THE COMPANIES ORDINANCE, 1972

(ii) Winding up by the Court

Cases in which a company may be wound up by the court

205. A company may be wound up by the court if—

(a) the company has by special resolution resolved that the company be wound up by the court;

{b) the company does not commence its business within a year from its incorporation or suspends its business for a whole year :

(c)   the number of members is reduced below two;

(d)   the company is unable to pay its debts ;

(e)   the company is a proprietary company and a ground exists on which the court may make an order expelling a member (other than the petitioner) from membership of the company;

(f)   the court is of opinion that it is just and equitable that the company should be wound up.

206. A company shall be deemed to be unable to pay its debts—

(a)   if a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding one thousand rupees then due, has served on the company, by leaving it at the registered office of the company, a demand under his hand requiring the company to pay the sum so due, and the company has for three weeks thereafter neglected to pay the sum, or to secure or compound for it to the reasonable satisfaction of the creditor; or

(b)   if execution or other process issued on a judgment, decree or order of the court in favour of a creditor of the company is returned unsatisfied in whole or in part; or

(c)   if it is proved to the satisfaction of the court either—

(i) that the debts of the company immediately due exceed in total the value of the company's readily realisable assets, that is to say, its holdings of cash, bank notes, Treasury bills, securities quoted on a stock exchange in Seychelles or on a recognised overseas stock exchange, and money deposited at a bank in Seychelles being money which is repayable on demand or upon not more than fourteen days' notice ; or

(ii) that the present value of all the debts and liabilities of the company (after discounting the amount of those which are not immediately due at the rate of five per cent per annum from the date when they will or may become due) exceeds the value of the company's readily realisable assets plus the present value of its other assets (after discounting the realisable value of those assets at the rate of five per centum per annum from the earliest date when it is likely that they would be realised if the company were wound up): or

(d) if it is proved to the satisfaction of the court that the company is otherwise unable to pay its debts, and, in determining whether a company is unable to pay its debts, the court shall take into account the contingent and prospective liabilities of the company.