M. A. OWOADE, J.C.A (Delivering the Leading Judgment): This is an appeal against the ruling of the Federal High Court (Calabar Division) delivered by Hon. Justice A. O. Ajakaiye on 20th October, 2004. The facts giving rise to the action at the lower court were as follows: In June 2001, the directors of Calabar Cement Company Limited were by a special resolution authorized to present a petition for the voluntary winding-up of the company at the Federal High Court, Calabar. The petition was duly presented for the winding-up of the company subject to the supervision of the Court.
Upon the application of the shareholders, the respondent was appointed by the court as provisional liquidator of the company subject to the terms of reference annexed to the application. When the affairs of the company were fully wound up, a final general meeting was held on the 16th July, 2003 in which the account of the liquidation exercise was laid before the members. Sometime in October 2003, the respondent …