• Application to Court

    • 430. Application to Court in respect of defective accounts or reports

      (1) An application may be made to the Court—
      (a) by the Registrar, after having complied with section 429 (Registrar's notice in respect of accounts or reports), or
      (b) by a person authorised by the Registrar for the purposes of this section,
      for a declaration that the annual accounts of a company do not comply, or a directors' report does not comply, with the requirements of these Regulations and for an order requiring the directors of the company to prepare revised accounts or a revised report.
      (2) Notice of the application, together with a general statement of the matters at issue in the proceedings, shall be given by the applicant to the Registrar for registration.
      (3) If the Court orders the preparation of revised accounts, it may give directions as to—
      (a) the auditing of the accounts,
      (b) the revision of any directors' report, and
      (c) the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous accounts,
      and such other matters as the Court thinks fit.
      (4) If the Court orders the preparation of a revised directors' report it may give directions as to—
      (a) the review of the report by the auditors,
      (b) the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous report, and
      (c) such other matters as the Court thinks fit.
      (5) If the Court finds that the accounts or report did not comply with the requirements of these Regulations it may order that all or part of—
      (a) the costs of and incidental to the application, and
      (b) any reasonable expenses incurred by the company in connection with or in consequence of the preparation of revised accounts or a revised report,
      (c) are to be borne by such of the directors as were party to the approval of the defective accounts or report.
      For this purpose every director of the company at the time of the approval of the accounts or report shall be taken to have been a party to the approval unless he shows that he took all reasonable steps to prevent that approval.
      (6) Where the Court makes an order under subsection (5) it shall have regard to whether the directors party to the approval of the defective accounts or report knew or ought to have known that the accounts or report did not comply with the requirements of these Regulations, and it may exclude one or more directors from the order or order the payment of different amounts by different directors.
      (7) On the conclusion of proceedings on an application under this section, the applicant must send to the Registrar for registration a copy of the Court order or, as the case may be, give notice to the Registrar that the application has failed or been withdrawn.
      (8) The provisions of this section apply equally to revised annual accounts and revised directors' reports, in which case they have effect as if the references to revised accounts or reports were references to further revised accounts or reports.

    • 431. Other persons authorised to apply to the Court

      (1) The Registrar may authorise for the purposes of section 430 (application to Court in respect of defective accounts or reports) (a "section 430 authorisation") any person appearing to it—
      (a) to have an interest in, and to have satisfactory procedures directed to securing, compliance by companies with the requirements of these Regulations relating to accounts and directors' reports,
      (b) to have satisfactory procedures for receiving and investigating complaints about companies' annual accounts and directors' reports, and
      (c) otherwise to be a fit and proper person to be authorised.
      (2) A person may be authorised generally or in respect of particular classes of case, and different persons may be authorised in respect of different classes of case.
      (3) The Registrar may refuse to authorise a person if it considers that his authorisation is unnecessary having regard to the fact that there are one or more other persons who have been or are likely to be authorised.
      (4) If the authorised person is an unincorporated association, proceedings brought in, or in connection with, the exercise of any function by the association as an authorised person may be brought by or against the association in the name of a body corporate whose constitution provides for the establishment of the association.
      (5) A section 430 authorisation may contain such requirements or other provisions relating to the exercise of functions by the authorised person as appear to the Registrar to be appropriate.

      No such authorisation is to be made unless it appears to the Registrar that the person would, if authorised, exercise his functions as an authorised person in accordance with the provisions proposed.
      (6) Where authorisation is revoked, the Registrar may make such provision as it thinks fit with respect to pending proceedings.