Liquidator appointment by single-member meeting fails absent clear authority; court may require an independent liquidator.

A members' meeting could not validly appoint a liquidator where only one member remained present, unless the governing statute or constitution clearly authorised a single-member meeting; the purported appointment was therefore a nullity. The text also states that, even if the appointment had been effective, the court could remove a liquidator for cause where independence was needed for the proper conduct of the winding up. Because the liquidation involved a serious family dispute and potential investigation into alleged misappropriation, the court favoured an independent office-holder. The stated result was that the challenge succeeded and the liquidation would proceed before an independent liquidator.

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Issues: (i) Whether the respondent was validly appointed liquidator at the members' meeting; (ii) Whether, in the interests of the liquidation, the Court should remove the respondent and appoint an independent liquidator.

Issue (i): Whether the respondent was validly appointed liquidator at the members' meeting.

Analysis: The vacancy in the office of liquidator was to be filled by the company in general meeting under section 286(1) of the Companies Act, 1948. A meeting of members requires the presence of more than one member unless the statute or the company constitution clearly permits a single member to act as a meeting. The authorities showed that, as a general rule, one shareholder cannot constitute a meeting, and the exceptional cases where one member may suffice depended on the wording and context of the relevant constitution or statute. On the facts, once the applicant withdrew, only one member remained present, and there was no material showing that a single-member meeting could validly transact the business in question.

Conclusion: The respondent was not validly appointed liquidator, and the purported appointment was a nullity.

Issue (ii): Whether, in the interests of the liquidation, the Court should remove the respondent and appoint an independent liquidator.

Analysis: Even if the respondent's appointment were assumed to be effective, section 304 of the Companies Act, 1948 empowered the Court to remove a liquidator for cause shown and appoint another. The circumstances disclosed a family dispute of such intensity that the liquidation, including any investigation into alleged misappropriation, required a liquidator who was wholly independent of the family. The Court accepted that the proper administration of the winding up would be served by an independent office-holder rather than by a person tied to the family conflict.

Conclusion: The respondent would in any event have been removed and replaced by an independent liquidator.

Final Conclusion: The challenge to the respondent's appointment succeeded, and the liquidation was directed to proceed before an independent liquidator to be appointed in chambers.

Ratio Decidendi: A meeting of members cannot validly transact company business with only one member present unless the governing statute or constitution clearly authorises that result, and the Court may remove a liquidator where independence is necessary for the proper conduct of the winding up.

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