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maltatoday | SUNDAY • 15 MAY 2022 11 LAW COMMERCIAL THE Commercial Court asked Ministers to repeal Legal Notice 373/2020, which had suspend- ed the winding up of companies as part of the pandemic meas- ures taken. This was held in Avv. Cedric Mifsud a nom u in rapprez- entanza ta' Commercial Aviation Services LLC -v- HI FLY Limited decided on 9 May 2022 by the Civil Court (Commercial Section). The Court was presided by Mr Justice Ian Spiteri Bailey Dr Cedric Mifsud representing the US company had asked the Court in its sworn application that since the defendant company is not in a position to pay its debts in terms of Article 214(2)(a)(i) of the Companies Act and as such the company should be wound up. The Plaintiff asked that an admin- ister be appointed to administer the Defendant company. The Plaintiff won a case against the Defendant Company on 15 September 2020, where the latter is to pay a little less that half a million Euros, but it failed to pay this debt. The Defendant company also has failed to file all its audited accounts with the Registrar of Companies. The company registered a profit once in 2013 of €61,238. The Defendant company filed a statement of defence, where it is stated that it filed for a retrial of the judgement mentioned by the Plaintiffs, since it was not notified with the summary proceedings. It claimed that it has €28 million in equity and therefore, it is liquid and it can pay its debts. The De- fendant company agreed that it did not file its audited accounts, but this does not mean that the company is insolvent. Mr Justice Spiteri Bailey held that the Parties had to show prima facie whether there is a case in terms of the Legal Notice. The relevant Ar- ticle of the Legal Notice is Article 3, which reads: "3. (1) The right granted under article 218 of the Act to any deben- ture holder, creditor or creditors to file for the dissolution and conse- quential winding up of a company in terms of article 214 of the Act is being suspended, and shall remain so suspended for a period of forty (40) days following an order of the Minister to lift such suspension. (2) Any action or proceeding in court for the dissolution and wind- ing up of a company in terms of article 214 of the Act filed in the Registry of Courts and Local Tri- bunals by any debenture holder, creditor, or creditors on or after 16th March, 2020 shall be stayed for a period of forty (40) days fol- lowing an order of the Minister to lift such a stay. (3) Notwithstanding the provi- sions of sub-regulations (1) and (2), the suspension or stay in terms of this regulation shall not prejudice the power of the Court to order the filing or hearing of applications in terms of article 214 and article 218 of the Act, whenever it is satisfied prima facie that the circumstanc- es claimed in the application for winding up of the company arose prior to the 16th March 2020." The Court held that it is clear that the circumstances from when this Legal Notice was published have now changed and the authorities should consider that this Legal Notice be revoked. The Legal No- tice's aim was necessary at the time it was published, however, the au- thorities should have a serious look at this Legal Notice to see wheth- er it is necessary. The COVID 19 measures have now been eased and the effects of the businesses, the legal procedures and the sus- pension of the court registry were in effect for a period of time. Now many restrictions have been re- moved. The application for the liqui- dation of the company was filed on 16 March 2020. The Plaintiffs managed to show that there is a prima facie case which circum- stances date before March 2020. The Court held that the action is based on two Articles of the Com- panies Act, Article 214(2)(a)(ii) and 214(2)(b)(iii). The first deals with the situation the company is not in a position to pay its debts. In sub article 5 of Article 214 explains the company would not have paid a debt from an executive title for 24 weeks and the Court would be satisfied that the company cannot pay its debts when taking into ac- count its assets and liabilities. The second article of law states that if the Court deems that there are se- rious circumstances to justify the liquidation of the company. The Court held that it was not satisfied prima facie that the cir- cumstances of this case took place before the publication of Legal No- tice3 73/2020. The judgement or- dering the Defendant company to pay was delivered on 15 September 2020 which was certainly after 16 March 2020 as required by the Le- gal Notice. As to the ground there are seri- ous circumstances to justify a liq- uidate, the Court held that there is a prima facie basis and merits further investigation. The Court held that in terms of Legal Notice 373/2020, the case should be heard and ordered the case to continue. The Court ordered the Regis- trar of Courts to send this decree to the Minister of Health and the Minister of Commerce to examine whether Legal Notice 373/2020 is needed any more. COVID 19 Legal Notice suspending liquidation of companies should be repealed LAW REPORT MALCOLM MIFSUD Mifsud & Mifsud Advocates Register now for special retail and consumer event happening on 19 May EY Malta, in collaboration with The Malta Chamber, will be or- ganising a physical event on 19th May with a special focus on the retail industry. This is the second event from the Industry Focus Series held at The Malta Chamber of Com- merce, Enterprise and Industry in Valletta, which analyses economic sectors and what challenges, and opportunities might currently ex- ist. As consumer demands evolve, retail companies must find the right balance between success to- day and growth tomorrow. The challenges are plenty: shortages and supply chain constraints, rise in prices shifting consumer pref- erences towards digital channels and sustainable products, and fur- ther competition from big global players. Yet industry disruption also presents opportunities for those companies with the agility to respond effectively to market change. This event will kick-off with an address by Chris Vassallo Cesareo, Deputy President of The Malta Chamber of Commerce, Enterprise and Industry. Followed by an analysis of the 6th Malta Future Consumer In- dex from EY Malta Strategy and Transactions Associate Partner, Gilbert Guillaumier and EY Mal- ta Tax Partner, Chris Naudi. The survey has tracked changing con- sumer expectations and buying behaviours in Malta over the last two years. The research will zoom in on the impact of inflation, COVID-19, and expectations and frustrations with digital channels. Luca Martini, who leads EY-Par- thenon (the global strategy con- sulting arm of EY) across Central, Eastern, Southern Europe and Central Asia (CESA), will provide a keynote address on key priorities for retail business strategies and ecosystems looking ahead. A panel of leading retail figures will be moderated by EY Malta People Advisory Services Lead, Ediana Guillaumier. The panel features Krystle Penza, Managing Director of Mvintage, Nick Spiteri Paris, CEO of BigBon Group, Ri- tianne Grech, Head of Retail Op- erations of Hudson Group, Albert Frendo, Chief Business Banking Officer at BOV p.l.c., and Theo Dix, Malta EY-Parthenon Strategy Leader. The event will be wrapped up by closing remarks delivered by Dr Marthese Portelli, CEO of The Malta Chamber. She will be outlining the actions and policy proposals being put forward to support the sector in these chal- lenging times. Consumer and Retail event will take place on 19 May at The Malta Chamber in Valletta and is free of charge to those who register. Reg- istration opens at 3pm and the event will last until 5:30pm. Net- working drinks will be held right Brown's Pharma Holdings plc reports consolidated financial statements for the year ended 31st December 2021 Year End Highlights: • Net Profit for the finan- cial year of € 2,120,718, a 71.30 % increase over the € 1,238,041 registered in 2020 • Revenue of € 31,159,505, a 26.65% increase on 2020 • A Gross Profit margin of 33% versus 2020's 29% • Net Cash generated from operating activities of € 3,836,259, an increase of 58% on 2020 CHIEF Executive Officer Alex- ander Fenech said, "Our year end results exceeded expectations, re- flecting a strong operational per- formance as the Group benefitted from Malta's gradual post-Covid return to normality. Credit goes to the Group's management team, and our super-star frontliners and back-office crew for their unwa- vering commitment to serve our customers notwithstanding the difficult circumstances created

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