Taylor J:

The facts sufficiently appear from the judgment.

This was an application to confirm the appointment of a liquidator.

The company had only seven or eight shareholders.They sold their principal asset to another company, apparently for cash; they held a meeting and resolved to go into liquidation.They estimated that after paying all the company's debts there would a substantial surplus for distribution to shareholders.One of the directors was appointed liquidator.He rejected a claim and the creditor applied to the Court, by Originating Summons, to reverse his decision.The liquidator instituted several suits against debtors to the company.While these proceedings were pending it was pointed out that the directors had never delivered to the Registrar of Companies a declaration of solvency under s. 223 Of the Companies Ordinance.On this ground the validity of the liquidator's actions was challenged and all these proceedings in Court were, at least temporarily, deadlocked.

The liquidator then applied to the Court to confirm his appointment.

Apart from the deadlock, the affidavit in support of the application disclosed several matters which called for investigation and the