THE COMPANIES ORDINANCE, 1972

Petition for winding up and effect thereof

207.—(3) An application to the court for the winding up of a company shall be by petition presented, subject to the provisions of this section, by : —

(a)   the company ; or

(b)   any creditor or creditors (including any contingent or prospective creditor or creditors) ; or

(c)   any shareholder; or

(d)   any contributory ; or

(e)   any debenture holder ; or

(f) any persons belonging to two or more of the foregoing categories together; or

(g) the Registrar under section 190(3).

(2)  An application for the winding up of a company on the ground set out in paragraph, (e) of section 205 may be made only by a shareholder of the company.

(3)  The court shall not give a hearing to a winding up petition presented by a contingent or prospective creditor, or by a contributory who is not a shareholder or a member of the company at the date when the petition is presented to the court, until such security for costs has been given as the court thinks reasonable and until a prima facie case for winding up has been established to the satisfaction of the court.

(4)  Where a company is being wound up voluntarily, a winding up petition may be presented by the Official Receiver as well as by any other person authorised in that behalf under the other provisions of this section, but the court shall not make a winding up order on the petition unless it is satisfied that the voluntary winding up cannot be continued with due regard to the interests of the creditors or con tributaries.

(5) For the avoidance of doubt it is hereby declared that a person who has applied to the court for the winding up of a company may have a caution stating the date of the winding up petition and the name of the petitioner entered against every parcel of land of which the company is the registered proprietor under the Land Registration Ordinance, 1965.

208.—(1) On hearing a winding up petition the court may dismiss it, or adjourn the hearing conditionally or unconditionally, or make any interim order, or any other order that it thinks fit, but the court shall not refuse to make a winding up order on the ground only that the assets of the company have been mortgaged or charged, or are subject to privileges under articles 2101, 2102 or 2103 of the Civil Code, to a total amount equal to, or in excess of, the value of those assets, or that the company has no assets.

(2) Where the petition is presented by a creditor, shareholder, contributory or debenture holder of the company on the ground that it is just and equitable that the company should be wound up, or by a shareholder of the company on the ground set out in paragraph (e) of section 205, the court, if it is of opinion—

(a)   that the petitioner is entitled to relief either by winding up the company or by some other means ; and

(b)   that in the absence of any other remedy it would be just and equitable that the company should be wound up;

shall make a winding up order, unless it is also of the opinion both that some other remedy is available to the petitioner, and that he is acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy.