S.I. No. 147/1991 - Rules of the Superior Courts (No. 3), 1991.

1. The Examiner shall summon all meetings of creditors and members by sending by post not less than 3 days before the day appointed for the meeting to every person appearing in the company's books to be a creditor of the company or a member of the company, notice of the meeting of creditors or members as the case may be.

2. These Rules shall be construed together with the rules of the Superior Courts.

3. These rules shall come into operation on the 17 day of June, 1991.

EXPLANATORY NOTE.

This instrument makes Rules governing procedures to take account of the provisions of the Companies (Amendment) Act (No. 27 of 1990).

4. The Examiner shall preside at and be chairman of any meeting which he has convened and shall conduct the business of the meeting in an orderly manner so as to ensure the proper discussion of all proposals placed by him before the said meeting.

5. Where a meeting of creditors or members is summoned by notice, the proceedings and resolutions of the meeting shall unless the Court otherwise orders be valid,notwithstanding that some creditors or members may not have received the notice sent to them.

6. The Examiner may with the consent of the meeting adjourn from time to time and from place to place but the adjourned meeting shall be held at the same place as the original meeting unless in the resolution for adjournment another place is specified or unless the Court otherwise orders.

7. (

a

) A meeting may not act for any purpose except the adjournment of the meeting unless there are present or represented thereat in the case of a creditors meeting, at least 3 creditors ruled by the Examiner to be entitled to vote or in the case of a meeting of members, at least 2 members.

(

b

) If within 15 minutes from the time appointed for the meeting, a quorum of creditors or members as the case may be is not present or represented, the meeting shall be adjourned for the same day in the following week at the same time and place or to such other day or time or place as the Examiner may appoint but so that the day appointed shall be not less than 3, nor more than 21 days from the date from which the meeting was adjourned.

8. (

a

) The Examiner shall cause minutes of the proceedings of the meeting to be drawn up and entered in a book kept for that purpose and the minutes shall be signed by him.

(

b

) The Examiner shall cause a list of creditors or members present at every meeting to be kept and every such list shall be signed by him.

9. A creditor or member may appear either in person or by proxy. Where a person is authorised in the manner provided by

section 139

of the

Companies Act 1963

to represent a corporation at any meeting of creditors or members, such person shall produce to the Examiner a copy of the resolution so authorising him. Such copies shall be under the Seal of the corporation or be certified to be a true copy by the secretary or director of the corporation.

10. Every instrument of proxy shall be, as far as possible, in either the form no. 21 or form no. 22 of Appendix M of the 1986 Rules.

11. A general and a special form of proxy shall be sent to each of the creditors or members with a notice summoning the meeting and neither the name nor the description of the Examiner or any other person shall be printed or inserted in the body of any instrument of proxy before it is sent.

12. A creditor or a member may appoint any person a special proxy to vote at any specified meeting or adjournment thereof on all questions relating to any matter arising at the meeting or an adjournment thereof.

13. A creditor or member may appoint the Examiner to Act as his general or special proxy.

14. (

a

) Every instrument of proxy shall be lodged with the Examiner no later than 4.00 in the afternoon of the day before the meeting or adjourned meeting at which it is to be used and the same shall be kept by the Examiner.

(

b

) No person who is an infant shall be appointed a general or special proxy.

(

c

) Where a company is a creditor, any person who is duly authorised under the seal of such company to act, generally on behalf of the company at meetings of creditors and members, may fill in and ' sign the instrument of proxy on such company's behalf and appoint himself to be such company's proxy and the instrument of proxy so filled in and signed by such person shall be received and dealt with as a proxy of such company.

15. The Examiner shall have power to allow or disallow the vote of a person claiming to be a creditor or member, if he thinks fit, but his decision may be subject to appeal to the Court. If he is in doubt whether a vote should be allowed or disallowed, he shall allow it and record the vote as such subject to the vote being declared invalid in the event of an objection being taken and sustained by the Court.

16. When an Examiner has been given leave to deliver his report under section 15 and where the Examiner is formulating proposals pursuant to section 18 of the Act for a compromise or scheme of arrangement, any application for an extension of time for the delivery by the Examiner of his report thereon, shall be made ex parte to the Court within the time for the delivery of the report or as extended by the Court. Any party affected by the extension, may on notice of motion to the Examiner apply to the Court to set the said order aside upon grounds to be specified and verified in an affidavit and on such application, the Court may make such orders it thinks fit.

17. (1) When an Examiner has prepared a report pursuant to section 18 of the Act within the time prescribed or within such time as shall have been fixed by the Court, he shall effect delivery of his report by making an ex parte application to the Court to deliver it.

(2) (

a

) The report shall contain a full account of each meeting convened by the Examiner and of the proposals put before each such meeting and shall contain as an appendix to the said report a copy of the said proposals which shall deal with each of the matters specified in section 22 of the Act in the order set out in that section.

(

b

) The Examiner shall in his application specify whether and if so, what portions of the report should be omitted from delivery under section 18 (5) of the Act and he shall draw to the attention of the Court any particular aspects of the report which are or may be relevant to the exercise by the Court of any other of its functions under the Act.

(3) When the Examiner has been given leave to deliver his report pursuant to subrule 1 and where the Examiner has formulated proposals pursuant to section 18 of the Act for a compromise or scheme of arrangement and has reported to the Court thereon in the period prescribed or within such further period as may have been specified by the Court, the Examiner may apply to the Court ex parte for an extension of the period of protection pursuant to section 18 (4) of the Act for such further period as may be necessary for the Court to enable it to take a decision in relation to the report of the Examiner on the proposals. Upon the making of the application, the Court may direct that the Examiner serve notice of the application onsuch party or parties as the Court thinks fit. The Court may adjourn the application to enable the service to take place, but may extend the period concerned until the adjourned date of the hearing or such other date as to the Court may seem fit, and the Court may further extend the period concerned in the event of any further adjournments of the said hearing.

18. All meetings of members or classes of members or creditors or classes of creditors convened for the purposes of section 18 or section 23 of the Act shall be governed by the following rules

19. An application by the company pursuant to section 20 of the Act to repudiate any contract or any application arising out of such repudiation shall be made by motion on notice to the Examiner and on notice to the other contracting party or parties and on notice to any person referred to in section 20 (2) of the Act.

20. When on the consideration of a report under section 17 or under section 24, the Court considers that an order for the winding up of the company should be made, the Court may order that the application for the winding up of the company or of any related company be made by the Examiner or by such other person as the court may direct and the court may order that the provisions of Order 74 of the 1986 Rules, either in whole or in part, shall apply to the winding up as ordered by the Court.

21. (1) An application to the Court pursuant to section 27 of the Act for the revocation of confirmation of proposals confirmed by the Court, shall be made ex parte for directions as to the proceedings to be taken and the application shall be grounded upon an affidavit which shall specify the fraud alleged and shall supply full particulars thereof and shall specify the names and addresses of all parties who have or may have acquired interests or property in good faith and for value and in reliance on the confirmation of the proposals by the Court.

(2) Upon such application, the Court may make such order and give such directions for the hearing of the said application including directions for service of notice of the application upon all such parties as appear proper in the circumstances and may give such further directions as to the application, including particularly, whether and if so, how the same should be advertised and if it seems fit, direct the filing of any pleadings in the matter.

22. An application by the Examiner pursuant to section 29 of the Act for payment to him of remuneration and costs and reasonable expenses properly incurred by him shall be made by application ex parte to the Court and upon an affidavit of the Examiner in which he shall set forth a full account of the work carried out by him to the date of the application and a full account of the costs and expenses incurred by him and shall vouch same and of the basis for the proposed remuneration which he is seeking to be paid. The Court may, where it thinks fit, order that notice of the application be given to all such persons as the Court may direct, and may give directions as to the service of the said notice and fix a date for the hearing of the application of the Examiner. The affidavit of the Examiner shall also specify what use, if any, he has made of the services of the staff and/or of the facilities of the company to which he has been appointed and the extent of such use.

23. An application to the Court pursuant to section 33 of the Act shall be made by motion on notice to the person or persons concerned and the provisions of Order 74 Rule 49 of the 1986 Rules shall apply to such application as if the references therein to sections of the

Companies Act 1963

was a reference to section 33 of the Act.

24. An application by the Examiner to the Court pursuant to section 35 of the Act in respect of any property of a company alleged to have been improperly transferred to the use, control, or possession of any person shall be made by motion on notice to such person and the provisions of Order 74 Rule 49 of the 1986 Rules shall apply to such applications as if the references therein to sections of the

Companies Act 1963

was a reference to section 35 of the Act."

S.I. No. 147 of 1991.

RULES OF THE SUPERIOR COURTS (NO. 3), 1991.

We, the Superior Courts Rules Committee, constituted pursuant to the provisions of the

Courts of Justice Act, 1936

, section 67, and reconstituted pursuant to the provisions of the

Courts of Justice Act, 1953

, section 15, by virtue of the powers conferred upon us by the

Courts of Justice Act, 1924

, section 36, and the

Courts of Justice Act, 1936

, section 68 (as applied by the

Courts (Supplemental Provisions) Act, 1961

, section 48) and the

Courts (Supplemental Provisions) Act, 1961

, section 14, and of all other powers enabling us in this behalf, do hereby make the annexed Rules of Court.

Dated this 10th day of April, 1991.

Thomas A. Finlay,

Liam Hamilton

Anthony J. Hederman,

Declan Costello,

W. Brendan Allen,

David R. Pigot,

Michael M. Collins,

Edward F. Comyn.

I concur in the making of the annexed Rules of Court.

Dated this 17 day of June, 1991.

RAY BURKE,

Aire Dlí agus Cirt.

RULES OF THE SUPERIOR COURTS (No. 3), 1991.