Country Grandeur Ltd, (“the Company”) is, since 1 January 2019, a private company limited by shares (LTD), having two shareholders, Oliver and Megan O’Sullivan, who are husband and wife. They are the only directors of the company; Oliver is also company secretary. The company business is wedding venue hire. The Company does not own the venues, instead it has a number of contracts with country estate owners in Munster (the “Venue Owners”) whereby the Company will advertise and rent out the venue owners’ properties to wedding planners and private parties; collect the rental fee; ensure that the venue is cleaned and maintained; deduct its commission and charges; and pay the venue owners twice annually. On 1 April 2019 the Company borrowed €240,000 from Cork and Limerick Bank (“the Bank”) by way of a debenture which gave the Bank a fixed charge over the Company’s interest in its office premises at Rushbrooke, Co Cork and a floating charge over the company’s “book debts and other debts”. Under the terms of the debenture, the loan was repayable in full by “close of business” on 10 April 2019. At 1pm on 10 April 2019, the Company lodged the sum of €175,000 to the loan account in partial repayment of the loan, leaving a further €75,000 (comprising the balance of €65,000 unpaid from the capital sum, plus interest and charges amounting to a further €10,000) to be repaid by close of business that day. The Bank’s officers were satisfied that there was no real prospect of the outstanding sum being repaid by the agreed time. At 3.30pm on the same day, 10 April 2019, the Bank executed a deed of appointment of receiver which appointed Ms. Louise Reed of Brass & Reed Accountants (“the First Receiver”) as receiver under the debenture. The Bank also lodged a completed Form E8 with the Companies Registration Office at that time. By 5pm that evening the First Receiver had formally notified the Company of her appointment, as required by the Companies Act 2014, and had taken possession of the premises by having a locksmith, engaged by her, change the locks. Word of the First Receiver’s appointment must have spread quickly. At 10.00am on 13 April 2019, Mr. Jeff Buckley, another creditor of the company, and son-in-law of Oliver and Megan O’Sullivan, appointed his own receiver, Mr. Leonard Cohen FCA of Halleluiah & Co. Accountants, (“the Second Receiver”) to act as receiver under a debenture dated 2 January 2019 whereby the Company secured the repayment of a loan of €10,000 by way of a “fixed charge” on “the book debts” of the Company. The loan was repayable, by the terms of the debenture, “upon demand.” At 9.00am on 13 April 2019, Mr Buckley hand- delivered a written demand for €10,000 to the company office premises and deposited it in the company post-box. At 10.30am he returned with a notice of appointment of receiver and deposited it in the post-box. A form E8 was subsequently lodged with the CRO on 17 April 2019. A term of the 2 January 2019 debenture was that the proceeds of the book debts would be paid into a special account in the Company’s name in Cork and Limerick Bank (“the Blocked Account”), which account was to be established solely for the purpose of collecting such proceeds, and it further provided that any funds lodged to the account could only be withdrawn or otherwise used by the Company with Mr Buckley’s prior written consent. Particulars of this charge were delivered to the Companies Registration Office on 29 January 2019, and a Certificate of Registration was received from the Registrar on 13 February 2019. On 20 April 2019, the shareholders of the Company, Oliver and Megan O’Sullivan, resolved to wind up the company using the Summary Approvals Procedure under section 579 of the Companies Act 2014. On 23 April 2019, the Revenue Commissioners successfully petitioned the High Court for an order to wind up Country Grandeur Ltd under s569(d) of the Companies Act 2014 and a liquidator, Julian Norman, of Pricewaterhouse Coopers (“the Liquidator”) was appointed by the Court to the Company. When Julian, the Liquidator, attended the Company premises on 24 April 2019 he was met by the First Receiver, Louise Reed, who informed Julian that she was happy to cooperate and assist in the liquidation, though her instructions from the debenture holder were that she was to continue in her positon as Receiver unless directed otherwise by the Court. Ms Reed gave the Liquidator a copy of the Statement of Affairs of Country Grandeur Ltd that she had been preparing to the best of the information available to her; and she gave the Liquidator access to Oliver O’Sullivan’s office where it was obvious that many rental receipts and dockets were piled into a box in a corner of the room. The following details emerge from the draft Statement of Affairs prepared by Louise Reed: Assets: The Rushbrooke office premises are held under a 25 year lease on which 23 years remain. The annual rent is €42,000 paid in 12 monthly instalments of €3,500. The market value of the residue of the lease is difficult to predict. There are rumours that a firm of English solicitors are interested in looking for premises in that area on account of Brexit. If true, the lease could fetch €250,000, if sold. If not, the lease could fetch as little as €100,000. Cash at Bank - The blocked Account stood in credit to the tune of €1,900 at 4pm on 10 April; but by on 13 April the balance stood at €0 – Cork and Limerick Bank had apparently offset the credit balance against the €75,000 outstanding on the April 1 loan. The company has no money in other bank accounts – they appear to have been cleared on 2 April when the company paid the venue owners their semi-annual rental payment. Account Debtors – The books of account for the company show that €12,000 is owed to the Company by account debtors – customers who have yet to pay for venues they hired. However, a preliminary perusal of the papers piled up in Oliver’s office would suggest that the real figure owed is over €100,000 and that the books have not been kept up to date. The true figure can be worked out by going through the receipts and dockets piled up in Oliver’s office and revising the company books of account accordingly, but that will take a minimum of 7 days and will cost approximately €8,500 in accountants’ fees. Other Assets – very little to speak of; effectively nothing that could be sold on the general open market. Liabilities: Rent is due on April 30th. The following bills are due to be paid at the end of the month: Electricity - €350, Gas - €200 Mobile Telephone (24 month contract) – flat rate of €500 per month Insurance Premium - €940. Employees have not been paid wages - €5,500 is due for the first two weeks of April. Directors – Oliver and Megan - were not paid their salaries of €6,750 each in March or April. Cork and Limerick Bank - €73,100 Jeff Buckley - €10,000 The Revenue Commissioners are owed €48,600 in respect of Corporation Tax. There is also the question of any professional fees to be paid, including the Receivers’ fees, the Liquidator(s)’ fees and any legal advisors’ fees. It further appears to Julian from the books and documents of the Company that the purpose of the €240,000 loan from Cork and Limerick Bank was to settle a dispute with one of the venue owners. Apparently one of the venues was damaged whilst in the Company’s care. To avoid litigation, the Company agreed to buy the venue from the Owner for the sum of €240,000, though it may have been worth less than that, since it then sold the premises for €175,000 and lodged the proceeds to the Bank on 10 April 2019, as noted above. Julia has discovered that the Company’s original contract with the venue owner contained a clause whereby Oliver and Megan personally accepted liability for any damage caused to the venue whilst in the Company’s care. Today, Friday 26 April, 2019, Julian, the Liquidator, was approached by a Mr Mike O'Sullivan, purporting to be the liquidator appointed by the members of the Company on 20 April 2019. He says that an American company is proposing to the buy Company from Oliver and Megan in return for shares in the American company and he sees no reason why that merger should not go ahead. Brief Julian approaches you for legal advice. He is particularly concerned about his position as liquidator vis a vis the other liquidator and the two Receivers; he is unsure of the steps he might take to gather in and secure the assets of the company pending liquidation; and he is confused about the order in which he should distribute the assets of the company; but he realises that there may be more to the situation and he welcomes any other advice you might have on his current position and the task that lies ahead of him. Advise Julian, supporting your answer with reference to case law and statutory provision.