9911796707
TMI Blog1936 (2) TMI 19X X X X Extracts X X X X X X X X Extracts X X X X ..... ntary winding up: other claims also were made, and an order was asked restraining the liquidator from parting with the property of the Company. It was also prayed that Mr. Barnard might file in Court the Register of share-holders and creditors, the Register of minutes and resolutions of meetings of the Company, etc. Certain matters were pointed out at the first hearing and the case was adjourned. An additional petition was filed asking for a declaration that the voluntary liquidation was illegal, ultra vires and void. I do not know what the draftsman of the petition had thought when he had added to the petition by using all this surplusage of expression, but apparently it appears to have been in the mind of the petitioner that there was s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rinciples. I do not think it was ever suggested or ever could be suggested, that a creditor had any right to interfere with the internal management of a company. The principle is stated, although the authority is not directly in point on other matters, in the case of The Southern Counties Deposit Bank, Limited v. Rider and Kirkwood. The case is not directly in point, as the decision of Lindley, L. J., and the other Lords Justices in that case very largely depended upon the fact in that case that the irregularity complained of could at any moment be set right. I am not quite sure whether that could be said in this case, but I would leave that for the moment. But in this connection it is necessary for me to state that the reason why the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t is to be noticed that the first sub-section is very limited. It speaks of determining any question arising in the winding up, and, under the second sub-section, the Court has to be satisfied that the determination of the question for the required exercise of power will be just and beneficial Thus it is quite clearly indicated in my opinion that a person has no right under section 215 of the Act to come and say that there is no such thing as winding up in particular case, that is to say, the winding up is irregular or void for another reason. The powers of a Court under that section are strictly limited to what I have described as assistance to the winding up. My great difficulty in this case however, was to understand exactly what the nat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e no power to waive any irregularity as regards the strict compliance with the law laid down in the Act and the rules made there under. It is obvious that I cannot treat the application as an application for compulsorily winding up the Company. Also rule 24 of the Rules of this Court apply equally to an application for winding up of a company by the Court and an order for the winding up under the supervision of the Court. That rule has not been complied with. In other words, the petition does not pretend to be a petition for the winding up of the Company. The only other contention put forward is to treat the application as an application fur the removal of the liquidator who has been described as a self-appointed liquidator of the company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting of the creditors held in pursuance of sub-s. (1) of section 209 in which the creditors shall determine whether an application shall be made to the court for the appointment of any person as liquidator in the place of or jointly with the liquidator appointed by the Company. Now, the petitioners in this case seem to have taken one part of the section and forgotten the remainder. In other words, as I have already pointed out, no application of that kind can be made unless the condition precedent exists, namely, a meeting of the creditors resolving that the liquidator of the Company should be removed and certain person be appointed as liquidator in place of, or jointly with him, and no such meeting or resolution has taken place or been ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
