“I learned from a customer of ours, [BP Plastics] that you went to see on 17/3/22 that they told you that they are not going to buy any more from us as our prices were not competitive. Instead of trying to get the customer to buy from us and get some better pricing proposal, you suggested that the customer should get a quote from Pav’s business Pure Packaging…”
“There is an invoice payment and I have seen the workers”
“……I think this was around 2006/2007. I have seen Mantir come running and jump over a 4 tier desk and karate kick Jan.”
“Crowe informed me that HMRC typically look back 4 years to deal with amendments on VAT returns …”
“Whilst we have always been open on the numbers and the financials I don’t encourage just anyone to walk in and have access to the finances. If we gave documents away then I would expect that they would go missing. This applies to everyone really, including the directors. We have a trust between one another, the brothers gave me responsibility to run [the Company] and given the figures are discussed with directors, approved and signed within the accounts, then those accounts are audited by external auditors, I see no need for directors to see anything further….. I don’t encourage the directors to ask questions direct of [Mr Josen] …. as he is a busy man and only works part-time. I take the view that they have enough information given to them.”
“if there were areas that need improving, it was either myself or Jitha that raised that…. To be honest, the other directors were not concerned. As long as [the Company] was performing and everyone was doing their job that was ok….. Apart from Jitha, no director took responsibility for the finances in the area they were responsible for. I would simply present the numbers and explain how they were doing on sales, performance, profits and then it was just a sort of general chitchat. There were no real questions asked and no one would flag up issues with their areas. No one asked any questions on the numbers. This includes Mantir…..”
“My memory on this is vague and if I am honest, I don't recall our discussions on this, but I wouldn't have signed [the letter] if I wasn't happy with it and in agreement with it at the time”
“The answer to this question often turns on the fact that the powers which the shareholders have entrusted to the board are fiduciary powers, which must be exercised for the benefit of the company as a whole. If the board act for some ulterior purpose, they step outside the terms of the bargain between the shareholders and the company. As a matter of ordinary company law, this may or may not entitle the individual shareholder to a remedy. It depends upon whether he can bring himself within one of the exceptions to the rule in Foss v Harbottle (1843) 2 Hare 461. But the fact that the board are protected by the principle of majority rule does not necessarily prevent their conduct from being unfair within the meaning of Section 459 [the predecessor to section 994] enabling the court in an appropriate case to outflank the rule in Foss v Harbottle was one of the purposes of the section.”
“There must be both prejudice and unfairness. Prejudice will most often be established by reference to conduct having a depressive effect (actual or threatened) on the value of the petitioner's shareholding, which will in most cases be a minority holding, typically in a private company with restrictions on transfer. Unfairness, in turn, most often connotes some breach of the articles, statute, or general principles of company law. However, the operation of the section is not necessarily limited to such cases. The test is an objective one. There may be mutual understandings between shareholders giving rise to special rights of a quasi-partnership kind. Even without that, the conduct of the company's directors may, whether by reason of malevolence, crass stupidity, or something in between, fall so far short of the standards to be expected of them as to lead to the conclusion that the petitioning shareholder cannot reasonably be expected to have the minimum of trust and confidence in the integrity or basic competence of the board that any shareholder is entitled ordinarily to expect. This is so irrespective of any impact on the value of his or her shares, and irrespective of whether any specific breach of the articles, statute, or the general principles of company law is involved.”