39. Notification that receiver of manager appointed(1) When a receiver or manager of the property of a company has been appointed , every invoice, order for goods or business letter issued by or on behalf of the company or the receiver or manager or the liquidator of the company, being a document on or in which the company's name appears, shall contain a statement that a receiver or manager has been appointed.40. Payment of debts out of assets subject to floating charge(1) The following applies, in the case of a company, where a receiver is appointed on behalf of the holders of any debentures of the company secured by a charge which, as created, was a floating charge.41. Enforcement of duty to make returns(2) If the company is not at the time in course of being wound up, its preferential debts (within the meaning given to that expression by section 386 in Part XII) shall be paid out of the assets coming to the hands of the receiver in priority to any claims for principal or interest in respect of the debentures.
(3) Payments made under this section shall be recouped, as far as may be, out of the assets of the company available for payment of general creditors.
(1) If a receiver or manager of a company's property;the court may, on application made for the purpose, make an order directing the receiver or manager (as the case may be) to make good the default within such time as may be specified in the order.(a) having made default in filing, delivering or making any return, account or other document , or in giving any notice, which a receiver or manager is by law required to file, deliver, make or give, fails to make good the default within 14 days after the service on him of a notice requiring him to do so, or
(b) having been appointed under powers contained in an instrument, has, after being required at any time by the liquidator of the company to do so, failed to render proper accounts of his receipts and payments and to vouch them and pay over to the liquidator the amount properly payable to him,
(2) In the case of the default mentioned in subsection (1)(a), the application to the court may be made by any member or creditor of the company or by the registrar of companies; and in the case of the default mentioned in subsection (1)(b), the application shall be made by the liquidator. In either case the court's order may provide that all costs of and incidental to the application shall be borne by the receiver or manager, as the case may be.
(3) Nothing in this section prejudices the operation of any enactment imposing penalties on receivers in respect of any such default as is mentioned in subsection (1).
42. General powers Administrative receivers: general
(1) The powers conferred on the administrative receiver of a company by the debentures by virtue of which he was appointed are deemed to include (except in so far as they are inconsistent with any of the provisions of those debentures) the powers specified in Schedule 1 to this Act.43. Power to dispose of charged property, etc.(2) In application of Schedule 1 to the administrative receiver of a company;
(a) the words "he" and "him" refer to the administrative receiver, and
(b) references to the property of the company are to the property of which he is or, but for the appointment of some other person as the receiver of part of the company's property, would be the receiver or manager.
(3) A person dealing with the administrative receiver in good faith and for value is not concerned to inquire whether the receiver is acting within his powers.
(1) Where, on an application by the administrative receiver, the court is satisfied that the disposal (with or without other assets) of any relevant property which is subject to a security would like to promote a more advantageous realisation of the company's assets than would otherwise be effected, the court may by order authorise the administrative receiver to dispose of the property as if it were not subject to the security.44. Agency and liability for contracts(2) Subsection (1) does not apply in the case of any security held by the person by or on whose behalf the administrative receiver was appointed, or of any security so he has priority.
(3) It shall be a condition of an order under this section that;
shall be applied towards discharging the sums secured by the security.(a) the net proceeds of the disposal, and
(b) where those proceeds are less than such amount as may be determined by the court to be the net amount which would be realised on a sale of the property in the open market by a willing vendor, such sums as may be required to make good the deficiency,
(4) Where a condition imposed in pursuance of subsection (3) relates to two or more securities, that condition shall require the net proceeds of the disposal and, where paragraph (b) of that subsection applies, the sums mentioned in that paragraph to be applied towards discharging the sums secured by those securities in the order of their priorities.
(5) An office copy of an order under this section shall, within 14 days of the making of the order, be sent by the administrative receiver to the registrar of companies.
(6) If the administrative receiver without reasonable excuse fails to comply with subsection 95), he is liable to a fine and, for continued contravention, to a daily default fine.
(7) In this section "relevant property", in relation to the administrative receiver, means the property of which he is or, but for the appointment of some other person as the receiver of part of the company's property, would be the receiver or manager.
(1) The administrative receiver of a company;45. Vacation of office(a) is deemed to be the company's agent, unless and until the company goes into liquidation;
(b) is personally liable on any contract entered into by him in the carrying out of his functions (except in so far as the contract otherwise provides) and on any contract of employment adopted by him in the carrying out of those functions; and
(c) is entitled in respect of that liability to an indemnity out of those assets of the company.
(2) For the purposes of subsection (1)(b) the administrative receiver is not to be taken to have adopted a contract of employment by reason of anything done or omitted to be done within 14 days after his appointment.
(2A) For the purposes of subsection (1)(b) a liability under a contract of employment is a qualifying liability if-
(a) it is a liability to pay a sum by way of wages or salary or contribution to an occupational pension scheme,(b) it is incurred while the administrative receiver is in office, and
(c) it is in respect of services rendered wholly or partly after the adoption of the contract.
(2B) Where a sum payable in respect of a liability which is a qualifying liability for the purposes fo subsection (1)(b) is payable in respect of services rendered partly before and partly after the adoption of the contract, liability under subsection (1)(b) shall only extend to so much of the sum as is payable in respect of services rendered after adoption of the contract.
(2C) For the purposes of subsections (2A) and (2B) -
(a) wages or salary payable in respect of a period of holiday or absence from work through sickness or other good cause are deemed to be wages or (as the case may be) salary in respect of services rendered in that period, and(b) a sum payable in lieu of holiday is deemed to be wages or (as the case may be) salary in respect of services rendered in the period by reference to which the holiday entitlement arose.
(2D) In subsection (2C)(a), the reference to wages or salary payable in respect to a period of holiday includes any sums which, if they had been paid, would have been treated for the purposes of the enactments relating to social security as earnings in respect of that period.
(3) This section does not limit any right to indemnity which the administrative receiver would have apart from it, nor limit his liability on contracts entered into or adopted without authority, nor confer any right to indemnity in respect of that liability.
(1) An administrative receiver of a company may at any time be removed from office by order of the court (but not otherwise) and may resign his office by giving notice of his resignation in the prescribed manner to such persons as may be prescribed.(2) An administrative receiver shall vacate office if he ceases to be qualified to act as an insolvency practitioner in relation to the company.
(3) Where at any time an administrative receiver vacates office;
(a) his remuneration and any expenses properly incurred by him, and
(b) any indemnity to which he is entitled out of the assets of the company, shall be charged on and paid out of any property of the company which is in his custody or under his control at that time in priority to any security held by the person by or on whose behalf he was appointed.
(4) Where an administrative receiver vacates office otherwise than by death, he shall, within 14 days after his vacation of office, send a notice to that effect to the registrar of companies.
(5) If an administrative receiver without reasonable excuse fails to comply with subsection (4), he is liable to a fine, and for continued contravention, to a daily default fine.
(Sub-s 5: words in italics repealed by the Companies Act 1989 , ss107, 212 Sch 16, para 3(1),(3),Sch 24, as from day to be appointed.)
46. Information to be given by administrative receiver Administrative receiver: ascertainment and investigation of company's affairs
(1) Where an administrative receiver is appointed, he shall;47. Statement of affairs to be submitted(a) forthwith send to the company and publish in the prescribed manner a notice of his appointment, and
(b) within 28 days after his appointment, unless the court otherwise directs, send such a notice to all creditors of the company (so far as he is aware of their addresses).
(2) This section and the next do not apply in relation of the appointment of an administrative receiver to act;
(a) with an existing administrative receiver, or
(b) in place of an administrative receiver dying or ceasing to act, except that, where they apply to an administrative receiver who dies or ceases to act before they have been fully complied with, the references in this section and the next to the administrative receiver include (subject to the next subsection) his secession and any continuing administrative receiver.
(3) If the company is being wound up, this section and the next apply notwithstanding that the administrative receiver and the liquidator are the same person, but with any necessary modifications arising from that fact.
(4) If the administrative receiver without reasonable excuse fails to comply with this section, he is liable to a fine and for continued contravention, to a daily default fine.
(1) Where an administrative receiver is appointed, he shall forthwith require some or all of the persons mentioned below to make out and submit to him a statement in the prescribed form as to the affairs of the company.48. Report by administrative receiver(2) A statement submitted under this section shall be verified by affidavit by the persons required to submit it and shall show;
(a) particulars of the company's assets, debts and liabilities;
(b) the names and addresses of its creditors;
(c) the securities held by them respectively;
(d) the dates when the securities were respectively given; and
(e) such further or other information as may be prescribed.
(3) The persons referred to in subsection (1) are;
(a) those who are or have been officers of the company;
(b) those who have taken part in the company's formation at any time within one year before the date of the appointment of the administrative receiver;
(c) those who are in the company's employment, or have been in its employment within that year, and are in the administrative receiver's opinion capable of giving the information required;
(d) those who are or have been within that year officers of or in the employment of a company which is, or within that year was, an officer of the company.
In this subsection "employment" includes employment under a contract for services.
(4) Where any persons are required under this section to submit a statement of affairs to the administrative receiver, they shall do so (subject to the next subsection) before the end of the period of 21 days beginning with the day after that on which the prescribed notice of the requirement is given to them by the administrative receiver.
(5) The administrative receiver, if he thinks fit, may;
and where the administrative receiver has refused to exercise a power conferred by this subsection, the court, if it thinks fit, may exercise it.(a) at any time release a person from an obligation imposed on him under subsection (1) or (2), or
(b) either when giving notice under subsection (4) or subsequently, extend the period so mentioned,
(6) If a person without reasonable excuse fails to comply with any obligation imposed under this section, he is liable to a fine and, for continued contravention, to a daily fine.
(1) Where an administrative receiver is appointed, he shall, within 3 months (or such longer period as the court may allow) after his appointment, send to the registrar of companies, to any trustees for secured creditors of the company and (so far as he is aware of their addresses) to all such creditors a report as to the following matters, namely;49. Committee of creditors(a) the events leading up to his appointment, so far as he is aware of them;
(b) the disposal or proposed disposal by him of any property of the company and the carrying on or proposed carrying on by him of any business of the company;
(c) the amounts of principal and interest payable to the debenture holders by whom or on whose behalf he was appointed and the amounts payable to preferential creditors; and
(d) the amount (if any) likely to be available for the payment of other creditors.
(2) The administrative receiver shall also, within 3 months (or such longer period as the court may allow) after his appointment, either;
(a) send a copy of the report (so far as he is aware of their addresses) to all unsecured creditors of the company; or
(b) publish in the prescribed manner a notice stating an address to which unsecured creditors of the company should write for copies of the report to be sent to them free of charge, and (in either case), unless the court otherwise directs, lay a copy of the report before a meeting of the company's unsecured creditors summoned for the purpose on not less than 14 days notice.
(3) The court shall not give a direction under subsection (2) unless;
(a) the report states the intention of the administrative receiver to apply for the direction, and
(b) a copy of the report is sent to the persons mentioned in paragraph (a) of that subsection, or a notice is published as mentioned in paragraph (b) of that subsection, not less than 14 days before the hearing of the application.
(4) Where the company has gone or goes into liquidation, the administrative receiver;
(a) shall, within 7 days after his compliance with subsection (1) or, if later, the nomination or appointment of the liquidator, send a copy of the report to the liquidator, and
(b) where he does so within the time limited for compliance with subsection (2), is not required to comply with that subsection.
(5) A report under this section shall include a summary of the statement of affairs made out and submitted to the administrative receiver under section 47 and of his comments (if any) upon it.
(6) Nothing in this section is to be taken as requiring any such report to include any information the disclosure of which would seriously prejudice the carrying out by the administrative receiver of his functions.
(7) Section 46 (2) applies for the purposes of this section also.
(8) If the administrative receiver without reasonable excuse fails to comply with this section, he is liable to a fine and, for continued contravention, to a daily default fine.
(1) Where a meeting of creditors is summoned under section 48 the meeting may, if it thinks fit, establish a committee ("the creditors' committee") to exercise the functions conferred on it by or under this Act.(2) If such a committee is established, the committee may, on giving not less than 7 days' notice, require the administrative receiver to attend before it at any reasonable time and furnish it with such information relating to the carrying out by him of his functions as it may reasonably require.