Creditors' voluntary winding up procedure may be regularised; non-compliance attracts penalty but does not automatically invalidate steps taken.

Creditors' voluntary winding up required compliance with the statutory procedure, including notice to creditors, advertisement, a statement of affairs and a creditors' meeting. Non-compliance attracted the statutory penalty, but the provisions did not expressly require the winding-up process already commenced to fail for that reason. In the absence of an express consequence, the proper course was to regularise the process by convening the creditors so they could consider the liquidator's appointment, any committee of inspection and other matters required by the scheme. The winding up was therefore not set aside, and further steps were kept in abeyance pending the creditors' meeting.

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Issues: Whether non-compliance with the procedure for a creditors' voluntary winding up invalidated the winding-up steps already taken, and what interim course should be adopted pending creditors' consideration.

Analysis: The statutory scheme distinguished between a members' voluntary winding up and a creditors' voluntary winding up, and required notices to creditors, advertisement, a statement of affairs, and a creditors' meeting. The omission to follow those requirements attracted the statutory penalty, but the text of the provisions did not prescribe that the winding up must fail for that reason. In the absence of an express consequence, the appropriate course was to regularise the process by convening the creditors so that they could consider the liquidator's appointment, any committee of inspection, and the other matters contemplated by the statutory procedure.

Conclusion: The winding up was not set aside, but further steps were directed to be taken by holding a creditors' meeting and the matter was kept in abeyance pending that meeting.

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