Provisional Liquidator Of Tapp Industries Limited & Anor. V. Tapp Industries Limited & Ors (1995)

LAWGLOBAL HUB Lead Judgment Report

OGUNDARE, J.S.C. 

The narrow question that calls for determination in this appeal is whether a provisional liquidator appointed by the court for a company can apply ex parte to the court for extension of time to complete his assignment and for an order to take custody of the company’s property for safe keeping.

Francis Umeadi Onyekwelu a shareholder in Tapp Industry Limited had filed a petition in the Federal High Court holden at Enugu (Ofili, J.) for the compulsory winding-up of the company. The 2nd – 6th respondents who are the other shareholders, in the company, are joined in the petition as respondents. The company itself is the 1st respondent. The 7th and 8th respondents, were on their application joined as respondents in the proceedings by order of the trial court. With the consent of all the parties, the court, by order, appointed Mr. Chike Ofodile, S.A.N. as provisional liquidator to the company. Because of the importance of the order to the determination of this appeal, I need to set it out at this stage. The Order reads:-

“Upon this civil matter coming before the court and in compliance with the court’s Order of 8th day of August, 1988; and after hearing Mr. J.C. Okonkwo (with him Mr. M.U. Echeozo and Mr. F. Onyekwelu) of counsel to the petitioner and Dr. Ibik (with him Miss A.C. Ugwumba) of counsel to the respondents agreeing to the court’s nomination of Mr. Chike Ofodile, S.A.N. as a provisional liquidator, after full consultation with their clients.

IT IS HEREBY ORDERED AS FOLLOWS:-

1. That Mr. Chike Ofodile, S.A.N., a former Attorney General of the Federation and a counsel resident at Onitsha is hereby appointed a provisional liquidator on agreement by both parties and counsel.
2. That the provisional liquidator is vested with the power to appoint any Chartered Accountant of his choice from and within Anambra State, excluding the Six Chartered Accountants previously suggested and rejected by both parties.

For the purpose of clarity, these names are as follows:-

(i) Messrs. Lancaster Okoro and Company

(ii) Messrs. O. I. Nnam and Company

(iii) Messrs. Innocent Dike Eniribe and Company

(iv) Messrs. Onochie-Amobi and Company

(v) Messrs. Akintola-Williams and Company

(vi) Messrs. Izunwanna and Company

That the parties shall surrender to the provisional liquidator, documents of all descriptions, related to and pertaining to Tapp Industry Limited. All the parties shall further surrender documents and items belonging to Tapp Industry Limited, right from the date of incorporation up till and including the date of completion of his assignment as liquidator.

4 .That the liquidator shall have the power to assign or delegate any person or persons to undertake any special duties, bearing in mind that he assumes full responsibility for anything done in respect of the assignment.