The High Court has declared that John Gill and Sharon Gill cannot, for five years, act as directors or secretaries of a company or take part in promoting or forming one unless it meets the capital requirements in section 819(3) of the Companies Act 2014.
Mr Justice Quinn made the declarations in a judgment delivered on 22 July 2019 concerning the liquidation of Gillstone Limited. He also granted the liquidator, Alan Keane, an extension of time to bring the restriction application, despite describing his explanation for the delay as weak.
The court found that both respondents were directors within the 12 months before the company’s winding up began, making section 819 applicable. They disputed their status, relying on filings that purported to remove them as directors in September 2015. The judge said their position was ambivalent and accepted evidence that John Gill had acted as a director during the winding-up proceedings and engaged with the liquidator without denying that status.
The judge found that the respondents had not complied with the winding-up order’s requirement to file a statement of affairs. The evidence also showed that only one annual return had been filed since the company’s incorporation in 2006, no books or records had been provided to the liquidator, and the respondents had failed to cooperate with him. The court said the company’s dormant status and the former six-year records rule did not excuse the failures identified.
The respondents made allegations about the petitioning creditor, the liquidator and the circumstances of the liquidation, including claims connected with the company’s property. The judge said the court had not been shown the papers from the earlier debt proceedings and that it was not appropriate to go behind the unappealed winding-up order.
The judgment also criticised the liquidator’s limited account of the company’s property sale. He said the sand and gravel pit in Shinrone, County Offaly, was sold to Loadwise Logistics Limited for €140,000 in March 2017, before fees and expenses. Despite a court direction, he did not provide a full account of proceeds, payments to secured lenders, the net amount available to creditors or the likely outcome for creditors. The judge said this failure did not prevent a decision on the restriction application, but did not excuse the liquidator’s lack of detail.
The court directed Keane to send the judgment to the Office of the Director of Corporate Enforcement. The judgment says the liquidator has a continuing duty to report on the directors’ conduct, including the outcome of the application.