Re Excelroy Ltd

HCCW 303/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 303 OF 2006

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Before: Hon Kwan J in Court

Date of Hearing:  18 September 2006

Date of Judgment:  18 September 2006

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J U D G M E N T

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1.I have before me a petition presented by the Bank of China (Hong Kong) Limited against Excelroy Limited (“the Company”), based on a judgment debt of HK$808,340.85 calculated up to 12 December 2005.

2.The judgment debt was obtained in High Court Action No.  2435 of 2001 on 23 July 2001.  A demand for the debt was served on 13 March 2006 on the Company.  It was also served on the company secretary and a director of the Company at their last known addresses.  Due to the failure of the Company to fill annual returns for 3 or more consecutive years, the Company had been struck off the register of companies on 21 January 2005, when notice to that effect was published in the Gazette and the Company was dissolved.

3.In this petition, the petitioner seeks to restore the Company to the register of the Companies Registry pursuant to section 291(7) of the Companies Ordinance, Cap. 32 and that upon its restoration that the Company be wound up.

4.This petition has been served on the Registrar of Companies and I understand the Registrar has no objection to the application.  Notice of the petition as well as copies of the petition and the supporting affirmations have been served on all three shareholders and directors of the Company and the company secretary at their respective addresses given in the last annual return of the Company.  Nobody from the Company has attended the hearing today.

5.The petitioner feels aggrieved by the Company having been struck off because no investigation has been conducted into its affairs and the petitioner has no knowledge if the Company might have assets or might have improperly disposed of assets before the dissolution.

6.It seems an appropriate case to order that the Company be restored to the register of the Companies Registry and I so order.  I further order that the petitioner shall within 7 days from the date of this order delivered to the Registrar of Companies a sealed copy of the order of restoration for registration.

7.Costs of the Registrar of Companies have been agreed at HK$5,000.00 and that is to be paid within 3 days hereof.  Upon the restoration of the Company, I order the Company to be wound up.  The petitioner’s costs are to be paid out of the assets of the Company.

Mr Richard Leung, instructed by Messrs Wat & Co., for the Petitioner

Miss Vivian Yeung, for the Official Receiver