[1] This is a petition by the petitioner to wind up the 1st respondent company ("the company") under s 218 of the Companies Act 1965 . The grounds broadly speaking are:-

(a) the company is a dormant company and has ceased to be a viable entity for more than 9 years ie, since 2003

(b) it has breached various statutory duties under the Companies Act 1965

(c) the substratum of the company has completely disappeared and gone

(d) it is just and equitable the company be wound up pursuant to s 218(1)(i) of the Act.

The petition is opposed by the 2nd respondent.

Case for the Petitioner

[2] The company was incorporated on 5 April 1984. The petitioner is a shareholder and a contributory of the company since its inception and now holds 33% of the shareholding in the company. As at 28 April 2012 the shareholding of the company is as follows:-

Th shares of the deceased shareholder are still registered in his name.

[3] The petitioner and the 2nd respondent were close personal friends and business confidants a