WINDING UP

Under the Act of 1908, the liquidator had power with the
sanction of the Court to prosecute any past or present director
or officer for any suspected offence in relation to the company;
but while the costs of any such prosecution could be made pay-
able out of the assets of the company, there was no power to
direct the discharge thereof at the public expense. Accord-
ingly the liquidator rarely applied to the Court for leave to
commence proceedings. Under the new Act [s. 277 (2)], it is
the duty of the liquidator in a voluntary winding up if he
considers that any past or present director, manager or officer,
or any member of the company, has been guilty of any offence
in relation to the company for which he is criminally liable to
report the matter at once to the Director of Public Prosecu-
tions and give him all information in his power relating to the
matter. The Director of Public Prosecutions may refer the
matter to the Board of Trade for further enquiry; but he is
under no obligation to do so. Whether he does so or not, he
may, if he considers (a) that the case is one in which a prose-
cution ought to be instituted, and (b) that it is desirable in the
public interest that the proceedings in the prosecution should
be conducted by him, institute proceedings himself, and the
liquidator and every officer and agent of the company past
and present other than the defendant must give him all
assistance within their power. If the Director of Public
Prosecutions commences the proceedings, the costs of the
proceedings will of course be defrayed at the public expense.
[t will be noted, however, that the Director may only prosecute
if the two above-mentioned conditions are fulfilled. If he is
not satisfied that the case is one in which he ought to com-
mence proceedings it is his duty to inform the liquidator
accordingly, and thereupon the liquidator may himself com-
mence the proceedings, but only with the previous sanction
of the Court. If the proceedings are commenced by the
liquidator, with the sanction of the Court, the costs and
expenses of the proceedings will not of course be borne by him
personally ; the Board of Trade is empowered by sub-s. (8) to
defray such costs and expenses; if the Board does not exercise
this power, the costs will, subject to any direction given by the
Court and to any mortgages or charges on the assets of the
Company and to any debts entitled to preferential payment
under s. 264, be payable out of the assets of the company in
priority to all other liabilities.

It may here be noted that the category of criminal offences
in relation to a company has been greatly extended by the new
Act [see ss. 271 to 275]. Itis not considered necessary to set
out these sections in detail, but it may be mentioned that

Report by
Liquidator of
Suspected
Criminal
Offences.