Retirement by rotation and vacancy in office meant former directors were not liable for filing defaults.

Retirement by rotation and deemed re-election under articles of association, treated as analogous to the Companies Act scheme, mean that directors vacate office when the annual general meeting is not held and vacancies are not filled. On the stated facts, no annual general meeting was held for the relevant period, so the directors who should have retired by rotation were regarded as having ceased to hold office by the end of the financial year 1958-59. As they were no longer directors, they were not liable for the alleged default in failing to file the annual return and balance-sheet, and the principle that an accused cannot rely on his own default was held inapplicable.

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Issues: Whether the appellants continued to be directors of the company for the relevant financial year so as to be liable for failure to file the annual return and balance-sheet.

Analysis: The articles of association provided for retirement of directors by rotation and for deemed re-election at an adjourned meeting if vacancies were not filled. Those articles were treated as analogous to the statutory scheme under the Companies Act. On the evidence, no annual general meeting was held for the relevant period, and the reasoning in the cited authorities was applied to hold that directors who should have retired by rotation vacate office when the meeting is not held. The principle that an accused cannot rely on his own default was found inapplicable because there was no material showing any continuing duty on the appellants to call a meeting after they had ceased to hold office.

Conclusion: The appellants had ceased to be directors by the end of the financial year 1958-59 and were not liable for the alleged defaults.

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