ENZO BARAZETTI v. STERIS-AUSTAR PHARMACEUTICAL SYSTEMS HONG KONG LTD

HCMP 1210/2014

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1210 OF 2014

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D E C I S I O N

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1.  I have two applications before me issued by a director of the relevant two companies seeking orders extending time for laying the companies’ profit and loss account and balance sheet before the company in an annual general meeting.  The applications appear to have been made because the companies are members of a group which is making an application for a listing on the main board of the Stock Exchange of Hong Kong Limited. 

2.  All the relevant breaches of the Ordinance occurred more than three years ago and, therefore, there is no risk of the companies or their directors being prosecuted by virtue of the provisions of section 351A of the Companies Ordinance, Cap 32.

3.  As I have said in previous cases, the Companies Court is not the appropriate venue for the consideration of whether breaches of the Ordinance, in respect of which there is no risk of a prosecution, are matters which should impact on the Stock Exchange’s assessment of an application for a listing.  That is a matter between the applicant and the Stock Exchange.

4.  I am surprised that even in August 2014 when I, and a number of other judges, have delivered judgments making this quite clear, that another application should have been brought before the court on the entirely misguided assumption that it is appropriate to ask the Companies Court to consider granting an extension of time in respect of a breach which is outside the relevant three-year period.

5.  This is an appalling waste of judicial resources and not one that I hope to see repeated.  I, therefore, dismiss both applications.