You have been appointed as the liquidator to wind up Sodexo Company Ltd. Your responsibility is to carry out the process of winding according to the Company Act of Fiji, 2015. In your answer you must provide what you will do in each stage of the process in light of the facts above.

What are your responsibility to Company, the Shareholders, the debenture holders, the creditors and any others?

You may also refer to case law where appropriate statutory provisions are not provided or both.

#lengthy homework ! help!

Scenario

Sodexo Company Ltd is a public company and has been in operation for the last fifty years. It is a financial company that provided loans on a commercial basis. Sodexo Company Ltd employed close to 1000 employees and the value of the Company was $250 million in 2018. However, in 2019 majority of the larger and influential clients began to default on their loan repayments due to the global recession.

There were 50.000 paid up shareholders in the Company of which 40,000 were ordinary shares and 10,000 preferred shares. Sodexo Company Ltd is also indebted to number debenture holders.

In 2015, the Managing Director of Sodexo Company Ltd against the express wishes of his fellows Directors and without the knowledge of shareholders made a major decision that adversely affected the financial status of the company and its impact to some extent perpetuated the current status of the company.

The year 2020, was much worse as the company could not carry out its ordinary business and could not pay its employees as well as contractors. Its taxes remained outstanding from 2018, as the Inland Revenue and Sodexo were disputing the tax, but a substantial tax remained outstanding.

During the last five years Sodexo Company Ltd had taken three mortgages that remains outstanding and are as follows:

(i). In 2015 for a sum of 10 million from Bank of America;

(ii). In 2016 for $30 million from Credit Suisse and

(iii). In 2017 for $50 million from Deutsche Bank.

Both shareholders and creditors of the Company were anxious about the financial situation of the Company and their investments in the Company.

In May 2021, Sodexo became insolvent as it was unable to carry out its day to day function and according to its Articles of Association.

The Directors of the Company agreed to wind up the Company.