Companies (Liquidation) Act 1935 (NSW)

COMPANIES (LIQUIDATION) ACT.

Act No. 37, 1935.

An Act to make provision for the winding-up of certain companies; to appoint the Public Trustee liquidator thereof; to vest certain property in the Public Trustee and to provide for the management, sale and disposal thereof , and for the distribution of the proceeds of such sale and disposal; to amend the Companies. (Receiver and Manager) Act, 1934, and other Acts; and for purposes connected therewith. [Assented to, 11th April, 1935.]

BE b y and with t h e advice and consent of t he Legis­

i t enacted b y t h e King ' s M o s t Excel len t Majes ty , lat ive Council and Legis la t ive Assembly

of N e w S o u t h

W a l e s in P a r l i a m e n t assembled, and by the au tho r i t y of

t h e same, as follows :—

1. (1) This Act may be cited as the " Companies (Liquidat ion) Act, 1935 ."

(2) This Act shall be read wi th the Companies Act ,
1899, as amended by subsequent Acts , which Act as so

amended is in this Act re fe r red to as the Pr inc ipa l Act.

commence on such date .

2 . The Southern Br i t i sh Nat ional T r u s t Limited and

the Br i t i sh Consolidated Inves tments Limited, being the companies of those respect ive names formed and reg i s ­ te red under the provis ions of P a r t I of the P r inc ipa l Act , shall be wound u p under the supervis ion of the court a s if the said companies were now in vo lun ta ry l iquidation and orders had on the da te of commencement of this Act been made by the court o rder ing t ha t the said companies be wound u p unde r the supervis ion of the court and appo in t ing the Publ ic Trus tee sole l iquidator of such companies. Such winding-up shall be deemed to

3. V . B. McInnes and Company (Aus t ra l i a ) Limited,

in Liquidation, being the company of tha t name formed a n d regis tered under the provisions of P a r t I of the Pr inc ipa l Act, shall, as from the da te of commencement of this Act, be wound up under the supervis ion of the cour t as if an order had on such date been made by the cou r t o rder ing the said company so to be wound up and appoin t ing the Public Trus tee sole l iquidator thereof.

4 . The Governor may from time to t ime by proclama­ tion published in the Gazette order tha t any or all of the companies set out in the Schedule to this Act shall be wound up by the court.
Any company so ordered to be wound up shall, as from the da te specified in such proclamation, be wound up by the court as if an order were on such date made by the cour t under the provisions of p a r a g r a p h (f) of section eighty-four of the Pr inc ipa l Act, and by such order the Pub l ic Trus tee were appointed the sole l iquidator
thereof.
The commencement of winding-up of each such com­ p a n y shall be the date s ta ted in t ha t behalf in the proclamation.
5. On any winding-up under the provis ions of this Act of any of the companies ment ioned in this Act or in the Schedule—

(a)	the court may make all such orders and give all such directions as it could on a pet i t ion for winding-up by or under the supervis ion of the cour t ;
(b)	the Public Trustee shall not be required to give securi ty for the due per formance of his duties

as l iquidator .

6. On the winding-up of the companies ment ioned in sections two and three of this Act the powers of the d i rec to r s thereof shall cease, and no genera l meet ings thereof shall bo held except such as m a y be summoned by the l iquidator or directed by the court.

7. (1) As from the date of commencement of this Act, t he estate and interes t of the Br i t i sh Nat ional Invest­ m e n t T rus t Limited as regis tered p ropr i e to r of the lands comprised in Certificate of Tit le dated the seventeenth day of March, one thousand nine hundred and th i r ty- three , and regis tered Volume 4567, Folio 46, subject to

such

such encumbrances, liens, es ta tes or in teres ts as may be noted thereon, shall vest in the Publ ic Trus tee , as if t h e said regis tered p ropr i e to r had on the da te of such com­ mencement executed and procured the reg is t ra t ion of a memorandum of t r ans fe r t r ans f e r r i ng such estate and in teres t subject as aforesaid to the Publ ic Trus tee .

(2) The Regis t ra r -Genera l shall make such en t r i e s

in the said folium of the regis ter book as may be neces­

sa ry to give effect to this section.

(3) Section seventy-six of the Rea l P r o p e r t y Act,

1900, shall not apply to such t r ans fe r of such estate a n d
in teres t to the Public Trus tee .

(4) The mor tgagee of the said lands shall not , merely by reason of the winding-up of the m o r t g a g o r company under the provisions of this Act or of any law of the Commonwealth or any Sta te , T e r r i t o r y o r Dominion, be enti t led to exercise any of his r igh t s , powers or remedies agains t the mor tgaged p rope r ty fo r the recovery of the moneys secured by the mor tgage o r for the enforcement or real isat ion of the securi ty.

(5) The interes t in the said land created by a n unda ted and unreg is te red Memorandum of Lease m a d e

between the Br i t i sh Nat ional Inves tment T r u s t Limited a s lessor and the Br i t i sh Nat ional T r u s t Limited as lessee p u r p o r t i n g to demise the t e rm of ninety-nine yea r s f rom the first day of March, one thousand nine hundred a n d th i r ty- three , shall, as from the da te of commencement of this Act, be deemed to have been su r rendered by the Br i t i sh Nat ional T r u s t Limi ted to the Publ ic Trus tee , bu t such su r r ende r shall be wi thout prejudice t o the r igh ts and in teres ts (if any) of any persons in posses­

November, one thousand nine hundred and thi r ty-four , sion of any p a r t of the premises on the first day of	or who have since t ha t da te been given possession
of any p a r t of the premises by the Publ ic Trus tee , and claiming to be under-lessees unde r the said lease and the provis ions of section one hundred and twenty-two of t h e Conveyancing Act, 1919-1932, shall apply to such sur render .

(6) The p r o p e r t y and in teres t of the Br i t i sh Nat ional

T r u s t Limited in all fixtures, fu rn i tu re and other chat te ls in or upon the said land shall as from the da te of com­ mencement of this Act be deemed to have been duly

assigned

assigned in law to the Public Trus tee , and the Public Trus tee shall hold the said p rope r ty and interest on the

t r u s t s declared by this Act.

8 . (1) The Public Trus tee shall at such t ime and subject to such te rms and conditions and in such manner as the court shall approve sell and dispose of the said estate , in teres t and p rope r ty in the said land, fixtures, furn i ture and chattels so vested and assigned as afore­ said and dis t r ibute the proceeds of such sale and disposi­ t ion and the ren t s and profits of the said land, fu rn i tu re , fixtures and other chattels received by him pending such real isat ion, af ter payment of all costs, charges and expenses charged on the said p rope r ty by section eleven of this Act, between the Southern Br i t i sh Nat ional T r u s t Limited and the Inves tment Execut ive T r u s t of New Zealand Limited in the following propor t ions , n a m e l y : one-third to the Southern Br i t i sh Nat ional T rus t Limi ted and two-thirds to the Inves tment Execut ive T rus t of New Zealand Limited.

(2) Such respective shares of the Inves tment Execut ive T rus t of New Zealand Limited and of the Southern Br i t i sh Nat ional T rus t Limited shall be received by such companies or thei r l iquidators in reduction of the amounts owing to such companies respectively under the debentures of the Br i t i sh Nat ional T r u s t Limited held by them respectively.

(3) The share of the Inves tment Execut ive T r u s t of New Zealand Limited in such proceeds, ren t s and profits shall be paid to the Public Trus tee of the Dominion of New Zealand on behalf of the said Inves tment Execu­ tive T r u s t of New Zealand Limited, and the receipt of

the Publ ic Trus tee of the Dominion of New Zealand shall
be a sufficient discharge therefor to the Public Trus tee .

(4) P e n d i n g the sale directed by subsection one of this section, the Public Trus tee shall manage the p r o p e r t y so vested in and assigned to him as aforesaid, but shall not without the leave of the court lease the said land and the building thereon erected or any p a r t thereof for more than five years .

The power of management by this subsection conferred

shall include power to mor tgage the whole or any p a r t

of the p roper ty .
9 . (1) The share of the Southern Br i t i sh National

T r u s t Limited in the proceeds, ren t s and profits in section eight mentioned shall be applied by the l iquidator thereof as assets of the said company securing the B Series of debentures issued by the said company.

(2) The B Class debentures of the Southern Br i t i sh Nat ional T r u s t Limited, whereof the Inves tment Execu­ tive T r u s t of New Zealand Limited is a t the da te of commencement of this Act the regis tered holder, shall be deemed to have been duly cancelled as from such date .

1 0 . The Publ ic Trus tee shall continue to act under the provis ions of the Companies (Receiver and Manager ) Act, 1934, as receiver and m a n a g e r of each of the com­ panies ment ioned in the Schedule to this Act unti l the commencement of the winding-up of each such company under the provis ions of this Act.

1 1 .     (1) Insofa r as the assets of the Sou thern Br i t i sh

Nat ional T r u s t Limi ted not charged as securi ty for any debentures issued by such company a re insufficient to de­ fray the costs, charges and expenses in this section herein­ af ter set forth, such of the assets and p r o p e r t y of the said company as a re charged as securi ty for the B Class debentures issued by the said company (including the land, fixtures, furn i ture and other chattels vested in and assigned to the Public Trus tee by section seven of this Act) shall be charged with the payment to the Public Trus tee of the following costs, charges and expenses :—

(a)	his costs, charges and expenses (including his
r emunera t ion) as l iquidator of the Southern
Br i t i sh Nat ional T r u s t Limi ted and t rus tee of

the said land and	cha t te l s ;
(b)	his costs, charges and expenses (including his r emunera t ion) in and about the managemen t of the building erected on the said l a n d ;
(c)	the costs, charges and expenses of any sale of the said land and chattels and of the dis tr ibu­ t ion of the proceeds thereof; and
(d)	the costs, charges and expenses (including his r emunera t ion) incurred by h im as receiver and m a n a g e r unde r the provis ions of the Companies (Receiver and Manager ) Act, 1934.

(2)

(2) The costs, charges and expenses of the Public T rus t ee in and of the adminis ter ing, selling and dis t r i ­ but ing such of the assets of the said company as a re charged as security for the A Class debentures issued by such company shall be charged on and payable out of

such assets .

(3) The Public Trus tee may from t ime to t ime ra ise by sale or mor tgage of the p rope r ty and assets by this section charged with the payment of his costs, charges and expenses such moneys as may be necessary to def ray such costs, charges and expenses.

(4) Costs, charges and expenses in this section shall include any extra remunera t ion paid by the au thor i ty or with the sanction of the Public Service Board to any deputy officer or servant of the Public Trus tee for work done by such deputy officer or servant in or about the execution of the powers or performance of the duties conferred or imposed on the Public T rus t ee by this Act or the Companies (Receiver and Manager ) Act, 1934.

(5) The remunera t ion to be pa id to the Public Trus tee for his pains and trouble as l iquidator of the Southern Br i t i sh Nat ional T r u s t Limited, as t rus tee and manager of the said land and building and as re ­ ceiver and manager under the provis ions of the Companies (Receiver and Manager ) Act, 1934, shall be such as shall be determined by the court on application in tha i behalf made by the Public Trus tee .

12 . (1) The Public Trus tee as l iquidator of the Southern Br i t i sh Nat ional T r u s t Limited and as t rus tee

and manage r of the land, fixtures, furn i ture and chat te ls
mentioned in section seven of this Act may apply to the

cour t to determine any question a r i s ing in the m a t t e r of the winding-up of such company or of the adminis t ra­ t ion of the said t rus t , and the court may ei ther hear and determine such applicat ion ex pa r t e or af ter notice to such persons as it may order on summons for direct ions.

(2) If the Public Trus tee complies with any direc­ tion or order given or made by the court on such applicat ion he shall be deemed so f a r as r ega rds his own responsibi l i ty to have discharged his duty in the

subject-matter

subject-matter of the application, provided tha t he has not been gui l ty of any f raud, wilful concealment or mis represen ta t ion in or about such applicat ion.

1 3 . (1) The Public Trus tee , in the execution of the powers and dut ies conferred and imposed on him by this Act or by the Companies (Receiver and Manager ) Act, 1934, shall not be liable to any person for any loss unless the same happens th rough his own wilful neglect or default .
(2) This section shall apply to all things done or pu rpo r t ed to be done by the Public Trus tee under the provis ions of the Companies (Receiver and Manager ) Act, 1934, as well before as af ter the commencement of this Act.

1 4 . I n the winding-up of the Southern Br i t i sh

Nat ional T r u s t Limi ted all claims (whether as share­ holder, debenture-holder , c redi tor or otherwise) of any person who is or who has a t any t ime been a di rector or officer of any of the companies specified in the Schedule to the Companies (Receiver and Manager ) Act, 1934, or of any person (not being one of such companies) who claims under any such director or officer otherwise t han as or th rough a bona fide pu rchase r for value ( the onus of proof whereof shall res t on the claimant) shall rank af ter the claim under the i r debentures of debenture- holders .

1 5 . I n the event of the winding-up of the Br i t i sh Nat ional T r u s t Limited the claims of the Inves tment Execut ive T rus t of New Zealand Limited and of the Southern Br i t i sh Nat ional T r u s t Limited, as holders of debentures issued by the company first ment ioned in this

holders of such debentures .	section, shall be paid in full in p r io r i ty to all o ther
1 6 . (1) Any of the powers and dut ies conferred and imposed on the Public Trus tee by this Act or the Pr inc i ­ pal Act may be exercised and d ischarged by a Deputy Public T rus t ee or by any officer of the Public T rus t ee duly author ised in wr i t ing by him in t ha t behalf.
(2) The provis ions of section th i r teen of this Act shall extend to such deputy or officer.
17. (1) The Governor m a y make regula t ions not inconsistent wi th this Act prescr ib ing all m a t t e r s which a re necessary or convenient to be prescr ibed for ca r ry ­
ing out or giving effect to this Act. (2)
(2) The regulat ions shall—

( a ) be published in the Gazet te ;

(b)	take effect from the date of publication or from
a la te r da te specified in the regu la t ions ;
(c) be laid before both Houses of	Pa r l i amen t

within fourteen s i t t ing days if P a r l i a m e n t is then in session, and if not, then within fourteen s i t t ing days af ter the commencement of the next session.

If ei ther House of Pa r l i amen t passes a reso­ lution of which notice has been given a t any t ime within fifteen s i t t ing days af ter the regula t ions have been laid before such House disallowing any regulat ion or p a r t thereof, the regulat ion or p a r t shall thereupon cease to have effect.

S C H E D U L E .

T h e Inves tmen t Execut ive T rus t of New Zealand L i m i t e d ;

T h e Br i t i sh Na t iona l Inves tmen t T r u s t L i m i t e d ;

T h e Br i t i sh N a t i o n a l T r u s t L i m i t e d ;

T h e	Br i t i sh	Medical	Inves tmen t	T r u s t	L i m i t e d ;
T h e	New	Zealand	Shareholders	T r u s t	L i m i t e d ;

T h e Transpor t M u t u a l and Genera l I n s u r a n c e Company L i m i t e d ;

T h e S te r l ing Inves tmen t s Company L i m i t e d ;

Pacific	Exp lo ra t ion	Company	L i m i t e d ;
F a r m s	and	F a r m l e t s	L i m i t e d ;

F i n a n c i a l Pub l ica t ions L i m i t e d ;

Liber ty Motors Corporat ion Limi ted .

M c I n n e s and Company Limi ted .

S T A T E