PORTLAND CEMENT COMPANY

Dominion, Volume 11, Issue 296, 3 September 1918, Page 7

PORTLAND CEMENT COMPANY

•VViNDiNG-DP TO CokttXDE UNDER COURT Slfl»l!RVlSIO>f. By I'elecranli.—Press Association Auckland, Septeinber 2. Judgment ivus delivered to-day by Mr. Justice. Cooper in the petition of certain shareholders in tho Dominion Portland Cement Co., Ltd., for the wimling-up of the company. In the course of an exhaustive judgment. His Hoilour said: "iVo questions of law which iJw Coui;t has to tlemde are:— (1) 'Whether the Court has jurisdiction to order the company til l!.: wdiltitl up either c'bmpulsorifj or ulidr! , tlie supervision of the Court; (2) whether, if it lias, 'the ■ circumstances justify", the Court in exercising that- jurisdiction. In the present case, iii, my o;)i)iirtn, tlio first question must bo answered affirmii--tivcly. Some of tho petitioners .are creditors, aivd all of them paid-up shareholders.' Creditors of it (ionipahy in Voliihtary liqtiidatioii ait! iiiidoiible'dly entitled to ask the Cotlrt to interpose, and under' certain circumstances ; so are also pid-up shareholders. Tlie present case is il unique one. ■ Tho company, although formed nearly six years ago, only commeilcod abtUal manufacturing operations last year, and very'shortly after went into voluntary liquidation. It has since its formation spent iibmtt £400,000, inoro than hat'i of which was borrowed money. Its assets were stated iu. :i statemont of affairs of November 15, 1817, at ii vfiluc of over £390,000. They were sold at. auction by the liquidator, Upoli tho' basis that they wei'e eliciimberaiKies, at a gross price of. £137,750, being a quarter of a milliou less than the nominal value. The sale was clearly in the iuterest of the debenture-holders, although it was nominally conducted by the liquidator, and the pilrclitiser ivas tho receiver for tihb debenture-holders. The whole <f tho paid-up capital of tlio shareholders, anioiilitiiig to closo on £3(X),000j is lost, if tlie.stilo is a valid sale. J think the circiiiiistaiices suri'ouniling this sale require investigation, but apart from tin's 1 ain of opinion that for reasons precisely stated the affairs of the company froni the time of its formation require investigation, and that there is no reasonable prospect that this investigation ivill do made unless tho liquidation, is brought under tho control of the Court. lam satisfied that the Court has jurisdiction to make an order in this case, and in my opinion the rights of tlie petitioners will be prejudiced if an order is not made, and, therefore, I think the Court can properly exercise that jurisdiction. Under i-Seetioi! L'3s the Court may, iu lieu of milking « compulsory order, moke an order that the wiilding-np shall continue, subject to the supervision of th<* Court, with liberty to creditors, coiitribiitories, or others to apply to tho Court: 1 think a supervision order is proper to make in the present case. 1 closire to say that, while in my opinion the past management of the company requires there is Uo evidence that the directors have been guilty of any fraud or personal dishonesty." The question of costs wits , reserved.