HM SECRETARY OF STATE FOR BUSINESS INNOVATION AND SKILLS AGAINST KEITH MILLAR
OUTER HOUSE, COURT OF SESSION
[2014] CSOH 127
P543/14
OPINION OF LORD WOOLMAN
In the cause
HER MAJESTY’S SECRETARY OF STATE FOR BUSINESS, INNOVATION AND SKILLS
Petitioner;
against
KEITH MILLAR
Respondent:
Petitioner: D Thomson, Burness Paull LLP
6 August 2014
[1] The petitioner brings these proceedings under the Company Directors Disqualification Act 1986. He instructed messengers at arms to serve the petition upon the respondent, who has not lodged answers.
[2] Between 2006 and 2012 the respondent was the sole director of Brian Whyte Funerals (Ayrshire) Ltd (‘the Company’). His wife was the company secretary. On 13 June 2012, HMRC applied to wind up the company on the basis that it was unable to pay its debts. The court appointed William Whyte CA as the liquidator and he assessed the deficiency to creditors as being £213,361 as at 20 July 2012.
[3] The petitioner relies on three factors in seeking disqualification. First, in the tax years 2007/08, 2008/09 and 2009/10, the Company failed to pay all the sums it owed to HMRC in respect of PAYE, National Insurance contributions and Corporation Tax. As at the date of liquidation, the total sum due was over £41,000. Second, over the same period the Company made payments of over £1 million to other creditors. It therefore treated the Crown debts in a different manner than its other debts.
[4] Thirdly and most importantly, the Company transferred three Jaguar vehicles (a hearse and two limousines) to a third party for no consideration. They were valued in the accounts at £128,000 and appear to have been the Company’s principal tangible assets. By way of a series of transactions, the respondent and his wife obtained a benefit in excess of £75,000 from the disposal of these vehicles.
[5] In my judgement, the respondent’s conduct can be characterised as a serious want of probity. Following the guidance provided by Dillon LJ in In Re Sevenoaks Stationers (Retail) Ltd [1991] Ch 164, 174, I am satisfied that it is appropriate to disqualify the respondent for a period of six years.