Re Hoplik Carton Paper Factory Ltd

HCCW893/2002

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 893 OF 2002

__________________

__________________

HCCW1298/2002

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1298 OF 2002

__________________

__________________

HCCW308/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 308 OF 2004

__________________

__________________

HCCW352/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 352 OF 2004

__________________

__________________

HCCW385/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 385 OF 2004

__________________

__________________

HCCW439/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 439 OF 2004

__________________

__________________

HCCW505/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 505 OF 2004

__________________

__________________

HCCW556/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 556 OF 2004

__________________

__________________

HCCW565/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 565 OF 2004

__________________

__________________ 

HCCW721/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 721 OF 2004

__________________

__________________    

HCCW722/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 722 OF 2004

__________________

__________________

HCCW727/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 727 OF 2004

__________________

__________________

HCCW762/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 762 OF 2004

__________________

__________________

HCCW781/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 781 OF 2004

__________________

__________________

HCCW836/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 836 OF 2004

__________________

__________________

HCCW862/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 862 OF 2004

__________________

__________________

HCCW869/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 869 OF 2004

__________________

__________________

HCCW877/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 877 OF 2004

__________________

__________________

HCCW884/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 844 OF 2004

__________________

__________________

HCCW915/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 915 OF 2004

__________________

__________________

HCCW966/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 966 OF 2004

__________________

__________________

HCCW977/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 977 OF 2004

__________________

__________________

HCCW1032/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1032 OF 2004

__________________

__________________

HCCW1084/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1084 OF 2004

__________________

__________________

HCCW1096/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1096 OF 2004

__________________

__________________

HCCW1131/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1134 OF 2004

__________________

__________________

HCCW1167/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1167 OF 2004

__________________

__________________

HCCW1190/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1190 OF 2004

__________________

__________________ 

HCCW1254/2004

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 1254 OF 2004

__________________

__________________ 

HCCW124/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 124 OF 2005

__________________

__________________ 

HCCW163/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 163 OF 2005

__________________

__________________ 

HCCW237/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 237 OF 2005

__________________

__________________  

HCCW238/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 238 OF 2005

__________________

__________________  

HCCW344/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 344 OF 2005

__________________

__________________   

HCCW361/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 361 OF 2005

__________________

__________________   

HCCW366/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 366 OF 2005

__________________

____________________

HCCW402/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 402 OF 2005

__________________

____________________

HCCW410/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 410 OF 2005

__________________

____________________

HCCW419/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 419 OF 2005

__________________

____________________

HCCW433/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 433 OF 2005

__________________

____________________

HCCW444/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 433 OF 2005

__________________

____________________

HCCW476/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 476 OF 2005

__________________

____________________

HCCW479/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 479 OF 2005

__________________

____________________

HCCW495/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 495 OF 2005

__________________

____________________     

HCCW529/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 529 OF 2005

__________________

____________________    

HCCW544/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 544 OF 2005

__________________

____________________    

HCCW554/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 544 OF 2005

__________________

____________________   

HCCW566/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 566 OF 2005

__________________

____________________   

HCCW613/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 613 OF 2005

__________________

____________________   

HCCW686/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 686 OF 2005

__________________

____________________    

HCCW688/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 688 OF 2005

__________________

____________________      

HCCW706/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 706 OF 2005

__________________

____________________

HCCW725/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 725 OF 2005

__________________

____________________

HCCW739/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 739 OF 2005

__________________

____________________

HCCW758/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 758 OF 2005

__________________

____________________

HCCW804/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 804 OF 2005

__________________

____________________

HCCW845/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 845 OF 2005

__________________

____________________

HCCW867/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 867 OF 2005

__________________

____________________   

HCCW912/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 912 OF 2005

__________________

____________________   

HCCW918/2005

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 912 OF 2005

__________________

____________________     

HCCW11/2006

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 11 OF 2006

__________________

____________________

Before:  Hon Harris J in Chambers

Date of Hearing:  27 July 2010

Date of Decision:  27 July 2010

----------------------

D E C I S I O N

----------------------

1.I have before me 61 summonses issued by the Official Receiver.  The 61 applications are similar.

2.The Official Receiver seeks orders pursuant to sections 194, 196 and 204 of the Companies Ordinance that Mr Anthony Nedderman and, depending on which company is being considered, another member of his staff, be removed as liquidator from the subject company.  In addition, the Official Receiver seeks orders that the fees of the liquidators in each case be disallowed; that the liquidators be at liberty to file for the approval of the court a schedule of disbursements within 14 days from the date of their delivery up of the books and documents of the companies, but in any event not later than two months from the date of the order; that the liquidators do, within 14 days from the date of the order, deliver over to the new provisional liquidators or liquidators all books kept by them and all other books, documents, papers and accounts in their possession relating to their office of provisional liquidator or liquidator; that Mr Kong Chi-hau, Johnson, and Mr Lo Siu-kei, both of BDO Limited, be appointed the joint and several provisional liquidators or liquidators of the companies as the case may be; and finally, that the Official Receiver’s costs of each application be paid by Mr Nedderman in the gross sum of $3,085.

3.The reason these 61 applications have become necessary is that Mr Nedderman appears to have recently left Hong Kong and has not put in place any arrangements to allow his company to continue to operate and for his co-liquidators to properly carry out their office.  The assumption, which would appear to be reasonable on the basis of the evidence before me, is that he has left Hong Kong and has no intention of returning.

4.Section 196(1) of the Companies Ordinance provides that:

“A provisional liquidator or liquidator appointed under section 193 or 194 may resign or be removed by the court on cause being shown.”

The Official Receiver has locus to apply under section 196(1) of the Ordinance (see Liote Property Management Limited and Others [2006] 2 HKLRD 106)  The burden is on the Official Receiver to show good cause for the removal of a provisional liquidator or liquidator.  The statute confers a wide discretion on the court.  Cause shown is not limited to misconduct or personal unfitness.

5.In Liote Property Management, Madam Justice Kwan, as she then was, described the court’s discretion in the following terms at page 108 G to I:

“The application for removal as provisional liquidators is made under s.196(1).  By this provision, a provisional liquidator or liquidator appointed under ss.193 or 194 may be removed by the court “on cause shown”.  The burden is on the Official Receiver to show a good cause for removal.  This provision confers a wide discretion on the court.  “Cause shown” is not limited to misconduct or personal unfitness.  In the exercise of this discretion, the court may take all the circumstances into consideration and if the court finds it desirable on the whole that a liquidator should be removed, the court may remove him.  (Re per Malins V-C).  “Fair play to the liquidator himself is not to be left out of sight, but the measure of due cause as the substantial and real interest of the liquidation.”

6.As one would expect, the court has power to remove a liquidator in the interests of those with an interest in the assets without there being any personal misconduct or unfitness shown.  (See Hong Kong Company Law Handbook 11th Edition 2009 Edition page 991.)

7.Clearly Mr Nedderman’s disappearance and the cessation of the operation of his company necessitate this application and an order by the court removing Mr Nedderman and his co-liquidator and replacing them with somebody who is able to properly carry out the office of provisional liquidator or liquidator as the case may be.

8.I have therefore made orders in the terms of the 61 applications before me.  This includes disallowing Mr Nedderman’s fees as, given the failure on his part to carry out his office properly and the prejudice this has caused to the interests of the creditors of the company, in my view, it would be inappropriate to allow him to charge fees for the work that he has done to date.

9.The position is, as I have indicated by the terms of the application, different in the case of the disbursements of his company.

Miss Joyce Lam for the Official Receiver

Mr Anthony Nedderman, of Tony Nedderman & Co Ltd, the Provisional Liquidator or Liquidator (as the case may be) (in all 61 cases) (absent)

Mr Chin Kin-wah, of Tony Nedderman & Co Ltd, the Liquidator of (1) Hoplik Carton Paper Factory (in HCCW893/2002) and (2) Kin Lee Ko Construction Co Ltd (in HCCW1298/2002) (present)

Mr Yeung Alstone Yuk-man, of Tony Nedderman & Co Ltd, the Liquidators of Kooll International Consolidated Service Ltd (in HCCW722/2004) (present)

Ms Yan Miu-ping, of Tony Nedderman & Co Ltd, the Provisional Liquidator of (1) Victy Limited (in HCCW565/2004) and (2) ETC Environmental Technology Limited (in HCCW433/2005), and the Liquidator of the Companies (in the rest 56 cases) (absent)