At the Federal High Court, Enugu, the petitioner/respondent Francis Umeadi Onyekwelu brought a petition for the winding up of the 1st respondent - TAPP INDUSTRY LIMITED. The other parties in the petition were the 2nd to 6th respondents who in the affidavit in support of the petition were said to be shareholders in the 1st respondent company.

In the affidavit in support of the petition, the petitioner deposed that one Chief Anakwenze (the 7th respondent in the court below) and himself agreed to form the 1st respondent company. At the time they so agreed, the said Chief Anakwenze was a public servant. Chief Anakwenze therefore put up the names of 2nd to 6th respondents, his close relations as shareholders. The share position was N90,000.00 for the petitioner while the 2nd to 6th respondents (i.e. Anakwenze's nominees) had a combined N=60,000.00 worth of shares.

In writing this judgment I have relied on the record of proceedings filed by the appellants in appeal No. CA/E/155/89 who are also the appellants in the appeal under consideration. We had allowed the appellants in this appeal a departure from the rules to enable them compile the records of appeal themselves. They compiled one. However, the lower court later compiled the records of appeal in another appeal filed by the appellants. The records compiled by the lower court are legible and truly chronological as against those compiled by the appellants which lack these qualities. The references in this judgment to pages of the records of proceedings are to the records in CA/E/155/89.

By an application filed on 12-4-88 sought to be made parties to the winding up proceedings. In the affidavit in, Chief Anakwenze and AGATAPP INDUSTRY LTD. support of the Application, the applicants explained inter alia that the 2nd applicant company had taken over the premises hitherto being used by TAPP 1ND. LTD. (subject of the winding up petition) and that the premises was built by the 1st Applicant. On 15-4-88, the learned trial Judge Ofili, J. made an order joining as 7th and 8th respondents to the petition Chief Anakwenze and AGATAPP Ind. Ltd.

The Court visited the factory site at Abagana on 16-4-80. Following the I visit, the Court clerk deposed to an "affidavit of inventory" of the items of; properties found at the site. This affidavit was however challenged later by an affidavit sworn to by the 7th respondent.

On 20-9-88, the lower court, with the consent of parties appointed Mr. Chike Ofodile SAN as the provisional liquidator for the 1st respondent company. His powers were defined and restricted and stated to include amongst others: Right" to I call for documents and items pertaining or belonging to TAPP Industry Ltd. and the parties shall surrender them".

On 2-12-88, the provisional liquidator applied by motion ex parte for an extension of the time within which to complete the winding up of the 1st respondent. The Court in granting the order stated, inter alia:

"The liquidator has power to go into the land inhabiting TAPP Industries now being referred to as Agatapp and seal off; if necessary and items he considers fit so to do or remove for safe keeping within his custody any items he deems necessary"

On 12-12-88, the provisional liquidator by another application ex parte prayed for an order of court that he be at liberty to remove and take control and possession of all Tapp Industries Ltd. property listed in the affidavit in support of the motion and to keep same in a safe place. The application was heard and granted on the same day.

On 16-12-88, the 2nd to 8th respondents brought an application that the orders made by the court on 5-12-88 and 12-12-88 be set aside on the ground that they were not granted a hearing, before the orders which prejudicially affected them were made.

In its ruling, the lower Court refused the application. In doing so, the trial Judge also ordered the 4th and 7th respondents/appellants to write a letter of apology to the agent of the liquidator for a complaint made against him to the police by the 4th -7th respondents which the trial Judge found offensive.

The respondents felt dissatisfied and appealed to the Court of Appeal. Section 218 of the Companies Act, 1968 states as follows:-