1. The tax returns of Nam Tai Trading Company Limited (“NT Trading”) for the years 1996/97, 1997/98 and 1999/2000 (the “Returns”) were found by the Inland Revenue Department to be incorrect. The Respondents were directors of NT Trading at the time. Mr Koo signed the first and third of those returns, and Mr Murakami signed the second. NT Trading’s attempts to challenge the Inland Revenue Department’s assessments were unsuccessful. It did not pay the amounts assessed and, in 2012, was wound up by the court on the Appellant’s petition. 2. In 2013, the Respondents were assessed to additional tax under section 82A(1)(a) of the Inland Revenue Ordinance (Cap. 112) (the “Ordinance”) on the basis that the Returns were incorrect. At the relevant time, section 82A(1)(a) provided: “(1) Any person who without reasonable excuse— (a) makes an incorrect return by omitting or understating anything in respect of which he is required by this Ordinance to make a return, either on his behalf or on behalf of another person or a partnership… shall… be liable to be assessed under this section to additional tax…” 3. The Respondents successfully appealed to the Court of First Instance against the assessments of additional tax. The Judge found that the Returns were required to be made, and were made, by NT Trading, not the Respondents. Thus, the Respondents could not be liable for additional tax under section 82A(1)(a). The Judge’s finding was upheld by the Court of Appeal. Were the Respondents “required” to make the Returns? 4. The Court observed that the requirement to make a return results from a written notice being given under section 51(1) of the Ordinance. Notices are given to the person who is required to “furnish” a return. In the present case, the notices were addressed to NT Trading, and no reference was made to either Mr Koo or Mr Murakami. 5. The Appellant argued that, although NT Trading was primarily required to make the Returns, the Respondents were also required to do so because they, as its principal officers, were “answerable” under section 57(1) of the Ordinance for doing the acts which were required to be done by NT Trading. 6. The Court rejected the Appellant’s argument. The Court observed that the obligation under section 57(1) falls on all the members of the class to which it refers. There is nothing which singles out Mr Koo or Mr Murakami as subject to the requirement to make NT Trading’s returns. Additionally, the language of answerability does not, in terms, impose a legal obligation to do anything. Section 57(1)’s purpose is to facilitate the exercise of the Appellant’s functions in relation to companies. Furthermore, there are provisions in the Ordinance that expressly impose a requirement on certain persons to do acts (including the making of returns) on behalf of others. Thus, there is a distinction between a responsibility to ensure that a company makes a return, and an obligation to make a return on a company’s behalf. Section 57(1) falls within the former category and does not have the effect of requiring the Returns to be made by the Respondents on behalf of NT Trading. Disposition 7. Accordingly, the Court unanimously dismissed the appeal.