DOMINION CEMENT COMPANY

Dominion, Volume 11, Issue 267, 31 July 1918, Page 6

DOMINION CEMENT COMPANY

SHAREHOLDERS PETITION FOR INVESTIGATION. . By Telegraph—Press Association. Auckland, July 30. i Tho hearing of the petition of certain shareholders to have the Dominion Portland Cement Company, Limited, in voluntary liquidation, compulsorily, wound up, was oontinued at the Supreme Court to-day. • Dr. H. D. Bamford, formerly legal agent in Axiokiand for the petitioners, called out of normal order by Mr. Reed, stated that he was present at a meeting in Mr. Gerard's office on January U to discuss a, possible settlement and the. withdrawal of the motion to restrain' Qio sale of tho assets and the present petition before the Court. There was much discussion on the point whether anything could be done for the preference and ordinary shareholders upon winding up. This point wns much stressed by Dr. Lovinge, one of the prespht petitioners. A resolution was passed favouring the proposal to recoup the ordinary shareholders to the extent of one-quarter.' of their shares, and the preference shareholders to tho full extent. , After further discussion, Dr. Levinge said that as Mr. H. B. Williams, on behalf of the debenture-holders, jmd promised to do the best possible, he would favour the withdrawal of the petition. Witness thought that all the parties went on the assumption that the holders of the .£36.000 issue of debentures -would have a cause of action to recover their money. No definite proposal was made regarding them. .

x Mr. Reed, for the liquidator, argued against tho suggestion that the liquidator was opposed to the present, proceedings. At a meeting at Christchurch, at which the liquidation was decided upon, 53 shareholders were present or represented. They held 42,980 ordinary shares. Tho only opposition was from three shareholders holding less than 3000' ordinary shares. ' Compulsory winding up was now asked for by fourteen shareholders, holding 10,G50 shares. Counsel contended that the liquidator therefore must assume that the general body of shareholders desired voluntary liquidation. The liquidator was unanimously appointed at a' meeting attended by shareholders and debenture-holders representing 134,G5l shares. Counsel submitted that it was not right- to suggest that the liquidator was doing wrong in opposing the petition. It was liis duty to consider the best means of disposing of the assets. At the time of the liquidatiou 135,000 was owed to secured creditors, and -£132,000 to unsecured creditors. Mr. Reed said that any relief against the directors which the petitioners might be entitled to could secured through n civil court by an action for damages. ,It was not necessary for them to secure an order for compulsory liquidation. Counsel quoted English cases showing that the Court of Appeal refused to issue an order for compulsory liquidation when voluntary liquidation was already existing, except where it could bo shown that there would be a substantial surplus after the payment of debts.

On behalf of the directors, Mr. Cainpboll said there was no allegation in the petition to justify the Court'in granting the order. If the petitioners had applied to the directors for information regarding the operations of the company and had Jjeen" refused, or had applied to the liquidator for an.investigation to be made, and had been refused, they might havo had some reason to expect to succeed in the present action, or if they had made application for an examination of the directors, or if the liquidation had not been completed, and there were still realisable assets, the Court might then bo justified in making an order. Counsel complained that the petition was too indefinite, rind should specifically etato the grounds of the alleged misconduct.