Taylor J:

The facts sufficiently appear from the judgment.

This was an application to confirm the appointment of a liquidator.

The company had only seven or eight shareholders.They sold their principal asset to another company, apparently for cash; they held a meeting and resolved to go into liquidation.They estimated that after paying all the company's debts there would a substantial surplus for distribution to shareholders.One of the directors was appointed liquidator.He rejected a claim and the creditor applied to the Court, by Originating Summons, to reverse his decision.The liquidator instituted several suits against debtors to the company.While these proceedings were pending it was pointed out that the directors had never delivered to the Registrar of Companies a declaration of solvency under s. 223 Of the Companies Ordinance.On this ground the validity of the liquidator's actions was challenged and all these proceedings in Court were, at least temporarily, deadlocked.

The liquidator then applied to the Court to confirm his appointment.

Apart from the deadlock, the affidavit in support of the application disclosed several matters which called for investigation and the procedure seemed to be incorrect.An adjournment was necessary in any event because one of the respondents had not been served. I therefore decided to refer the case to the Official Receiver.Counsel for the liquidator objected to this on the ground that the liquidator had not been heard but in substance he had been heard. I acted on his own affidavit and on that alone.Also, the Official Receiver is an officer of the Court and as such he can be consulted at any time; no one has any technical right to oppose such consultation.As a direct result of the Official Receiver's investigation security was given for the claims of all the disclosed creditors.This solved the principal difficulties and the Court and, in my opinion, all concerned, especially the creditors, owe a debt of gratitude to the Official

Receiver for his prompt and effective aid.He also suggested that a Supervision Order should be made; this could still be done if anyone filed a petition but it may not be necessary.

When the liquidator's application came on for hearing some of the shareholders supported it but others opposed.

The first question is one of procedure which may affect future cases.The application was made by summons and was intituled "In the High Court - Companies Winding-up No. 1 of 1950." This suggests that winding-up by the Court is contemplated which is directly contrary to the fact.The whole object of the applicant is to forestall and prevent, if he can, a winding-up by the Court.At the first hearing his Counsel, Mr. Shearn, said that it was an Originating Summons and I granted leave to amend it accordingly but after consideration he withdrew this submission and argued that it was a summons in chambers but nevertheless an originating process authorised by the Winding-up Rules, especially r. 1.

It ought not to be necessary to state the elementary proposition that a Summons in Chambers can only be used in a pending cause or matter.Any other summons is an Originating Summons.Rule 1 expressly provides that those of the Winding-up Rules which from their nature and subject matter are applicable only to winding-up by the Courts shall not apply to a voluntary winding-up. This clearly excludes any possibility that the rules could, by implication, introduce any departure or new principle of procedure.The "chain" system of filing proceedings, prescribed by r. 8 et seq, (which is merely the older Bankruptcy procedure, slightly modified) is manifestly one of the provisions which is inapplicable in voluntary winding-up. The creditor's application for admission of his proof was therefore correctly framed as an Originating Summons.The liquidator's application for confirmation was in reality an originating summons and should have been so intituled.However, as the facts were before the Cour