The High Court has restricted Martin Palmer from acting as a director or secretary, or taking part in forming or promoting a company, for five years unless the company meets statutory requirements. Mr Justice Quinn made the order under section 819 of the Companies Act 2014 after declining a liquidator’s application to disqualify him.
The case concerned RHS Energy Limited, which traded for only a few months after acquiring the business and assets of ES Energy Saving Systems Limited in November 2016. The High Court ordered RHS Energy wound up in April 2017 and appointed Aidan Garcia Diaz as liquidator.
The liquidator raised concerns about missing company records, staff entitlements, customer deposits, unexplained gaps between recorded sales and bank receipts, invoices using ES’s VAT number, use of the “Let’s Talk Solar” business name, and Mr Palmer’s cooperation after the liquidation began. Mr Palmer attributed many of the problems to former business associates and other people involved in the company.
A central dispute concerned events in January 2017, when Mr Palmer said former ES associates took control of the Mullingar premises and company assets. The judge said he could not determine the underlying dispute over the validity of the asset transfer, which had not proceeded to trial. He also concluded that the other parties’ actions contributed to RHS Energy’s losses and insolvency. For that reason, he found this was not an appropriate case for disqualification.
However, the judge found Mr Palmer had not established that he acted responsibly as the company’s sole director. He was not satisfied that the explanations for missing records, the use of ES’s VAT number, the sales and bank-account discrepancy, continuing to take deposits amid uncertainty about completing installations, or the use of the company’s trading name were adequate. He also found that Mr Palmer had not cooperated as far as could reasonably be expected with the winding up.
The court therefore made a five-year restriction declaration under section 819(1). The restriction does not apply where a company meets the requirements in section 819(3). The judgment did not determine the unresolved claims about who was responsible for the January events or the disputed asset transfer.