In the Matter of the Voluntary Winding-Up of Discount Distributors Limited [2007] KEHC 3278 (KLR)

REPUBLIC OF KENYA

IN THE HIGH COURT OF KENYA

AT NAIROBI (MILIMANI COMMERCIAL COURTS)

WINDING UP CAUSE 1 OF 2007

IN THE MATTER OF THE VOLUNTARY WINDING-UP OF

DISCOUNT DISTRIBUTORS LIMITED

AND

IN THE MATTER OF COMPANIES ACT,

CAP 486 LAWS OF KENYA

R U L I N G

The company herein, DISCOUNT DISTRIBUTORS LIMITED (hereinafter called the “Petitioner”) has, by amended petition dated 16th January, 2007 sought two main orders:-

“(a)  That the voluntary winding-up of Discount Distributors Limited which commenced on 2nd January, 2007 be continued but subject to the supervision of the Honourable Court.

(b)   That an interim order for appointment of the Official Receiver as the liquidator be granted by the Honourable Court and all legal actions or legal proceedings against the company or its directors for unpaid debts by Trade creditors, dishonoured cheques or for damages or criminal charges in any court be stayed pending the winding-up of the company by the honourable court.

(c)    ------

(d)   ------”

There is as yet no compliance order by the registrar, and there is no evidence that the petition has been advertised.

The Company filed together with the amended petition a summons dated 16th January, 2007 seeking an order, inter alia:-

“(a)  --------

(b)   --------

(c)    That this being a voluntary winding-up petition which has complied with the provisions of the Companies (Winding-up) Rules, and it has been approved by the Deputy Registrar, the orders be granted as prayed in the amended petition.

(d)    ------”

I have already observed that there is as yet no compliance order by the registrar, and that there is no evidence of advertisement of the petition.  So, it cannot be said that the Petitioner has as yet complied with all the necessary requirements of the law and procedure.  But an order for appointment of an interim liquidator can be made at this stage.  I hereby appoint the Official Receiver as the interim liquidator of the Petitioner.  The Petitioner will ensure compliance with all the relevant rules under the Companies (Winding-up) Rules.  I also order that the voluntary winding-up of the Petitioner commenced by the special resolution passed on 2nd January, 2007 do continue under supervision of the court subject to the Petitioner complying with all necessary provisions of the law and procedure as to notice of the special resolution, advertisement of the petition etc., with liberty to any creditor, contributory or any other person to apply to court.  There are certain consequences under Section 224 and 225 (as read together with Section 306) of the Companies Act, Cap. 486, flowing from the winding-up.  The court does not need to make any specific orders in regard thereto.

Costs of the winding-up and of these proceedings shall be paid from the assets of the Petitioner. Orders accordingly.

DATED AND SIGNED AT NAIROBI THIS 22ND DAY OF JANUARY, 2007.

H.P.G. WAWERU

JUDGE

DELIVERED THIS 26TH DAY OF JANUARY, 2007.