WINDING UP – COMPANIES ACT, 1981 – WHETHER COMMITTEE OF INSPECTION CAN BE COMPRISED OF SOLE CREDITOR – DE FACTO COMMITTEE OF INSPECTION
The Official Receiver/Provisional Liquidator applied by Summons for directions from the Court following the first Meeting of Creditors. One matter of legal principle was drawn to the Court’s attention in that only one very significant creditor had voted in favour of the key resolutions to: (1) appoint the Joint Liquidators of the Company; and (2) to appoint a Committee of Inspection comprising only of that substantial creditor.
The difficulty with the second resolution, which was duly passed as an administrative matter, was the doubt surrounding whether or not a committee of inspection under Bermuda law could be constituted by a single creditor. The Chief Justice noted that the position was not made explicit by our legislative scheme, but looking at key statutory provisions, he noted that it was inferred that Parliament envisaged that a committee, consistent with the natural and ordinary meaning of the word ‘committee’, would consist of more than one creditor.