIRST PART—CONTRIBUTORIES IN THEIR OWN RIGHT

Serial No. ..........................................................

Name: .........................................................................................................................................................

Address:   ...............................................................................................................................................

         ...............................................................................................................................................

Description:   ...............................................................................................................................................

         ...............................................................................................................................................

         ...............................................................................................................................................

Number of shares: ........................................

Date: .................................................................... Amount called up MK .................................................

Amount paid up MK .................................................

SECOND PART—CONTRIBUTORIES AS BEING REPRESENTATIVES OF OR LIABLE TO THE DEBTS OF OTHERS

Serial No. ..........................................................

Name: .........................................................................................................................................................

Address:   ...............................................................................................................................................

         ...............................................................................................................................................

Description:   ...............................................................................................................................................

         ...............................................................................................................................................

         ...............................................................................................................................................

Number of shares: ........................................

Date: .................................................................... Amount called up MK .................................................

Amount paid up MK .................................................

The SECOND SCHEDULE above referred to

Serial No. ..........................................................

Name: .........................................................................................................................................................

Address:   ...............................................................................................................................................

         ...............................................................................................................................................

Description:   ...............................................................................................................................................

         ...............................................................................................................................................

         ...............................................................................................................................................

Character proposed: ..................................................................................................................................

Number of shares (or extent of interest): ..................................................................................................

Date when excluded: ....................................................................................................................................

NOTE: (a) Insert number of shares or extent of interest.

FORM 29

PROOF OF DEBT—GENERAL FORM

(Title)

Date of Winding-up Order: ................................................................................................................................

1.   Name of creditor: .....................................................................................................................................

2.   Address of creditor:   .................................................................................................................................

               .................................................................................................................................

3.   Total amount of claim, including any outstanding uncapitalized interest as at the date ofthe winding-up order (a).

4.   Details of any document by reference to which the debt can be substantiated (b).

5.   If total amount above includes outstanding uncapitalized interest, please state amount.

6.   Particulars of how and when debt incurred.

7.   Particulars of any security held, the value of the security, and the date it was given.

8.   I hereby declare that the particulars set out in this Proof of Debt are, to the best of my knowledge and belief, true and correct.

   Signature of creditor or person authorized to act on his behalf ..............................................................

   Name in block letters: ................................................................................................................................

   Position with or relation to creditor and means of knowledge of the matters declared
therein: ........................................................................................................................................................

   Admitted to vote for (MK ...............................................................) Date: ..................................................

...................................................................................
Official Receiver/Provisional Liquidator            

   Admitted preferentially for (MK .....................................................) Date: ..................................................

..............................................................
Liquidator                        

   Admitted non-preferentially for (MK .............................................) Date: ....................................................

...........................................................
Liquidator                        

   To be returned to the provisional liquidator or, if a liquidator has been appointed, to the liquidator.

   NOTES:   (a)   Here analysis of claim can be supplied on separate sheet signed by the creditor or person authorized to act on his behalf.

         (b)   Either the originals or copies of documentary evidence should be submitted. Bills of exchange or other negotiable securities must be produced before the proof can be admitted. The official Receiver or liquidator may call for any document or evidence to substantiate the claim at his discretion.

         (c)   The proof cannot be admitted for voting at the first meeting unless it is properly completed and lodged with the liquidator not later than twenty- four hours before the time specified in the notice convening the meeting.

FORM 30

AFFIDAVIT OF DEBT

(Title)

   I, ................................................................, of ............................................ (a) makeoath and say as follows—

1.   ............................................................ (b) That I am ............................................ (c) of the under-mentioned creditor, and that I am duly authorized by ........................................ (d) to make this affidavit, and that it is within my own knowledge that the debt hereinafter deposed to was incurred and that such debt, to the best of my knowledge and belief, still remains unpaid and unsatisfied.

2.   That the above-named company was, at the date of the order for winding-up the same, viz., the .............................. day of ....................., 20............., and still is justly and truly indebted to ............................................................ (e) in the sum of MK .................................. as shown in the proof of debt exhibited hereto marked “A”.

   Debt (MK............................................)

   Sworn at .............................................................................., etc.

   NOTES:   (a)   Fill in full name, address and occupation of deponent.

         (b)   If proof made by the creditor personally, strike out this clause.

         (c)   State capacity, e.g. director, secretary, legal practitioner, etc.

         (d)   State full name and address of creditor.

         (e)   Insert “me” or in case of a firm “me and CD. and E.F., my co-partners trading as”, or, if by clerk or agent, etc., insert name, address and description of principal.

         (f)   To be returned to the provisional liquidator or, if a liquidator has been appointed, to the liquidator.

FORM 31

LIST OF PROOFS TO BE FILED

(Title)

I hereby certify that the following is a correct list of all proofs tendered to me in the above matter during the past month.

Dated this .................................. day of ................................, 20..................

.....................................................
Liquidator                  

PROOFS TENDERED

Name of creditor: ...................................................... Amount of proofs: MK ................................................

Whether admitted, rejected or standing over for further consideration:

If admitted, amount: MK ...................................................................................................................................

FORM 32

PROOF OF DEBT OF EMPLOYEES

(Title)

I, ....................................................................., of ........................................................ (a) onbehalf of all employed by the above-named company, make oath and say as follows—

That the above-named company was on the ............................ day of ...................................., 20......., and still is justly and truly indebted to several persons whose names, addresses and descriptions appear in the schedule endorsed hereon in sums severally set against their names in the sixth column of such schedule for wages due to them respectively, as the employees of the company in respect of services rendered by them respectively, to the company during such periods as are set out against their respective names in the fifth column of such schedule, for which said sums, or any part thereof, I say that they have not, nor hath any of them had or received any manner of satisfaction or security whatsoever.

Sworn at ......................................................................, etc.

NOTE: (a) Fill in full name, address and occupation of deponent.

SCHEDULE

No. ............................................................

Full name of employee: ...............................................................................................................................

Address:   ...............................................................................................................................................

         ...............................................................................................................................................

Description:   ...............................................................................................................................................

         ...............................................................................................................................................

         ...............................................................................................................................................

Period over which wages due: ................................... Amount due MK.....................................................

FORM 33

NOTICE OF REJECTION OF PROOF OF DEBT

(Title)

TAKE NOTICE that as (Official Receiver and) liquidator of the above-named company, Ihave this day rejected your claim against the company to the extent of MK ..........................................................

(a) on the following grounds—

AND FURTHER TAKE NOTICE that subject to the power of the court to extend the time, no application to reverse or vary my decision in rejecting your proof will be entertained after the expiration of .................................................... (b) days from thisdate.

Dated this ................................ day of .................................., 20....................

Signature: ...................................................................................................................................................

Address:   ...............................................................................................................................................

         ...............................................................................................................................................

To: ...............................................................................................................................................................

(Official Receiver and) Liquidator.

NOTES: (a)   If proof wholly rejected strike out the underlined words.

      (b)   Twenty-one days or seven days, as the case may be.

FORM 34

NOTICE TO CREDITORS OF INTENTION TO DECLARE DIVIDEND

(Title)

A .......................................... (a) dividend is intended to be declared in the above matter. You arementioned in the statement of affairs, but you have not yet proved your debt.

If you do not prove your debt by the .............................. day of ................................, 20............., you will be excluded from this dividend.

Dated this ............................. day of ..............., 20.............

.........................................................
Liquidator                     

To (Address):   .........................................................................................................................................

            .........................................................................................................................................

NOTE: (a) Insert here “first” or “second” or “final”, as the case may be.

FORM 35

NOTICE TO PERSONS CLAIMING TO BE CREDITORS OF INTENTION TO DECLARE FINAL DIVIDEND

(Title)

TAKE NOTICE that a final dividend is intended to be declared in the above matter, and that if you do not establish your claim to the satisfaction of the court on or before the .............................. day of .............................., 20............., or such later day as the Court may fix, your claim will be expunged, and I shall proceed to make a final dividend without regard to such claim.

Dated this ............................... day of ....................., 20..............

...............................................
Liquidator            

To X.Y. (Address): ...................................................................................................................................................

FORM 36

NOTICE OF DIVIDEND

(Title)

Dividend cheques are cancelled at the expiration of six months from date of issue and money orders at the expiration of twelve months from date of issue.

(Please bring this Dividend Notice with you).

Dividend of ........................................... per cent.

(Address):   .......................................................................................................................................................

         .......................................................................................................................................................

(Date): ...............................................................................................................................................................

Notice is hereby given that a .......................................... dividend of ............................. per cent has been declared in this matter, and that the same may be received at my office, as above, on the ....................... day of ..........................., 20.........., or on any subsequent ........................... between, the hours of ........................... and ..............................

Upon applying for payment this notice must be produced entire, together with any bills of exchange, promissory notes or other negotiable securities held by you. If you desire the dividend to be paid to some other person, you can sign and lodge with the liquidator an authority in the prescribed Form [blank]. Otherwise if you do not attend personally you must fill up and sign the subjoined forms of RECEIPT and AUTHORITY TO DELIVER, when a cheque or money order payable to your order will be delivered in accordance with the AUTHORITY.

To: .......................................................................................................................................................................

(Signed): ..............................................................................................................................................................

                                       Liquidator

NOTE:   The receipt or authority should, in the case of a firm, be signed in the firm’s name, or in the case of a limited company by an officer of the company, so described.

RECEIPT

The .............................. day of ............................................................, 20........................

Received of ..................................................... in this matter the sum of MK .............................., being the amount payable to me/us in respect of the dividend of ................................ per cent on my/our claim against this company.

Payee’s Signature: .................................................................................................................................................

AUTHORITY FOR DELIVERY (a)

Sir/Madam,

Please deliver to me/us by post, at my/our risk or to the bearer (b), .............................................., a specimenof whose signature is appended hereunder, the cheque or money order for the dividend payable to me/us in this matter.

Specimen signature of Bearer: ............................... Payee’s signature: .........................................

To the (Official Receiver and) Liquidator:

The ...................... day of .............................................., 20.............

NOTES: (a)   This is an authority only to deliver the cheque or money order, NOT to make it payable to another person.

      (b)   Strike out words inapplicable. If not to be sent by post strike out words in italics and insert the name of the person who is to receive the cheque or money order.

FORM 37

AUTHORITY TO LIQUIDATOR TO PAY DIVIDENDS TO ANOTHER PERSON

(Title)

To the (Official Receiver and) Liquidator Sir,

I/We hereby authorize and request you to pay to M of ..............................................., a specimen ofwhose signature is given below, all dividends as they are declared in the above-named matter, and which may become due and payable to me/us in respect of the proof of debt for the sum of MK ............................................., against the above-named company, made by on my/our behalf.

And I/we further request that the cheque or cheques drawn in respect of such dividends may be made payable to the order of the said M whose receipt shall be sufficient authority to you for the issue of such cheque or cheques in his name. It is understood that this authority is to remain in force until revoked by me/us in writing.

Signature: ............................................................ Witness to the signature: ......................................................

Dated ................................................................... Witness to the signature: ......................................................

Specimen of signature of person appointed as above: .....................................................................................

Witness to the signature: .................................... Witness to the signature: .....................................................

FORM 38

NOTICE OF RETURN TO CONTRIBUTORIES

(Title)

Cheques are cancelled at the expiration of six months from date of issue and money orders at the expiration of twelve months from date of issue.

(Please bring this Dividend Notice with you).

Return of MK .................................................... per share.

(Address):   .............................................................................................................................................................

         .............................................................................................................................................................

Date: .........................................................................................................................................................................

Notice is hereby given that a return of ........................................... per share has been declared in this matter, and that the same may be received at my office, as above, on the .......................................... day of ................................., 20........, or on any subsequent day, except Saturday, between the hours of .............................. and ..................................

Upon applying for payment this notice must be produced entire, together with the share certificate. If you do not attend personally, you must forward the share certificate and fill up and sign the subjoined forms of RECEIPT and AUTHORITY TO DELIVER, when a cheque or money order payable to your order will be delivered in accordance with the AUTHORITY.

(Signed): ...........................................................................

                           Liquidator

NOTE:   The receipt should be signed by the contributory personally, or in the case of joint contributories by each, and in the case of a limited company by an officer of the company, so described.

Receipt No.: ....................................... Dated the ...................... day of ......................, 20..................

Received of ............................ in this matter the sum of MK ....................., being the amount payable to ..................... in respect of the return of ................................ per share held by ...................... in this company.

Contributory’s Signature: .....................................................................................................................................

AUTHORITY FOR DELIVERY

Sir/Madam,

Please deliver to ...................................... (a) the cheque or money order for thereturn payable to me/us in this matter.

Contributory’s Signature: ..................................................................................................................

To the (Official Receiver and) Liquidator.

NOTES: (a)   Insert the name of the person who is to receive the cheque or money order, the words “me/us by post" "at my/our risk”, if you want it sent to you that way.

FORM 39

CERTIFICATE OF RECEIPT FOR MONEY PAID INTO COMPANIES LIQUIDATION ACCOUNT

(Title)

This is to certify that ................................................................................, liquidator of the above-named company has this day paid into the Companies Liquidation Account through me the sum of MK................................., representing unclaimed or undistributed assets of the above-named company or money held by the company in trust in respect of dividends or other sums due to members of the company.

Dated this ........................ day of .............................., 20...............

................................................................
Official Receiver                     

FORM 40

CERTIFIED LIST OF PROOFS UNDER COMPANIES (WINDING-UP) RULES AND APPLICATION FOR ISSUE OF CHEQUES FOR DIVIDEND ON COMPANIES LIQUIDATION ACCOUNT

(Title)

Companies Liquidation Account Ledger Folio: ........................... Ref. No.: ..........................................

I hereby certify that the following list has been compared with proofs filed and that the names of the creditors and the amounts fore which the proofs are admitted are correctly stated.

Signature: ...................................................................

Dated this ........................ day of ............................., 20..........

I certify that by my books the sum of MK............................... stands to the credit of the above company with the Companies Liquidation Account at the bank and that the sum of MK........................ is required to meet the under-mentioned dividends, on proofs which have been duly made and admitted to rank for dividend upon the company, and I have to request that orders for payment may be issued by me.

The dividend is payable on the .......................... day of ............................................, 20.............., and noticeof declaration thereof was forwarded to the Official Receiver for insertion in the Gazette, on the .................... day of .............., 20............

Dated ....................................., 20.............

.......................................................
Liquidator                     

Here insert address to which cheques and money orders should be sent.

To the Official Receiver:

Name ............................................. Amount of dividend MK .......................... No. ......................

Amount of proof MK ..........................................

FORM 41

CERTIFIED LIST OF PROOFS FILED UNDER COMPANIES (WINDING-UP) RULES, SPECIAL BANK CASE

(Title)

I hereby certify that the following list has been compared with proofs filed and that the names of the creditors and the amounts fore which the proofs are admitted are correctly stated.

Signature: ....................................................................

Dated this ............................... day of ..........................., 20...........

I hereby certify that a dividend of per cent has been declared, and thatthe creditors whose names are set forth below are entitled to the amounts set opposite their respective names.

...........................................................
Liquidator                           

Dated this ............................... day of ............................., 20............

To the Official Receiver:

Name ....................................... Amount of dividend MK...................... No. .......................

Amount of proof MK.................................................

FORM 42

NOTICE TO CREDITORS OF FIRST MEETING

(Title)

(Under the order for winding-up the above-named company, dated the ............................... day of ...................., 20........)

NOTICE IS HEREBY GIVEN that the first meeting of creditors in the above matter will be held at ...................... on the .................... day of ................................., 20...................., at ................... o’clock in the ....................... noon.

To entitle you to vote thereat your proof must be lodged with me not later than ........................ o’clock on the ...................... day of ................................., 20.................

Forms of proof and of general and special proxies are enclosed herewith.

Proxies to be used at the meeting must be lodged with me not later than ............................. o’clock on the ......................... day of ................., 20...........

Dated this ................ day of ........................................., 20.........

Address:   ................................................................................................................................................

         ...............................................................................................................................................

(The statement of the company’s affairs ............................................................................................. (a))

NOTES: (a)   Here insert “has not been lodged” or “has been lodged, and summary is enclosed”.

      (b)   At the first meetings of the creditors and contributories they may amongst other things—

         (i)   by resolution determine whether or not an application is to be made to the Court to appoint a liquidator in place of the provisional liquidator;

         (ii)   by resolution determine whether or not an application shall be made to the court for the appointment of a committee of inspection to act with the liquidator, and who are to be the members of the committee if appointed.

FORM 43

NOTICE TO CONTRIBUTORIES OF FIRST MEETING

(Title)

NOTICE IS HEREBY GIVEN that the first meeting of contributories in the above matter will be held at ......................... on the ...................... day of ..............................., 20..........., at ................... o’clock in the noon.

Forms of proof and of general and special proxies are enclosed herewith.

Proxies to be used at the meeting must be lodged with me not later than .................... o’clock on the ................ day of ..............., 20.........

Dated this .......................... day of ............................, 20.................

Address:   ................................................................................................................................................

         ...............................................................................................................................................

(The statement of the company’s affairs ............................................................................................. (a))

NOTE: (a)   Here insert “has not been lodged" or "has been lodged, and summary is enclosed”.

      (b)   At the first meetings of the creditors and contributories they may amongst other things—

         (i)   by resolution determine whether or not an application is to be made to the Court to appoint a liquidator in place of the provisional liquidator;

         (ii)   by resolution determine whether or not an application shall be made to the Court for the appointment of a committee of inspection to act with the liquidator, and who are to be the members of the committee if appointed.

FORM 44

NOTICE TO DIRECTORS AND OFFICERS OF COMPANY TO ATTEND FIRST MEETING OF CREDITORS OR CONTRIBUTORS

(Title)

TAKE NOTICE that the first meeting of creditors (or contributories) will be held on the ............................. day of ......................., 20........, at ............................... o’clock at ................................... (a) and that you are required to attend thereat, and give such information as the meeting may require.

Dated this ............................... day of ......................................, 20..................

To ............................................................................................................................. (b).

NOTE: (a)   Here insert place where meeting will be held.

      (b)   Insert name of person required to attend.

      (c)   The failure of any director or officer to attend will be reported by the Official Receiver to the Court.

FORM 45

LIST OF CREDITORS (a) PRESENT TO BE USED AT EVERY MEETING

(Title)

Meeting held at ................................. this ......................... day of ........................., 20...............

Number: ...........................................................

Names of creditors (a) present or represented.

Amount of proof (b)

1. ...................................................................................................................................................................

2. ...................................................................................................................................................................

3. ...................................................................................................................................................................

4. ...................................................................................................................................................................

5. ...................................................................................................................................................................

6. ...................................................................................................................................................................

7. ...................................................................................................................................................................

Total number of creditors (a) present or represented.

NOTE: (a)   “or contributories”

      (b)   In case of person contributories, insert “number of shares" and "number of votes according to the regulations of the company”.

FORM 46

REPORT OF RESULT OF MEETING OF CREDITORS OR CONTRIBUTORIES

(Title)

I, A.B., the Official Receiver of the Court (or as the case may be) chairman of a meeting of the creditors (or contributories) of the above-named company summoned by advertisement (or notice) dated the ........................................... day of .........................., 20........, and held on the ........................ day of ............................, 20.........., at .........................................., in the ....................., do hereby report to the Court the result of such meeting as follows—

The said meeting was attended, either personally or by proxy, by ......................................... creditors whose proof of debt against the said company were admitted for voting purposes, amounting in the whole to the value of MK........................... (or by ............................ contributories, holding in the whole ....................... shares in the said company, and entitled respectively by the regulations of the company to the number of votes hereinafter mentioned).

The question submitted to the said meeting was, whether the creditors (or contributories) of the said company wished that (here state proposal submitted to the meeting).

The said meeting was unanimously of opinion that the said proposal should (or should not) be adopted; (or the result of the voting upon such question was as follows—)

Voting on resolutions:

[Here set out the majorities by which the respective resolutions were carried].

(State the substance of any resolution passed and give names of committee of inspection (if any), and amount of their proofs (if creditors) or shares (if contributories)

Dated this .................................... day of ................................................, 20................

(Signed) H.T. Chairman

FORM 47

GENERAL PROXY

(Title)

I/We, ............................................................... of ................................................, a creditor (or contributory) hereby appoint (a) to be my/our general proxy to vote at the meeting of creditors (or contributories) to be held in the above matter on the ........................ day of ....................., 20..............., or at any adjournment thereof.

Dated this ...................... day of .................., 20............

(Signed) (b) (c)

NOTES: (a)   The person appointed general proxy may be the Official Receiver, the liquidator, or such other person as the creditor (or contributory) may approve.

      (b)   If a firm, sign the firm’s trading title, and add “by A.B., a partner in the said firm”. If the appointer is a corporation, then the form of proxy must be under its common seal or under the hand of some officer duly authorized in that behalf, and the fact that the officer is so authorized must be stated.

      (c)   The proxy form when signed must be lodged by the time and at the address named for that purpose in the notice convening the meeting at which it is to be used.

FORM 48

SPECIAL PROXY

(Title)

I/We, .............................................. of ......................................, a creditor (or contributory) hereby appoint ....................... (a) as my/our proxy at the meeting of creditors (or contributories) to be held on the .................... day of .................., 20..............., or at any adjournment thereof, to vote .......................... the resolution numbered ..................... in the .....................

Dated this .......................... day of ..................., 20................

(Signed): ............................................................................... (b)

NOTES: (a)   The person appointed proxy may be the Official Receiver, the liquidator, or such other person as the creditor (or contributory) may approve, and the proxy form when signed must be lodged by the time and at the address named for that purpose in the notice convening the meeting at which it is to be used. A creditor (or contributory) may give a special proxy to any person to vote at any specified meeting or adjournment thereof on all or any of the following matters—

         (i)   for or against the appointment or continuance in office of any specified person as liquidator or as member of the committee of inspection;

         (ii)   on all questions relating to any matter, other than those above referred to, arising at a specified meeting or adjournment thereof.

      (b)   If a firm, sign the firm’s trading title, add “by A.B., a partner in the said firm”. If the appointer is a corporation, then the form of proxy must be under its common seal or under the hand of some officer duly authorized in that behalf, and the fact that he is so authorized must be stated.

In a voluntary winding-up, the liquidator or, if there is no liquidator, the chairman of a meeting may, but the Official Receiver may not, be appointed proxy. The proxy form will be altered accordingly.

FORM 49

NOTICE TO CREDITORS AND CONTRIBUTORIES OF INTENTION TO APPLY FOR RELEASE

(Title)

TAKE NOTICE that I, the undersigned liquidator of the above-named company, intend to apply to the court for my release, and further take notice that any objection you may have to the granting of my release must be notified to the court within twenty-one days of the date hereof.

A summary of my receipts and payments as liquidator is hereto annexed.

Dated this ....................... day of ............................., 20...............

..............................................
Liquidator               

NOTE:   Section 233 (3) of the Companies Act enacts that “An order of the court releasing the liquidator shall discharge him from all liability in respect of any act done or default made by him in the administration of the affairs of the company or otherwise in relation to his conduct as liquidator, but any such order may be revoked on proof that it was obtained by fraud or suppression or concealment of any material fact.”

FORM 50

APPLICATION BY LIQUIDATOR TO THE COURT FOR RELEASE

(Title)

I, .........................................................................., the liquidator of the above-named company dohereby report to this Honourable Court as follows—

1.   That the whole of the property of the company has been realized for the benefit of thecreditors and contributories (and a dividend to the amount of ............................ per cent has been paid as shown by the statement hereunto annexed, and a return of ......................... per share has been made to the contributories of the company);

   (or That so much of the property of the company as can, according to the joint opinion of myself and the committee of inspection, hereunto annexed, in writing under our hands, be realized without needlessly protracting the liquidation, has been realized, as shown by the statement hereunto annexed, and a dividend to the amount of ...................... per cent has been paid, together with a return of ......................... per share to the contributories of the company);

2.   I hereby make application to this Honourable Court, (i) that it cause a report on my accounts to be prepared, and (ii) that on my complying with all the requirements of the court, it take into consideration the report and make an order granting my release.

Dated this ........................ day of ........................, 20...............

....................................................
Liquidator                     

FORM 51

CERTIFICATE BY COMMITTEE OF INSPECTION AS TO AUDIT OF LIQUIDATOR’S CASH BOOK

(Title)

We, the undersigned, members of the committee of inspection in the winding-up of the above-named company, hereby certify that we have examined the foregoing account with the vouchers, and that to the best of our knowledge and belief the said cash book contains a full, true, and complete account of the liquidator’s receipts and payments.

Dated this .................................. day of ............................. 20......

.........................................................................

.........................................................................

Committee of Inspection

.........................................................................

FORM 52

AFFIDAVIT VERIFYING LIQUIDATOR’S ACCOUNT

(Title)

Name of company: ....................................................................................................................................................

I, ..........................................................., of ...................................................., the liquidator of the above-namedcompany, make oath and say—

That *the account hereunto annexed marked B contains a full and true account of my receipts and payments in the winding-up of the above-named company from the .............................. day of ............................., 20..........., to the ................. day of ................, 20.........., inclusive.

*and that I have not, nor has any other person by my order or for my use, during such period received any moneys on account of the said company *other than and except the items mentioned and specified in the said account.

Sworn at: .........................................................................................................................................................

*NOTE: If no receipts or payments strike out the whole words in italics.

FORM 53

AFFIDAVIT VERIFYING ACCOUNT OF UNCLAIMED AND UNDISTRIBUTED FUNDS

(Title)

I, ........................................................................., of .............................................................., make oath and say that the particulars entered into in the statement hereunto annexed, marked “A”, are correct, and truly set forth all money in my company, and that the amount due by me to the Companies Liqudation Account in respect of unclaimed dividends and undistributed funds is MK....................................

Signature: ...............................................................

Sworn, etc.