The High Court restored Zota Manufacturing Limited to the companies register despite ten years of outstanding annual returns, finding that the company’s missing records made it unfeasible to file them.
In a judgment delivered on 22 March 2010, Miss Justice Laffoy was satisfied that cause had been shown for dispensing with the usual requirement that outstanding returns be delivered before restoration. She also found it was just to restore the company in the unusual circumstances of the case.
Zota Manufacturing was dissolved on 19 December 2003 after failing to make annual returns. Heather Wilson Topping, who described herself as a company member in her petition and as a director in her grounding affidavit, sought restoration under section 12B of the Companies (Amendment) Act 1982. The outstanding returns covered 2001 to 2010, and the Companies Registration Office said it could not issue a no-objection letter while they remained outstanding.
The court heard evidence from Noel Geraghty, an accountant who had been a company director. He said efforts to assemble the paperwork had failed. The company’s managing director, Ian O’Flynn, had died, and Geraghty believed O’Flynn had held the company records, including on a computer. Geraghty said the records could not be traced, making it impossible to prepare accounts and returns.
The stated reason for restoration was to realise the proceeds of a Scottish Provident Ireland policy, number 8223619K. A 2003 insurer’s letter gave its encashment value at that time as €91,098.67 and named Geraghty as the life assured. The petitioner’s affidavits said the proceeds were for Robert Conway and the personal representatives of Jim McMahon, who were described as the company’s only creditors to the extent of their interest in the policy. The judgment records those statements as affidavit evidence; it does not determine the present value or distribution of the proceeds.
The judge said she was not clear why another route to compel payment had not been used. However, she noted the proceedings had lasted more than three years and that the intended beneficiaries had no responsibility for the company’s annual-return failures. She accepted that the returns could not feasibly be delivered because the relevant records could not be found.
The order restores the company under section 12B(3) and dispenses with the returns requirement in section 12B(5)(a). It records Topping’s undertaking to apply to the Registrar of Companies to dissolve the company after the policy proceeds have been obtained and distributed to the beneficiaries. The order must be filed with the Registrar within three months.