Comments on Cases
| DOI | 10.1177/002201837503900103 |
| Date | 01 January 1975 |
| Published date | 01 January 1975 |
| Subject Matter | Divisional Courts |
Divisional Courts
Comments
on
Cases
DIRECTOR'S FAILURE
TO
ANNEX
BALANCE
SHEET
TO
ANNUAL
RETURNS. DEFENCE OF IMPOSSIBILITY.
Stockdale v. Coulson
IN this case
(1974,1
WL.R. 1192) the Defendant, who was director
and secretary of a Company called Frillplus Property Company Ltd.
was convicted in the Wells Street Magistrates Court in her absence
on three charges with failing to annex to the annual return of the Com-
pany a written copy duly certified of every balance sheet laid before
the Company in general meeting contrary to Section 127 sslla) and
ss3 and S. 440 of the Companies Act 1948. She appealed to the Inner
London Crown Court and the appeal was dismissed. S. 127 (l)(a) of
the Act provides:
..........
"there shall be annexed to the annual return.
(a) A written copycertified both bya director and bythe Secretary
of the Company to be a true copy of every balance sheet
laid before the Company in general meeting during the period
to which the return relates"
.....
Ss.3. S. 127 provides that both the Company and "every officer who
is in default" shall be liable to a default fine.
Ss.2. S. 440 of the Act defines "officer in default" as
.......
"any officer of the Company who knowingly and wilfully
authorises or permits the default" .
The
business of the Company in this case consisted of the devel-
opment and sale of houses on a site in Marsh Lane, Mill Hill, NW7
and flats in High Road, Whetstone N.20. Both the houses and flats
were at the relevant time in the process of being constructed by some
builders called Coates. Coates had agreed to do the work on the
Company's behalf on a cost plus share of profit basis.
Messrs Frillplus had instructed Messrs Lewis Golden &Co. to
act as the Company's auditors. Annual returns for the years 1968,
1969 and 1970 had been filed and to none of those had a duly certified
copy of the relevant balance sheet been annexed.
During those three years no general meetings had been held either,
and so no balance sheet had been presented to the Company during
that time.
The Registrar of Companies repeatedly wrote to the Defendant
during that time asking for the balance sheets. She in turn spoke to
apartner in the firm of Messrs Lewis Golden and it was explained
that the accounts were not ready because they were awaiting detailed
figures from Coates to show what the building costs were.
5
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