Sun Honest Development (China) Ltd

HCCW 1275/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1275 OF 2004

____________

____________

Before: Hon. Kwan J. in Court

Date of Hearing: 21 February 2005

Date of Judgment: 21 February 2005

________________

J U D G M E N T

________________

1.This petition is presented by the Bank of China (Hong Kong) Limited, based on a judgment debt of HK$5,101,848.20.  The petitioner obtained default judgment on 2 January 2003 in HCA No. 3990 of 2002, for the outstanding sum due and owing from the company in question, Sun Honest Development (China) Limited (“the Company”).  As at 19 April 2004, the Company was indebted to the petitioner in the aggregate sum of HK$5,773,618.73 with interest and fixed costs.  A demand for this debt was served on the Company under section 178 (1)(a) of the Companies Ordinance, Cap. 32 on 19 April 2004.

2.In the petition, the petitioner seeks the following reliefs: that the Company be reinstated under section 291AB of Cap. 32 and that upon its reinstatement the Company be wound up.  This is because the Company has been deregistered and dissolved on its deregistration under section 291AA since 2 April 2004.  Notice of the application for reinstatement has been given to the Registrar of Companies and he has no objection to the reinstatement.

3.Section 291AA(13) provides that nothing in section 291AA should affect the power of the court to wind up a company that has been deregistered, although it is desirable that a company which has its registration cancelled should be restored to the register of companies before being wound up (Re Cambridge Coffee Room Association Limited [1952] 1 All ER 112n; In re Thompson & Riches Limited [1981] 1 WLR 682 at 685H to 686C).

4.Section 291AB(2) provides that the court may order a deregistered company to be reinstated if the application is made within 20 years by a person who feels aggrieved by the deregistration and the court is satisfied that it is just that the registration of the company be reinstated.

5.Here, the petitioner has obtained a judgment against the Company which remains unsatisfied.  The judgment was obtained even before the Company was dissolved.  The petitioner is clearly an aggrieved party in not being able to pursue the relief to wind up the Company, and it would be just to order reinstatement of the Company in these circumstances.

6.The registered office of the Company is the same as the residential address of one of the directors and both shareholders of the Company.  The petition was served on the registered office and notice of the petition was duly advertised in two newspapers and in the Gazette.  I am satisfied that the petition to wind up the Company should have come to the notice of the shareholders and at least one of the directors of the Company.

7.It is not necessary to adjourn the petition to wind up for any further notice to be given to the Company and its directors.  I therefore make the following orders:

(1)	the registration of the Company be reinstated to the register of the Companies Registry;
(2)	the petitioner is to deliver to the Registrar of Companies a sealed copy of the order for reinstatement within 7 days hereof;
(3)	the petitioner is to pay the Registrar of Companies agreed costs and disbursements in the sum of HK$6,000.00 within 3 days hereof;
(4)	upon its reinstatement the Company is wound up; and
(5)	the costs of the petitioner are to be paid out of the Company’s assets.

Miss Grace Chow instructed by Anthony Chiang & Partners, for the Petitioner

Miss Vivian Yeung, for the Official Receiver