Huang Fu Hsiung and Another v. Techluxe Industries Ltd

HCMP 1685/2019

[2019] HKCFI 3014

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1685 OF 2019

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DECISION

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1.This is an application by the members of Techluxe Industries Limited (the “Company”) for an extension of time to allow the Company to hold its AGMs for 2015, 2016 and 2017 and for the directors to lay at the AGM the financial statements for those years pursuant to sections 431 and 610 of the Companies Ordinance. No annual general meetings were held for those years, and I am satisfied that this was through inadvertence rather than deliberate non-compliance. It is clear to me that the shareholders have had available to them at various times over the course of those years the financial information that was necessary in order to ascertain what the true and fair position of the Company was, and I have seen the audited financial statements for the years 2015, 2016, 2017 and 2018 although the 2018 financial statements have already been laid before the Company at an appropriate annual general meeting.

2.Various of the financial statements are qualified; in 2015 due to the lack of a consolidated set of financial statements, and in 2017 due to inadequate evidence of the value of subsidiaries and loans due to shareholders.  These are matters which can be put before the shareholders at an annual general meeting or at the general meeting which I am about to order. And I am also satisfied that there is at least an intention on the part of the members of the Company to avoid future non-compliance with the obligations under the ordinance.

3.In the circumstances, I make the following order:

(1)  a general meeting of Techluxe Industries Limited be held within 28 days from today, and such general meeting shall be regarded as the AGMs of the Company in respect of the years 2015, 2016 and 2017;

(2)  the requirement for the laying of the income and expenditure account and the balance sheet for the financial years ended on 31 December 2015, 31 December 2016 and 31 December 2017 be substituted with a requirement to lay the said income and expenditure account and the balance sheet at the said general meeting; and

(3)  no order as to costs.

Mr Lau Ka-kin, instructed by Cheung & Yip, for the 1^st and 2^nd plaintiffs

The defendant was not represented and did not appear