Guss v Veenhuizen [1976] HCA 25

High Court of Australia Barwick C.J. Stephen and Mason JJ. Guss v Veenhuizen [1976] HCA 25

ORDER Special leave to appeal granted. Appeal allowed with costs. Orders of the Supreme Court of Victoria set aside and in lieu thereof orders nisi to be discharged with costs.

Cur. adv. vult.

The following written judgments were delivered:—

May 14 Barwick C.J.

The Supreme Court of Victoria held in this matter that the shareholders' meeting in August 1973 was a continuation of the annual general meeting which commenced in December and which had been validly adjourned so that the presentation to that adjourned meeting in August 1973 of a balance-sheet and profit and loss account of the company was a balance-sheet and income of the company required by the Companies Act 1961 Vict. ("the Act") to be presented to that adjourned meeting. Though the question in the case is a narrow and technical one, it involves consideration of a matter of considerable importance. The appellant was charged upon two informations, one alleging breach of s. 162 (1) and of s. 162 (3), and the other alleging a breach of s. 375 of the Act, the offence in each case being alleged to have been committed in August 1973. These sections are in the following terms:

162.

(1) The directors of a company shall cause to be made out and laid before the company at each annual general meeting a profit and loss account for the period since the date to which the last preceding profit and loss account so laid was made up (or, in the case of the first profit and loss account, since the date of the incorporation of the company) made up for a period ending on a date not earlier than six months before the date of the meeting, giving a true and fair view of the profit or loss of the company for that period.

162.

(3) The directors of a company shall cause to be made out and laid before the company at each annual general meeting a balance-sheet as at the end of the financial year, giving a true and fair view of the state of affairs of the company as at the end of the financial year.