Source: All England Reporter
Publisher Citation: [2002] All ER (D) 40 (Mar)
Court: Chancery Division

Ferris J

Representation David Richards QC and Philip Gillyon (instructed by Herbert Smith) for the claimant.
  Christopher Parker (instructed by Nicholas Drukker & Co) for the defendant.
Judgment Dates: 5 March 2002


Company - Auditor - Statement by persons ceasing to hold office as auditor - Defendant resigning as claimant's auditors - Defendant depositing statement of circumstances connected with cessation of office as required by applicable legislation - Claimant applying to court in objection to deposit of statement - Claimant's application outside specified time limit - Defendant claiming application not valid as outside specified time limit - Whether time limit directory or mandatory - ss 394 (1), (2), (3), (4), (5), 394A(4).

The Case

It was well established that where a statute made a stipulation as to time, that stipulation was always mandatory unless power to extend it was given by the court. The company's interpretation of the obligations under s 394 as being a liability to a fine for non-compliance with that section could not be accepted, as that would merely result in an indefinite delay in making applications to court subject only to a liability to a fine under s394A(4). The real purpose behind s394 was to protect a company in circumstances where the auditors of the company resigned, and they had concluded that there were circumstances connected with that resignation that should be brought to the attention of members and creditors of the company. In those circumstances, that underlying purpose would be close to being defeated if s394 was interpreted in the way the company contended for.

Practice Areas

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