RE CAPITAL SHIPBROKERS LTD (the “Company”)

HCCW 222/2016

[2019] HKCFI 573

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) PROCEEDINGS NO 222 OF 2016

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D E C I S I O N

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1.  This is an application by the liquidators by summons pursuant to rule 143 of the Companies (Winding-up) Rules, Cap 32H for orders that the liquidators be authorized to make a return to the company’s contributories and that all residual assets of the company after settlement of all payments be returned to the only two contributories.

2.  The company was wound up by the court on 14 September 2016 upon the petition of the minority shareholder, ICAP Shipping Tankers Limited (“ICAP”), on the basis of a relationship breakdown and unresolved disputes with the majority shareholder, Perfecta. 

3.  The court has dispensed with the need for a settlement of a list of contributories of the company.  Only Perfecta and ICAP are contributories within the meaning of section 171, Cap 32 and they are the persons entitled to distribution in this case. 

4.  This is a situation of a solvent liquidation.  Assets have been recovered by the liquidators and no further recoveries are expected.  The recovered assets are in the total sum of HK$17,556,545.46.  There are no claims from creditors expected as at the date of the summons despite advertisements inviting the creditors to file claims.  Professional fees have been taxed and settled.  Provision has been made for additional professional fees and release fees payable by the liquidators to finalize the liquidation and the ultimate dissolution of the company pursuant to section 226A of Cap 32. 

5.  There is further request from the Official Receiver to make provision for ad valorem fees in the sum of HK$57,620 to which the liquidators have made provision. 

6.  The liquidators also identified amounts owing to the company by Perfecta in the sum of US$371,251.31.  This amount has been taken into account in calculating the dividend payable to Perfecta as contributory.

7.  Both contributories have raised no objection to the proposed distribution in accordance with their shareholding, ie ICAP, 47.5% and Perfecta, 52.5%. 

8.  The Form 74 attached to the summons was prepared pursuant to rule 143 of Cap 32H, Companies (Winding-up) Rules. 

9.  Having considered the materials before me, I am satisfied that the proposal made by the liquidators was appropriate.  I therefore make an order in terms of paragraphs 1 and 2 of the summons. 

(Discussion re costs)

10.  So costs of the application be paid out of the assets of the company. So that is paragraph 3 of the summons as well.