9911796707
TMI Blog1967 (4) TMI 77X X X X Extracts X X X X X X X X Extracts X X X X ..... stantially as set out above, commented that as the ultimate result of a waiver by the new company of a debt of 8,701 owed to it by the old company, that sum found its way into the pockets of Mr. and Mrs. Turner in the liquidation of the old company, instead of into those of the creditors of the new company in the liquidation of that company; pointed out that unless there was any more to it the old company was deemed to have been dissolved on October 21, 1964, in accordance with the provision of section 290 of the Companies Act, 1948 ; his Lordship continued :] On the face of it, the two years having elapsed since dissolution, the present motion is out of time and the court has no jurisdiction to make any order upon it. Mr. Heyman, who ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t whether there is any such jurisdiction. Where there has been a de facto winding up; liquidators appointed; the accounts of the liquidators laid before a meeting, as required by the Companies Act, 1862, s. 142; a return duly made to the registrar, and the statutory period of three months elapsed, it would need a great deal of argument to satisfy me that the court can go behind the return. The provisions of the Act as to dissolution would be of-very little value if a creditor could; after that period, come and open the whole matter because, through mistake, some formality had been omitted, some creditor had not come in, or some asset had been left undiscovered. The only case in which it is desirable that what has been done should be undone ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... we could not put upon these words, 'as soon as the affairs of the company are fully wound up' the construction contended for, namely, to make that a condition precedent and construe it to mean that everything had been done which was to be done. We are of opinion that those words could not mean that if there were a single asset outstanding or a single debt unpaid, the affairs of the company were not to be considered as wound up . . . . We must put some practical and sensible meaning on the words, and in my opinion they mean 'as far as the liquidators can wind them up'; that is, when the liquidator has done all that he can to wind up the company, when he has disposed of the assets as far as he can realise them, got in the calls as far as he c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... takes the case of what he describes as "absolute fraud". There is, I think, an intervening area, that is to say, the area in which there is no fraud but the liquidator calls the final meeting before he has done all he can do to wind up the company. It is to that point which Cotton L.J. directs the comment which I have read out from his judgment in In re Pinto Silver Mining Co. 8 Ch. D. 273. However, I do not think I am concerned in the present case, on the facts, with that particular difficulty. It is quite clear from the judgments in both cases that the section cannot be construed as meaning that the affairs of the company must in fact have been fully wound up. It is at least sufficient that they should have been fully wound up so far a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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