Mr Henry Cheng
HCMP 197/2014
IN THE HIGH COURT OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION
COURT OF FIRST INSTANCE
MISCELLANEOUS PROCEEDINGS NO 197 OF 2014
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and
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D E C I S I O N
1. I have before me an application pursuant to section 122 of the Companies Ordinance for an order extending time for the company to put its audited financial statements before its shareholders in annual general meeting. The periods relate to the first accounting period commencing with the date of the company’s incorporation which was the 9 April 2010, and the subsequent accounting period which was for the calendar year 2012. The non-compliance came to light as a result of the company being taken over in September to November 2013. The application is therefore made by the new owners and managers of the company who would like to regulate its affairs properly.
2. The reason why the financial statements were not put before the company at its annual general meeting within the specified time is because they hadn’t been prepared by the previous board of directors. The reason that has been given by the vendor who the current directors of the company have spoken to is that they relied on their company secretary, and that the company was not carrying out any active trading in Hong Kong and they did not appreciate that it is necessary to prepare audited financial statements. I do not think that on the evidence before me the excuses given by the previous management would be sufficient to justify the court exercising its discretion and grant an order. However, I am persuaded that the new management and owners of the company wishing to regulate the company’s affairs properly and cure the breaches of the Ordinance is a ground for the court exercising its discretion in circumstances where it is clear that no prejudice has been caused to anybody as a result of the breaches.
3. I will therefore grant an order in the terms of the Originating Summons.
Mr Henry Cheng, instructed by ONC Lawyers, for the applicant