WINDING UP OF COMPANY.

Press, Volume LXIV, Issue 19480, 29 November 1928, Page 16

WINDING UP OF COMPANY.

PETITION TO COURT. SHAREHOLDERS AND DIRECTORS AT VARIANCE. (press association telegram.) DUNEDIN, November 28. At the conclusion yesterday of the hearing of the case in which a petition was presented to the Supreme Court seeking the winding up of the Southland Woollen Mills, Ltd. (Gore), Mr Justice Macgregor suggested that counsel should get together and let him know the actual figures in respect to a vote of shareholders on the question of winding up. This morning, Mr F. B. Adans, for the company, submitted a list of figures to his Honour. Mr Adams said that the 41,600 votes which petitioners claimed to have on their side included votes obtained since the filing of the petition. There was a serious deduction which he claimed should be made. In the first place, there were unsigned voting papers. Mr Barrowclough claimed that the Court had always exercised its right in cases of companies that had not started business within one year after incorporation; In 1 regard to the unsigned voting papers objected to, he claimed that the shareholders had ex* pressed their wishes. The voting papers were sent out by him from his office to the addresses of shareholders as given in the list supplied from the company. There was no evidence to say that the papers went to anybody but those to whom they were addressed, and it was reasonable to assume that- they were sent back by the people to whom they were sent. The shareholders had submitted their wishes in a certain way, and it was for the Court to say whether the method of obtaining those wishes was satisfactory. He submitted that the Court was not bound to any decision, as to the method of obtaining their wishes. He submitted that all votes objected to should be counted, otherwise the Court would submit an artificial rule, which would defeat the very object of the Act. Even if the papers submitted by tho agents were abandoned, petitioners would still have 40,900 votes, which gave them a substantial majority. The directors did not now intend to carry out the original purpose of the company. They proposed a weaving mill, for which tops would have to be imported, and not a woollen mill. The great body of the shareholders had never had the latest proposition put before them. In the last few months the directors had acted altogether with blameworthy precipitance. As soon as they realised that the petition was likely to become a reality, they saw that they had to get something up in brick and mortar. Now they wanted to present the shareholders with half a mill. His Honour intimated that he would take time to consider his decision. Mr Barrowclough said he was concerned about the machinery contract. He suggested that the contractors at Home should be cabled, to endeavour to have the order held over. Mr Adams said that Mr Barrowclough had already written to the agents here about it. Mr Barrowclough: They said they were not concerned with a small body of shareholders—a reply I more or less expected. His Honour, who referred to the correspondence in which the directors had been informed that a petition was to be lodged, said he could not make any order as suggested by Mr Barrowclough. In spite of the correspondence the directors had seen fit to order expensive machinery.