RE KIMBERLY GOLD LTD

HCCW 449/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 449 OF 2004

____________

____________

(Heard Together)

_______________

J U D G M E N T

_______________

1. These petitions are presented by the Bank of China (Hong Kong) Limited, as the successor corporation to The National Commercial Bank Limited.

2. The petitioner seeks an order in each of the proceedings that the companies concerned, Kimberly Gold Limited and King Team Development Limited, be restored to the register of companies and then be wound up by the court. The petitioning debt in both petitions is the same. It is a judgment debt obtained in HCMP No. 3022 of 1998 on 24 November 1998. In respect of Kimberly Gold Limited, this company has been struck off by the Registrar of Companies under section 291(6) of the Companies Ordinance, Cap. 32, when on 18 January 2002 a notice to that effect was published in the Gazette. Likewise, King Team Development Limited was also struck off by the Registrar of Companies under the same provision when a notice to that effect was published in the Gazette on the same date.

3. The petitions were adjourned on 21 June 2004 as an issue was raised by the Official Receiver that the Secretary for Justice and the Registrar of Companies should be notified of these proceedings, as there might be property vested in the Government as bona vacantia when the companies were struck off. Notice of these proceedings has since been given to both the Secretary for Justice and the Registrar of Companies. The Secretary for Justice indicated by letter dated 25 June 2004 that the Registrar of Companies has the authority to act as agent on behalf of the Government in bona vacantia cases. The Registrar of Companies stated in his letter dated 6 July 2004 that he has no objection to the proposed restoration of the companies pursuant to O.102 r. 5(1)(i) of the Rules of the High Court and does not intend to attend the hearing.

4. There is clearly power to wind up a company the name of which was previously struck off the register of companies (see Re Cambridge Coffee Room Association Limited [1952] 1 All ER 112; Re Thompson & Riches Limited [1981] 1 WLR 682; section 291(6)(b) of Cap. 32; and O. 102 r. 5(1)(i) of the Rules of the High Court). There being no opposition from any interested party, it is appropriate that I should grant the reliefs sought by the petitioner. I therefore order in each of the proceedings that the name of the company be restored to the register of companies and each of the companies be wound up by the court.

5. The petitioner's costs are to be paid out of the assets of the company in each of the proceedings.