Compulsory winding-up discretion requires full evidence, with creditors' wishes and interests considered on a fresh hearing.

A compulsory winding-up order cannot be sustained where the liquidator is wrongly prevented from adducing relevant evidence, because the court then lacks the full material needed to exercise its discretion properly. The decision also rejects any universal rule that a voluntary winding up controlled by shareholders must always yield to creditors' interests. The creditors' wishes, including any preference for reconstruction, are a relevant factor under the statutory scheme and must be considered on sufficient evidence at a fresh hearing. The earlier orders were set aside and the petition was remitted for retrial on the evidence to be adduced.

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Issues: (i) Whether the refusal to allow the liquidator to lead evidence meant that the order for compulsory winding up could not stand; (ii) whether the wishes of the creditors were a relevant matter requiring reconsideration at a retrial.

Issue (i): Whether the refusal to allow the liquidator to lead evidence meant that the order for compulsory winding up could not stand.

Analysis: The refusal to permit the liquidator to call the evidence he desired meant that the trial judge did not have the full material necessary to exercise the discretion to order a compulsory winding up. The decision also proceeded on a view that a voluntary winding up controlled by a shareholder could not continue in the interests of creditors, but that proposition was not accepted as a universal rule.

Conclusion: The order for compulsory winding up could not stand.

Issue (ii): Whether the wishes of the creditors were a relevant matter requiring reconsideration at a retrial.

Analysis: Under the statutory scheme governing voluntary winding up, the court may consider whether the winding up can continue with due regard to the interests of creditors and may have regard to the wishes of creditors proved by sufficient evidence. The creditors' wishes, including any preference for reconstruction, were therefore relevant and had to be considered on the evidence at a fresh hearing.

Conclusion: The creditors' wishes were a relevant matter and were left open for determination at the retrial.

Final Conclusion: The appeal succeeded, the earlier orders were set aside, and the petition was remitted for a fresh trial on the evidence to be adduced.

Ratio Decidendi: A winding-up order made without allowing relevant evidence to be adduced cannot be sustained, and the court must consider the creditors' wishes and interests on the basis of the full evidence before exercising its discretion.

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