LIU YIU KEUNG STEPHEN AND ANOTHER v. REGISTRAR OF COMPANIES

HCMP 1098/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO. 1098 OF 1004

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J U D G M E N T

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1. This is a Notice of originating motion issued by the former liquidators of Stonehenge Telecom Hong Kong Limited ("the Company") under section 290(1) of the Companies Ordinance, Cap. 32, seeking an order the dissolution of the Company be declared void. The purpose of the application is to distribute the assets that have subsequently accrued to the Company after its dissolution in January 2003. The application was made within two years of the date of dissolution. The respondent is the Registrar of Companies and he has written to the applicants' solicitors confirming acceptance of a draft order to be made on this application. The Registrar of Companies has authority to act for the Government in bona vacantia cases, as advised by a letter of the Department of Justice to the applicants' solicitors in which reference was made to a circular of the Law Society to this effect dated 10 December 2001.

2. The Company was wound up voluntarily by a special resolution passed at an extraordinary general meeting on 10 July 2001 and the former liquidators were appointed the same day. It was a creditors' voluntary winding up.

3. On 24 July 2001, the former liquidators lodged a proof of debt for the Company in the liquidation of a related company, Stonehenge Telecom Singapore Pte Ltd ("STS"), which is also in creditors' voluntary liquidation. The amount claimed in the proof of debt was HK$2.7 million odd, equivalent to about S$609,000.00 odd.

4. Before the final meetings of members and creditors of the Company on 9 October 2002, the former liquidators were told by the liquidators of STS that it was unlikely for the Company to receive any dividend in the liquidation of STS.

5. On 16 October 2002, the return of the final meetings as well as the liquidators' final statement of account were filed with the Companies Registry. By virtue of section 248(4), the Company was dissolved on 16 January 2003.

6. On 13 January 2004, the former liquidators received a letter from the liquidators of STS informing them the proof of debt of the Company was adjudicated in the sum of S$445,553.47 and it was proposed to pay a dividend of about S$82,000.00 to the Company. Subsequent correspondence with the liquidators of STS confirmed that the dividend is likely to be a first and final dividend and that once the former liquidators have obtained a court order reinstating the Company, the liquidators of STS would be in a position to distribute the dividend to the Company.

7. It is appropriate that I should grant relief in these circumstances. I also make an order to re-appoint the former liquidators as the liquidators of the Company pursuant to my power under section 252(1).

8. I therefore make the following orders:

(1) the dissolution of the Company is declared to have been void;

(2) the applicants are to be appointed the liquidators of the Company;

(3) a sealed copy order is to be delivered by the applicants to the respondent for registration within 7 days hereof;

(4) upon the delivery of the sealed copy order to the respondent, if the name of the Company is the same as or, in the opinion of the respondent, too like a name appearing at that time in the index of company names maintained by the respondent, the applicants shall arrange for the change of the name of the Company within 30 days of the notice that may be issued by the respondent directing the Company to change its name;

(5) the applicants shall file with the respondent all outstanding liquidators' statements within 30 days hereof;

(6) the applicants shall pay the costs of the respondent in the sum of HK$4,000.00 within 3 days from the date hereof, being the agreed costs and disbursements in lieu of taxation and the said sum be paid out of the assets of the Company; and

(7) the costs of this application be paid out of the assets of the Company, to be taxed if not agreed.