A businessman and his mother have been restricted for five years from acting as directors of any company, unless it meets certain requirements, after the High Court found they failed to keep proper books and records for their liquidated hairdressing supplies and beauty treatments business.
Warren Logan was executive director of Hairspray Wholesalers Ltd, Fashion City, Ballymount, Dublin, while his mother Dolores MacKenzie was a non-executive director.
The company was voluntarily wound up on May 1st, 2013 and a liquidator, Jim Luby, was appointed.
Mr Luby later sought orders under the Companies Act from the High Court restricting Mr Logan and Ms McKenzie acting as directors or being involved in the formation or promotion of any company for five years, subject to conditions, because of their conduct of the firm’s affairs.
Historical issues
Granting the orders, Mr Justice Senan Allen said Mr Logan and Ms MacKenzie blamed their accountants for the historical issues leading in large part to the liquidation.
The judge said those historical issues were that proper books and records had not been kept and there was an issue as to the extent of the company’s liabilities.
The judge said he did not understand how it was hoped the liquidation would obviate the need to deal with the deficit in the books and records.
He said Mr Logan and Ms MacKenzie said it was a choice between making up books and records and liquidation, and they chose liquidation.
They not only did not keep proper books but did not prepare annual accounts or make returns to the Companies Office, he said.
The books and records deficit dated back to at least 2011, but was not addressed until the company went into liquidation two years later, the judge said.
The fact the directors had only a “vague”, and in the event, quite wrong, idea of the extent of the company’s Revenue liabilities, and none at all of the liability to directors, was “evidence of irresponsibility”, he said.
The directors claimed their formal education was limited and Mr Logan said he had dyslexia, he noted.
Experienced
However, they were experienced business people and the fundamental problem was not the ability to understand complex documents but the “absence of relatively straightforward books and records”.
They also admitted the company’s Revenue liabilities are nearly twice what they thought them to be at the date of liquidation, he said.
They further admitted they had no idea where the figure of €431,655 shown in the statement of affairs for directors’ loans came from, he said.
He rejected their argument that the absence of proper books and records did not contribute to the insolvency.
While Mr Logan was active in the day-to-day business and Ms MacKenzie was a non-executive director, they had met the liquidator’s application for restrictions on them together and on the same basis and there was no basis to differentiate between them.
The judge was not satisfied they acted responsibly in relation to the conduct of the affairs of the company and made the five-year restriction orders against both.
