Substratum gone and business impossible: court applies just and equitable winding-up principles and appoints liquidator.

Where a company's substratum has disappeared and its only business has become impossible to carry on, winding up may be ordered as just and equitable. The analysis notes that the company had ceased business, sold its machinery, lost its leasehold premises, and retained no realisable assets or business organisation; the provisional liquidator also reported that winding up would serve no useful purpose unless the court exercised its discretion on the basis that the company was no longer a going concern. The company was ordered to be wound up and the provisional liquidator was appointed liquidator.

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Issues: Whether the company was liable to be wound up on the ground that its substratum had disappeared and its business had become impossible to carry on.

Analysis: The petition was founded on the company's inability to pay debts and the contention that it had ceased business, sold its machinery, lost its leasehold premises, and had no remaining assets or business organisation. The provisional liquidator's report also indicated that there were no assets worth realising and that a winding-up order would not serve any useful purpose. The governing principle applied was that where the substratum of a company has gone, or its only business has become impossible, winding up is just and equitable, and the court may exercise its discretionary jurisdiction accordingly.

Conclusion: The company was ordered to be wound up, and the provisional liquidator was appointed as the liquidator.

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