In the Matter of Bloomberg Developments Ltd & ors, [2002] IESC 56 (2002)

Docket Number:132/01
Judge:Murphy J.
 
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THE SUPREME COURT

132/01

MURPHY J

Hardiman J

FENNELLY J

IN THE MATTER OF BLOOMBERG DEVELOPMENTS LIMITED AND

IN THE MATTER OF SECTION 12B (3) OF THE COMPANIES (AMENDMENT)

ACT 1982 AS AMENDED BY SECTION 46 OF THE COMPANIES (AMENDMENT)

NO. 2 ACT 1999

ON THE PETITION

OF

THOMAS GOODE

JUDGMENT OF MR JUSTICE FRANCIS D MURPHY DELIVERED THE 12th DAY OF July, 2002

_______________________________________________________________________

The company named in the title hereof was incorporated on the 19th July, 1977, under the name Goode Concrete Limited. The name of the company was on the 26th November, 1992, changed to Bloomberg Developments Limited (Bloomberg). Bloomberg was dissolved pursuant to the provisions of s.12 of the Companies (Amendment) Act 1982 (as amended by s.245 of the Companies Act 1990) on or about the 7th May, 1999, for failure to make annual returns. The above named Thomas Goode was a director of and shareholder in Bloomberg. On the 21st March, 2001, he presented the petition herein seeking an order that Bloomberg be restored to the Register of Companies pursuant to s.12 (b)(3) of the Companies (Amendment) Act 1982 as inserted by s.46 of the Companies (Amendment) No. 2 Act 1999.

The petitioner conceded that no annual returns were made on behalf of Bloomberg. In his affidavit Mr. Goode explained that Bloomberg had sold the premises comprising his registered office in or about 1987 and for that reason the directors, as a result of their failure to notify the Registrar of Companies of the change of address, were unaware that the statutory notice had been served warning of the intention to dissolve the company. The petitioner had not adverted to the notice subsequently published in Iris Oifigiul. The petitioner undertook to file all of the outstanding annual returns in respect of Bloomberg and to make any outstanding returns in relation to tax of every description.

As required by the relevant legislation and the Rules of the Superior Courts, notice of the application to the Court was given to the Minister for Finance and the Registrar of Companies. On behalf of the those State agencies the Chief State Solicitor by letter dated the 23rd April, 2001, confirmed that there was no objection to the restoration of Bloomberg to the Register of Companies pursuant to s.12(b)(3) of the Companies (Amendment) Act 1982.

A notice of motion claiming the relief sought by the petition was heard by Mr. Justice Smyth on the 30th April, 2001. The relief sought by the petitioner was opposed by Philips Electrical (Ireland) Limited (Philips).

The circumstances in which Philips were represented on the application to restore...

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