Victorian Consolidated Legislation

Co-operatives Act 1996 - SCHEDULE 4

RECEIVERS, AND OTHER CONTROLLERS, OF PROPERTY OF CO-OPERATIVES
1 Interpretation In this Schedule- administrator, in relation to a deed of
arrangement, means an administrator of the deed appointed under Part 5.3A of
the Corporations Act, as applying under this Act;

control day, in relation to a controller of property of a co-operative, means-

   (a)  unless paragraph (b) applies-

   (i)  in the case of a receiver, or receiver and manager, of that property,
        the day when the receiver, or receiver and manager, was appointed; or

   (ii) in the case of any other person who is in possession, or has control,
        of that property for the purpose of enforcing a charge, the day when
        the person entered into possession, or took control, of property of
        the co-operative for the purpose of enforcing that charge; or

   (b)  if the controller became a controller of property of the co-operative-

   (i)  to act with an existing controller of that property; or

   (ii) in place of a controller of that property who has died or ceased to be
        a controller of that property- the day that is, because of any other
        application or applications of this definition, the control day in
        relation to the controller referred to in subparagraph (i) or (ii);
        controller, in relation to property of a co-operative, means-

   (a)  a receiver, or receiver and manager, of that property; or

   (b)  anyone else who (whether or not as agent for the co-operative) is in
        possession, or has control, of that property for the purpose of
        enforcing a charge; co-operative includes a foreign co-operative
        registered under Part 14; daily newspaper means a newspaper that is
        ordinarily published on each day that is a business day in the place
        where the newspaper is published, whether or not the newspaper is
        ordinarily published on other days; managing controller, in relation
        to property of a co-operative, means-

   (a)  a receiver and manager of that property; or

   (b)  any other controller of that property who has functions or powers in
        connection with managing the co-operative; national newspaper means a
        daily newspaper that circulates generally in each State, the Capital
        Territory and the Northern Territory; officer, in relation to a
        co-operative that is a foreign co-operative, includes a local agent of
        the foreign co-operative; property, in relation to a co-operative,
        means property-

   (a)  in the case of a co-operative that is not a foreign co-operative,
        within or outside Australia; or

   (b)  in the case of a co-operative that is a foreign co-operative, within
        Australia or an external Territory; receiver, in relation to property
        of a co-operative, includes a receiver and manager.
2 Application of Schedule Except in so far as the contrary intention appears,
this Schedule applies in relation to a receiver of property of a co-operative
who is appointed after the commencement of this Schedule, even if the
appointment arose out of a transaction entered into, or an act or thing done,
before that commencement.
3 Persons not to act as receivers

(1) A person is not qualified to be appointed, and must not act, as receiver
of property of a co-operative if the person-

   (a)  is a mortgagee of property of the co-operative; or

   (b)  is an auditor or an officer of the co-operative; or

   (c)  is an officer of a body corporate that is a mortgagee of property of
        the co-operative; or

   (d)  is not a registered liquidator under the Corporations Act; or





   (e)  is an officer of a body corporate related to the co-operative; or

   (f)  unless the Registrar directs in writing that this paragraph does not
        apply in relation to the person in relation to the co-operative, has
        at any time within the last 12 months been an officer or promoter of
        the co-operative or of a related body corporate.

(2) In subclause (1)-

officer, in relation to a body corporate, does not include a receiver,
appointed under an instrument whether before or after the commencement of this
clause, of property of the body.

(3) Subclause (1)(d) does not apply in relation to a body corporate authorised
by or under a law of the Commonwealth, of a State or of a Territory to act as
receiver of property of the co-operative concerned.

(4) Nothing in this clause prevents a person from acting as receiver of
property of a co-operative under an appointment validly made before the
commencement of this clause.

4 Supreme Court may declare whether controller is validly acting

(1) If there is doubt, on a specific ground, about-

   (a)  whether a purported appointment of a person, after the commencement of
        this clause, as receiver of property of a co-operative is valid; or

   (b)  whether a person who has entered into possession, or assumed control,
        of property of a co-operative after the commencement of this clause
        did so validly under the terms of a charge on that property-

the person, the co-operative or any of the co-operative's creditors may apply
to the Supreme Court for an order under subclause (2).

(2) On an application, the Supreme Court may make an order declaring whether
or not-

   (a)  the purported appointment was valid; or

   (b)  the person entered into possession, or assumed control, validly under
        the terms of the charge-

as the case may be, on the ground specified in the application or on some
other ground.
5 Liability of controller

(1) A receiver, or any other authorised person, who, whether as agent for the
co-operative concerned or not, enters into possession or assumes control of
any property of a co-operative for the purpose of enforcing any charge is,
despite any agreement to the contrary, but without prejudice to the person's
rights against the co-operative or any other person, liable for debts incurred
by the person in the course of the receivership, possession or control for
services rendered, goods purchased or property hired, leased, used or
occupied.

(2) Subclause (1) does not constitute the person entitled to the charge a
mortgagee in possession.

(3) If-

   (a)  a person (in this subclause called the controller) enters into
        possession or assumes control of property of a co-operative; and

   (b)  the controller purports to have been properly appointed as a receiver
        in respect of that property under a power contained in an instrument,
        but has not been properly so appointed; and

   (c)  civil proceedings in a federal court or a court of a State or
        Territory arise out of an act alleged to have been done by the
        controller-

the court may, if it is satisfied that the controller believed on reasonable
grounds that the controller had been properly so appointed, order that-

   (d)  the controller be relieved in whole or in part of a liability that the
        controller has incurred but would not have incurred if the controller
        had been properly so appointed; and

   (e)  a person who purported to appoint the controller as receiver be liable
        in respect of an act, matter or thing in so far as the controller has
        been relieved under paragraph (d) of liability in respect of that act,
        matter or thing.

6 Liability of controller under pre-existing agreement about property used by
co-operative

(1) This clause applies if-

   (a)  under an agreement made before the control day in relation to a
        controller of property of a co-operative, the co-operative continues
        after that day to use or occupy, or to be in possession of, property
        (the third party property) of which someone else is the owner or
        lessor; and

   (b)  the controller is controller of the third party property.

(2) Subject to subclauses (4) and (7), the controller is liable for so much of
the rent or other amounts payable by the co-operative under the agreement as
is attributable to a period-

   (a)  that begins more than 7 days after the control day; and

   (b)  throughout which-

   (i)  the co-operative continues to use or occupy, or to be in possession
        of, the third party property; and

   (ii) the controller is controller of the third party property.

(3) Within 7 days after the control day, the controller may give to the owner
or lessor a notice that specifies the third party property and states that the
controller does not propose to exercise rights in relation to that property as
controller of the property, whether on behalf of the co-operative or anyone
else.

(4) Despite subclause (2), the controller is not liable for so much of the
rent or other amounts payable by the co-operative under the agreement as is
attributable to a period during which a notice under subclause (3) is in
force, but such a notice does not affect a liability of the co-operative.

(5) A notice under subclause (3) ceases to have effect if-

   (a)  the controller revokes it by writing given to the owner or lessor; or

   (b)  the controller exercises, or purports to exercise, a right in relation
        to the third party property as controller of the property, whether on
        behalf of the co-operative or anyone else.

(6) For the purposes of subclause (5), the controller does not exercise, or
purport to exercise, a right referred to in subclause (5)(b) merely because
the controller continues to be in possession, or to have control, of the third
party property, unless the controller-

   (a)  also uses the property; or

   (b)  asserts a right, as against the owner or lessor, so to continue.

(7) Subclause (2) does not apply in so far as the Supreme Court, by order,
excuses the controller from liability, but an order does not affect a
liability of the co-operative.

(8) The controller is not taken because of subclause (2)-

   (a)  to have adopted the agreement; or

   (b)  to be liable under the agreement otherwise than as mentioned in
        subclause (2).

7 Powers of receiver

(1) Subject to this clause, a receiver of property of a co-operative has power
to do, in Australia and elsewhere, all things necessary or convenient to be
done for or in connection with, or as incidental to, the attainment of the
objectives for which the receiver was appointed.

(2) Without limiting the generality of subclause (1), but subject to any
provision of the court order by which, or the instrument under which, the
receiver was appointed, being a provision that limits the receiver's powers in
any way, a receiver of property of a co-operative has, in addition to any
powers conferred by that order or instrument, as the case may be, or by any
other law, power, for the purpose of attaining the objectives for which the
receiver was appointed-

   (a)  to enter into possession and take control of property of the
        co-operative in accordance with the terms of that order or instrument;
        and

   (b)  to lease, let on hire or dispose of property of the co-operative; and

   (c)  to grant options over property of the co-operative on such conditions
        as the receiver thinks fit; and

   (d)  to borrow money on the security of property of the co-operative; and

   (e)  to insure property of the co-operative; and

   (f)  to repair, renew or enlarge property of the co-operative; and

   (g)  to convert property of the co-operative into money; and

   (h)  to carry on any business of the co-operative; and

        (i)    to take on lease or on hire, or to acquire, any property
               necessary or convenient in connection with the carrying on of a
               business of the co-operative; and

   (j)  to execute any document, bring or defend any proceedings or do any
        other act or thing in the name of and on behalf of the co-operative;
        and

   (k)  to draw, accept, make and endorse a bill of exchange or promissory
        note; and

   (l)  to use a seal of the co-operative; and

   (m)  to engage or discharge employees on behalf of the co-operative; and

   (n)  to appoint a legal practitioner, accountant or other professionally
        qualified person to assist the receiver; and



   (o)  to appoint an agent to do any business that the receiver is unable to
        do, or that it is unreasonable to expect the receiver to do, in
        person; and

   (p)  if a debt or liability is owed to the co-operative, to prove the debt
        or liability in a bankruptcy, insolvency or winding up and, in that
        connection, to receive dividends and to assent to a proposal for a
        composition or a scheme of arrangement; and

   (q)  if the receiver was appointed under an instrument that created a
        charge on uncalled capital or uncalled premiums of the co-operative-

   (i)  in the name of the co-operative, to make a call in respect of money
        unpaid on shares in the co-operative (whether on account of the
        nominal value of the shares or by way of premium); or

   (ii) on the giving of a proper indemnity to a liquidator of the
        co-operative, in the name of the liquidator, to make a call in respect
        of money unpaid on account of the nominal value of shares in the
        co-operative; and

   (r)  to enforce payment of any call that is due and unpaid, whether the
        calls were made by the receiver or otherwise; and

   (s)  to make or defend an application for the winding up of the
        co-operative; and

   (t)  to refer to arbitration any question affecting the co-operative.

(3) The conferring by this clause on a receiver of powers in relation to
property of a co-operative does not affect any rights in relation to that
property of any other person other than the co-operative.

(4) In this clause, a reference, in relation to a receiver, to property of a
co-operative is, unless the contrary intention appears, a reference to the
property of the co-operative in relation to which the receiver was appointed.

8 Controller's duty of care in exercising power of sale

(1) In exercising a power of sale in respect of property of a co-operative, a
controller must take all reasonable care to sell the property for-

   (a)  if, when it is sold, it has a market value, not less than that market
        value; or

   (b)  otherwise, the best price that is reasonably obtainable, having regard
        to the circumstances existing when the property is sold.

(2) Nothing in subclause (1) limits the generality of anything in Division 2
of Part 9.

9 Supreme Court may authorise managing controller to dispose of property
despite prior charge

(1) On the application of a managing controller of property of a co-operative,
the Supreme Court may by order authorise the controller to sell, or to dispose
of in some other specified way, specified property of the co-operative, even
though it is subject to a charge (in this clause called the prior charge) that
has priority over a charge (in this clause called the controller's charge) on
that property that the controller is enforcing.

(2) The Supreme Court may make an order if satisfied that-

   (a)  apart from the existence of the prior charge, the controller would
        have power to sell, or to so dispose of, the property; and

   (b)  the controller has taken all reasonable steps to obtain the consent of
        the holder of the prior charge to the sale or disposal, but has not
        obtained that consent; and

   (c)  sale or disposal of the property under the order is in the best
        interests of the co-operative's creditors and of the co-operative; and

   (d)  sale or disposal of the property under the order will not unreasonably
        prejudice the rights or interests of the holder of the prior charge.

(3) The Supreme Court may have regard to the need to protect adequately the
rights and interests of the holder of the prior charge.

(4) If the property would be sold or disposed of together with other property
that is subject to the controller's charge, the Supreme Court may have regard
to-

   (a)  the amount (if any) by which it is reasonable to expect that the net
        proceeds of selling or disposing of that other property otherwise than
        together with the first-mentioned property would be less than so much
        of the net proceeds of selling or disposing of all the property
        together as would be attributable to that other property; and

   (b)  the amount (if any) by which it is reasonable to expect that the net
        proceeds of selling or disposing of the first-mentioned property
        otherwise than together with the other property would be greater than
        so much of the net proceeds of selling or disposing of all the
        property together as would be attributable to the first-mentioned
        property.

(5) Nothing in subclause (3) or (4) limits the matters to which the Supreme
Court may have regard for the purposes of subclause (2).

(6) An order may be made subject to conditions, for example (but without
limitation)-

   (a)  a condition that-

   (i)  the net proceeds of the sale or disposal; and

   (ii) the net proceeds of the sale or disposal of such other property (if
        any) as is specified in the condition and is subject to the
        controller's charge- or a specified part of those net proceeds, be
        applied in payment of specified amounts secured by the prior charge;
        or

   (b)  a condition that the controller apply a specified amount in payment of
        specified amounts secured by the prior charge.

10 Receiver's power to carry on co-operative's business during winding up

(1) A receiver of property of a co-operative that is being wound up may-

   (a)  with the written approval of the co-operative's liquidator or with the
        approval of the Supreme Court, carry on the co-operative's business
        either generally or as otherwise specified in the approval; and

   (b)  do whatever is necessarily incidental to carrying on that business
        under paragraph (a).

(2) Subclause (1) does not-

   (a)  affect a power that the receiver has otherwise than under that
        subclause; or

   (b)  empower the receiver to do an act that he or she would not have power
        to do if the co-operative were not being wound up.

(3) A receiver of property of a co-operative who carries on the co-operative's
business under subclause (1) does so-

   (a)  as agent for the co-operative; and

   (b)  in his or her capacity as receiver of property of the co-operative.

(4) The consequences of subclause (3) include, but are not limited to, the
following-

   (a)  for the purposes of clause 5(1), a debt that the receiver incurs in
        carrying on the business as mentioned in subclause (3) of this clause
        is incurred in the course of the receivership;

   (b)  a debt or liability that the receiver incurs in so carrying on the
        business is not a cost, charge or expense of the winding up.

11 Controller's duties in relation to bank accounts and financial records

(1) A controller of property of a co-operative must-

   (a)  open and maintain an account, with an authorised deposit-taking
        institution, bearing-

   (i)  the controller's own name; and

   (ii) in the case of a receiver of the property, the title "receiver"; and

   (iii) otherwise, the title "controller"; and

   (iv) the co-operative's name- or 2 or more such accounts; and

   (b)  within 3 business days after money of the co-operative comes under the
        control of the controller, pay that money into such an account that
        the controller maintains; and

   (c)  ensure that no such account that the controller maintains contains
        money other than money of the co-operative that comes under the
        control of the controller; and

   (d)  keep such financial records as correctly record and explain all
        transactions that the controller enters into as the controller.



(2) Any director, creditor or member of a co-operative may, unless the Supreme
Court otherwise orders, personally or by an agent, inspect records kept by a
controller of property of the co-operative for the purposes of subclause
(1)(d).

12 Managing controller to report within 2 months about co-operative's affairs

(1) A managing controller of property of a co-operative must prepare a report
about the co-operative's affairs that is in the form approved by the Registrar
and is made up to a day not later than 28 days before the day when it is
prepared.

(2) The managing controller must prepare the report and lodge it with the
Registrar within 2 months after the control day.

(3) As soon as practicable, and in any event within 14 days, after lodging the
report with the Registrar, the managing controller must cause to be published
in a national newspaper, or in each State and Territory in a daily newspaper
that circulates generally in that State or Territory, a notice stating-

   (a)  that the report has been prepared; and

   (b)  that a person can, on paying the prescribed fee, inspect the report at
        specified offices of the Registrar.

(4) If, in the managing controller's opinion, it would seriously prejudice-

   (a)  the co-operative's interests; or

   (b)  the achievement of the objectives for which the controller was
        appointed, or entered into possession or assumed control of property
        of the co-operative, as the case requires-

if particular information that the controller would otherwise include in the
report were made available to the public, the controller need not include the
information in the report.

(5) If the managing controller omits information from the report as permitted
by subclause (4), the controller must include instead a notice-

   (a)  stating that certain information has been omitted from the report; and

   (b)  summarising what the information is about, but without disclosing the
        information itself.

13 Reports by receiver

(1) If it appears to the receiver of property of a co-operative that-

   (a)  a past or present officer, or a member, of the co-operative may have
        been guilty of an offence under any law of the Commonwealth or of a
        State or Territory in relation to the co-operative; or

   (b)  a person who has taken part in the formation, promotion,
        administration, management or winding up of the co-operative-

   (i)  may have misapplied or retained, or may have become liable or
        accountable for, any money or property (whether the property is within
        or outside Australia) of the co-operative; or

   (ii) may have been guilty of any negligence, default, breach of duty or
        breach of trust in relation to the co-operative- the receiver must-

   (c)  lodge with the Registrar as soon as practicable a report about the
        matter; and

   (d)  give to the Registrar such information, and such access to and
        facilities for inspecting and taking copies of any documents, as the
        Registrar requires.

(2) The receiver may also lodge further reports specifying any other matter
that, in the receiver's opinion, it is desirable to bring to the notice of the
Registrar.

(3) If it appears to the Supreme Court-

   (a)  that a past or present officer, or a member, of a co-operative in
        respect of property of which a receiver has been appointed has been
        guilty of an offence under a law referred to in subclause (1)(a) in
        relation to the co-operative; or

   (b)  that a person who has taken part in the formation, promotion,
        administration, management or winding up of a co-operative in respect
        of property of which a receiver has been appointed has engaged in
        conduct referred to in subclause (1)(b) in relation to the
        co-operative-

and that the receiver has not lodged a report with the Registrar about the
matter, the Court may, on the application of a person interested in the
appointment of the receiver or of its own motion, direct the receiver to lodge
such a report.
14 Supervision of controller

(1) If-

   (a)  it appears to the Supreme Court or to the Registrar that a controller
        of property of a co-operative has not faithfully performed, or is not
        faithfully performing, the controller's functions or has not observed,
        or is not observing, a requirement of-

   (i)  in the case of a receiver, the order by which, or the instrument under
        which, the receiver was appointed; or

   (ii) otherwise, an instrument under which the controller entered into
        possession, or took control, of that property; or

   (iii) in any case, the Supreme Court; or

   (iv) in any case, this Act, the regulations or rules of court; or

   (b)  a person complains to the Supreme Court or to the Registrar about an
        act or omission of a controller of property of a co-operative in
        connection with performing or exercising any of the controller's
        functions and powers-

the Supreme Court or the Registrar, as the case may be, may inquire into the
matter and, where the Supreme Court or Registrar so inquires, the Supreme
Court may take such action as it thinks fit.

(2) The Registrar may report to the Supreme Court any matter that in the
Registrar's opinion is a misfeasance, neglect or omission on the part of a
controller of property of a co-operative and the Court may-

   (a)  order the controller to make good any loss that the estate of the
        co-operative has sustained thereby; and

   (b)  make any other order or orders that it thinks fit.

(3) The Supreme Court may at any time-

   (a)  require a controller of property of a co-operative to answer questions
        about the performance or exercise of any of the controller's functions
        and powers as controller; or

   (b)  examine a person about the performance or exercise by such a
        controller of any of the controller's functions and powers as
        controller; or

   (c)  direct an investigation to be made of such a controller's books.

15 Controller may apply to Supreme Court

(1) A controller of property of a co-operative may apply to the Supreme Court
for directions in relation to any matter arising in connection with the
performance or exercise of any of the controller's functions and powers as
controller.

(2) In the case of a receiver of property of a co-operative, subclause (1)
applies only if the receiver was appointed under a power contained in an
instrument.



16 Power of Supreme Court to fix receiver's remuneration

(1) The Supreme Court may by order fix the amount to be paid by way of
remuneration to any person who, under a power contained in an instrument, has
been appointed as receiver of property of a co-operative.

(2) The power of the Supreme Court to make an order under this clause-

   (a)  extends to fixing the remuneration for any period before the making of
        the order or the application for the order; and

   (b)  is exercisable even if the receiver has died, or ceased to act, before
        the making of the order or the application for the order; and

   (c)  if the receiver has been paid or has retained for the receiver's
        remuneration for any period before the making of the order any amount
        in excess of that fixed for that period, extends to requiring the
        receiver or the receiver's personal representatives to account for the
        excess or such part of the excess as is specified in the order.

(3) The power conferred by subclause (2)(c) must not be exercised in respect
of any period before the making of the application for the order unless, in
the opinion of the Supreme Court, there are special circumstances making it
proper for the power to be so exercised.

(4) The Supreme Court may from time to time vary or amend an order under this
clause.

(5) An order under this clause may be made, varied or amended on the
application of-

   (a)  a liquidator of the co-operative; or

   (b)  an administrator of the co-operative; or

   (c)  an administrator of a deed of arrangement executed by the
        co-operative; or

   (d)  the Registrar.

(6) An order under this clause may be varied or amended on the application of
the receiver concerned.

(7) An order under this clause may be made, varied or amended only as provided
in subclauses (5) and (6).

17 Controller has qualified privilege in certain cases A controller of
property of a co-operative has qualified privilege in respect of-

   (a)  a matter contained in a report that the controller lodges under clause
        12 or 13; or

   (b)  a comment that the controller makes under clause 20(2)(c).

18 Notification of matters relating to controller

(1) A person who obtains an order for the appointment of a receiver of
property of a co-operative, or who appoints such a receiver under a power
contained in an instrument, must-

   (a)  within 7 days after obtaining the order or making the appointment,
        lodge notice that the order has been obtained, or that the appointment
        has been made, as the case may be; and

   (b)  within 21 days after obtaining the order or making the appointment,
        cause notice that the order has been obtained, or that the appointment
        has been made, as the case may be, to be published in the Government
        Gazette.



(2) A person who appoints another person to enter into possession, or take
control, of property of a co-operative (whether or not as agent for the
co-operative) for the purpose of enforcing a charge otherwise than as receiver
of that property must-

   (a)  within 7 days after making the appointment, lodge notice of the
        appointment with the Registrar; and

   (b)  within 21 days after making the appointment, cause notice of the
        appointment to be published in the Government Gazette.

(3) A person who enters into possession, or takes control, as mentioned in
subclause (2) must-

   (a)  within 7 days after so entering into possession or taking control,
        lodge notice with the Registrar that the person has done so; and

   (b)  within 21 days after so entering into possession or taking control,
        cause to be published in the Government Gazette notice that the person
        has done so-

unless another person-

   (c)  appointed the first-mentioned person so to enter into possession or
        take control; and

   (d)  complies with subclause (2) in relation to the appointment.

(4) Within 14 days after becoming a controller of property of a co-operative,
a person must lodge with the Registrar notice in the form approved by the
Registrar of the address of the person's office.





(5) A controller of property of a co-operative must, within 14 days after a
change in the situation of the controller's office, lodge with the Registrar
notice in the form approved by the Registrar of the change.

(6) A person who ceases to be a controller of property of a co-operative must-

   (a)  within 7 days after so ceasing, lodge with the Registrar notice that
        the person has so ceased; and

   (b)  within 21 days after so ceasing, cause notice that the person has so
        ceased to be published in the Government Gazette.

19 Statement that receiver appointed or other controller acting

(1) If a receiver of property (whether within or outside this State or within
or outside Australia) of a co-operative has been appointed, the co-operative
must set out, in every public document, and in every eligible negotiable
instrument, of the co-operative, after the name of the co-operative where it
first appears, a statement that a receiver, or a receiver and manager, as the
case requires, has been appointed.

(2) If there is a controller (other than a receiver) of property (whether
within Australia or elsewhere) of a co-operative, the co-operative must set
out, in every public document, and in every eligible negotiable instrument, of
the co-operative, after the co-operative's name where it first appears, a
statement that a controller is acting.





20 Officers to report to controller about co-operative's affairs

(1) In this clause-

reporting officer, in relation to a co-operative in respect of property of
which a person is controller, means a person who was-

   (a)  in the case of a co-operative other than a foreign co-operative, a
        director or secretary of the co-operative; or

   (b)  in the case of a foreign co-operative, a local agent of the foreign
        co-operative- on the control day.

(2) If a person becomes a controller of property of a co-operative-

   (a)  the person must serve on the co-operative as soon as practicable
        notice that the person is a controller of property of the
        co-operative; and

   (b)  within 14 days after the co-operative receives the notice, the
        reporting officers must make out and submit to the person a report in
        the form approved by the Registrar about the affairs of the
        co-operative as at the control day; and

   (c)  the person must, within 28 days after receipt of the report-

   (i)  lodge with the Registrar a copy of the report and a notice setting out
        any comments the person sees fit to make relating to the report or, if
        the person does not see fit to make any comment, a notice stating that
        the receiver does not see fit to make any comment; and

   (ii) send to the co-operative a copy of the notice lodged in accordance
        with subparagraph (i); and

   (d)  the person must, within 28 days after receipt of the report, if the
        person became a controller of the property-

   (i)  because of an appointment as receiver of the property that was made by
        or on behalf of the holder of debentures of the co-operative; or

   (ii) by entering into possession, or taking control, of the property for
        the purpose of enforcing a charge securing such debentures- and there
        are trustees for the holders of those debentures, send to those
        trustees a copy of the report and a copy of the notice lodged under
        paragraph (c)(i).

(3) If notice has been served on a co-operative under subclause (2)(a), the
reporting officers may apply to the controller or to the Supreme Court to
extend the period within which the report is to be submitted and-

   (a)  if application is made to the controller, if the controller believes
        that there are special reasons for so doing, the controller may, by
        written notice given to the reporting officers, extend that period
        until a specified day; and

   (b)  if application is made to the Supreme Court, if the Court believes
        that there are special reasons for so doing, the Court may, by order,
        extend that period until a specified day.

(4) As soon as practicable after granting an extension under subclause (3)(a),
the controller must lodge a copy of the notice with the Registrar.

(5) As soon as practicable after the Supreme Court grants an extension under
subclause (3)(b), the reporting officers must lodge a copy of the order with
the Registrar.

(6) Subclauses (2), (3) and (4) do not apply in a case where a person becomes
a controller of property of a co-operative-

   (a)  to act with an existing controller of property of the co-operative; or

   (b)  in place of a controller of such property who has died or ceased to be
        a controller of such property.

(7) However, if subclause (2) applies in a case where a controller of property
of a co-operative dies, or ceases to be a controller of property of the
co-operative, before subclause (2) is fully complied with, then-

   (a)  the references in subclauses (2)(b), (c) and (d) to the person; and

   (b)  the references in subclauses (3) and (4) to the controller-

include references to the controller's successor and to any continuing
controller.

(8) If a co-operative is being wound up, this clause (including subclause (7))
and clause 21 apply even if the controller and the liquidator are the same
person, but with any necessary modifications arising from that fact.

21 Controller may require reports

(1) A controller of property of a co-operative may, by notice given to the
person or persons, require one or more persons included in one or more of the
following classes of persons to make out as required by the notice, verify by
a statement in writing in the form approved by the Registrar, and submit to
the controller, a report, containing such information as is specified in the
notice as to the affairs of the co-operative or as to such of those affairs as
are specified in the notice, as at a date specified in the notice-

   (a)  persons who are or have been officers of the co-operative;

   (b)  if the co-operative was incorporated within one year before the
        control day, persons who have taken part in the formation of the
        co-operative;

   (c)  persons who are employed by the co-operative or have been so employed
        within one year before the control day and are, in the opinion of the
        controller, capable of giving the information required;

   (d)  persons who are, or have been within one year before the control day,
        officers of, or employed by, a co-operative that is, or within that
        year was, an officer of the co-operative.

(2) Without limiting the generality of subclause (1), a notice under that
subclause may specify the information that the controller requires as to
affairs of the co-operative by reference to information that this Act requires
to be included in any other report, statement or notice under this Act.

(3) A person making a report and verifying it as required by subclause (1)
must, subject to the regulations, be allowed, and must be paid by the receiver
(or the controller's successor) out of the controller's receipts, any costs
and expenses incurred in and about the preparation and making of the report
and the verification of the report that the controller (or the controller's
successor) considers reasonable.

(4) A person must comply with a requirement made under subclause (1).

(5) A reference in this clause to the controller's successor includes a
reference to a continuing controller.

22 Controller may inspect books A controller of property of a co-operative is
entitled to inspect at any reasonable time any books of the co-operative that
relate to that property and a person must not fail to allow the controller to
inspect those books at such a time.
23 Lodging controller's accounts

(1) A controller of property of a co-operative must lodge with the Registrar
an account-

   (a)  within 28 days after the end of-

   (i)  6 months, or such shorter period as the controller determines, after
        the day when the controller became a controller of property of the
        co-operative; and

   (ii) each subsequent period of 6 months throughout which the controller is
        a controller of property of the co-operative; and

   (b)  within 28 days after the controller ceases to be a controller of
        property of the co-operative.

(2) An account must be in the form approved by the Registrar and show-

   (a)  the controller's receipts and payments during-

   (i)  in the case of an account under subclause (1)(a), the 6 months or
        shorter period, as the case requires; or

   (ii) in the case of an account under subclause (1)(b), the period beginning
        at the end of the period to which the last account related, or on the
        control day, as the case requires; and ending on the day when the
        controller so ceased; and

   (b)  except in the case of an account lodged under subclause (1)(a)(i), the
        respective aggregates of the controller's receipts and payments since
        the control day.

(3) In the case of-

   (a)  a receiver appointed under a power contained in an instrument; or

   (b)  anyone else who is in possession, or has control, of property of the
        co-operative for the purpose of enforcing a charge-

the accounts must also show the following-

   (c)  the amount (if any) owing under that instrument or charge-

   (i)  in the case of an account lodged under subclause (1)(a)(i), at the end
        of the control day and at the end of the period to which the account
        relates; or

   (ii) otherwise, at the end of the period to which the account relates-

   (d)  the controller's estimate of the total value, at the end of the period
        to which the account relates, of the property of the co-operative that
        is subject to the instrument or charge.

(4) The Registrar may, of the Registrar's own motion or on the application of
the co-operative or a creditor of the co-operative, cause the accounts lodged
in accordance with subclause (1) to be audited by a registered company auditor
appointed by the Registrar.

(5) For the purpose of the audit, the controller must furnish the auditor with
any books and information that the auditor requires.

(6) If the Registrar causes the accounts to be audited on the request of the
co-operative or a creditor, the Registrar may require the co-operative or
creditor, as the case may be, to give security for the payment of the cost of
the audit.

(7) The costs of an audit under subclause (3) are to be fixed by the
Registrar.

(8) The Registrar may if the Registrar thinks fit make an order declaring
that, for the purposes of clause 5(1), the costs of the audit are taken to be
a debt incurred by the controller as mentioned in clause 5(1) and, if such an
order is made, the controller is liable accordingly.

(9) A person must comply with a requirement made under this clause.

24 Payment of certain debts, out of property subject to floating charge, in
priority to claims under charge

(1) This clause applies if-

   (a)  a receiver is appointed on behalf of the holders of any debentures of
        a co-operative that are secured by a floating charge, or possession is
        taken or control is assumed, by or on behalf of the holders of any
        debentures of a co-operative, of any property comprised in or subject
        to a floating charge; and

   (b)  at the date of the appointment or of the taking of possession or
        assumption of control (in this clause called the relevant date)-

   (i)  the co-operative has not commenced to be wound up voluntarily; and

   (ii) the co-operative has not been ordered to be wound up by the Supreme
        Court.

(2) The receiver or other person taking possession or assuming control of
property of the co-operative must pay, out of the property coming into his,
her or its hands, the following debts or amounts in priority to any claim for
principal or interest in respect of the debentures-

   (a)  first, any amount that in a winding up is payable in priority to
        unsecured debts pursuant to section 556 of the Corporations Act (as
        applying under this Act);

   (b)  next, if an auditor of the co-operative had applied to the Registrar
        for consent to his, her or its resignation as auditor and the
        Registrar had refused that consent before the relevant date, the
        reasonable fees and expenses of the auditor incurred during the period
        beginning on the day of the refusal and ending on the relevant date;

   (c)  subject to subclauses (4) and (5), next, any debt or amount that in a
        winding up is payable in priority to other unsecured debts pursuant to
        section 556(1)(e), (g) or (h) or 560 of the Corporations Act (as
        applying under this Act).

(3) The receiver or other person taking possession or assuming control of
property must pay debts and amounts payable pursuant to subclause (2)(c) in
the same order of priority as is prescribed by Division 6 of Part 5.6 of the
Corporations Act (as applying under this Act) in respect of those debts and
amounts.

(4) If an auditor of the co-operative had applied to the Registrar for consent
to his, her or its resignation as auditor and the Registrar had, before the
relevant date, refused that consent, a receiver must, when property comes to
the receiver's hands, before paying any debt or amount referred to in
subclause (2)(c), make provision out of that property for the reasonable fees
and expenses of the auditor incurred after the relevant date but before the
date on which the property comes into the receiver's hands, being fees and
expenses in respect of which provision has not already been made under this
subclause.

(5) If an auditor of the co-operative applies to the Registrar for consent to
his, her or its resignation as auditor and, after the relevant date, the
Registrar refuses that consent, the receiver must, in relation to property
that comes into the receiver's hands after the refusal, before paying any debt
or amount referred to in subclause (2)(c), make provision out of that property
for the reasonable fees and expenses of the auditor incurred after the refusal
and before the date on which the property comes into the receiver's hands,
being fees and expenses in respect of which provision has not already been
made under this subclause.

(6) A receiver must make provision in respect of reasonable fees and expenses
of an auditor in respect of a particular period as required by subclause (4)
or (5) whether or not the auditor has made a claim for fees and expenses for
that period, but where the auditor has not made a claim, the receiver may
estimate the reasonable fees and expenses of the auditor for that period and
make provision in accordance with the estimate.

(7) For the purposes of this clause the references in Division 6 of Part 5.6
of the Corporations Act (as applying under this Act) to the relevant date are
to be read as references to the date of the appointment of the receiver, or of
possession being taken or control being assumed, as the case may be.

25 Enforcement of controller's duty to make returns

(1) If a receiver of property of a co-operative-

   (a)  who has made default in making or lodging any return, account or other
        document or in giving any notice required by law fails to make good
        the default within 14 days after the service on the controller, by any
        member or creditor of the co-operative or trustee for debenture
        holders, of a notice requiring the controller to do so; or

   (b)  who has become a controller of property of the co-operative otherwise
        than by being appointed a receiver of the property by a court and who
        has, after being required at any time by the liquidator of the
        co-operative so to do, failed to render proper accounts of, and to
        vouch, the controller's receipts and payments and to pay over to the
        liquidator the amount properly payable to the liquidator-

the Supreme Court may make an order directing the controller to make good the
default within the time specified in the order.

(2) An application under subclause (1) may be made-

   (a)  if subclause (1)(a) applies, by a member or creditor of the
        co-operative or by a trustee for debenture holders; and

   (b)  if subclause (1)(b) applies, by the liquidator of the co-operative.

26 Supreme Court may remove controller for misconduct If, on the application
of a co-operative, the Supreme Court is satisfied that a controller of
property of the co-operative has been guilty of misconduct in connection with
performing or exercising any of the controller's functions and powers, the
Court may order that, on and after a specified day, the controller cease to
act as receiver or give up possession or control, as the case requires, of
property of the co-operative.
27 Supreme Court may remove redundant controller

(1) The Supreme Court may order that, on and after a specified day, a
controller of property of a co-operative-

   (a)  cease to act as receiver, or give up possession or control, as the
        case requires, of property of the co-operative; or

   (b)  act as receiver, or continue in possession or control, as the case
        requires, only of specified property of the co-operative.

(2) The Supreme Court may make an order under subclause (1) if it is satisfied
that the objectives for which the controller was appointed, or entered into
possession or took control of property of the co-operative, as the case
requires, have been achieved, so far as is reasonably practicable, except in
relation to any property specified in the order under subclause (1)(b).

(3) For the purposes of subclause (2), the Supreme Court may have regard to-

   (a)  the co-operative's interests; and

   (b)  the interests of the holder of the charge that the controller is
        enforcing; and

   (c)  the interests of the co-operative's other creditors; and

   (d)  any other relevant matter.

(4) The Supreme Court may make an order under subclause (1) on the application
of a liquidator appointed for the purposes of winding up the co-operative in
insolvency.

(5) An order under subclause (1) may also prohibit the holder of the charge
from doing any or all of the following, except with the leave of the Supreme
Court-

   (a)  appointing a person as receiver of property of the co-operative under
        a power contained in an instrument relating to the charge;

   (b)  entering into possession, or taking control, of the property for the
        purpose of enforcing the charge;

   (c)  appointing a person so to enter into possession or take control
        (whether as agent for the chargee or for the co-operative).

28 Effect of clauses 26 and 27

(1) Except as expressly provided in clause 26 or 27, an order under that
clause does not affect a charge on property of a co-operative.

(2) Nothing in clause 26 or 27 limits any other power of the Supreme Court to
remove, or otherwise deal with, a controller of property of a co-operative
(for example, the Supreme Court's powers under clause 14).

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