CHANCERY DIVISION
Fetter Lane London EC4A 1NL |
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B e f o r e :
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THE SECRETARY OF STATE FOR BUSINESS, | ||
INNOVATION AND SKILLS | Claimant | |
- and - | ||
(1) NEW HORIZON ENERGY LIMITED | ||
(2) NEW HORIZON ENERGY LIMITED LIABILITY COMPANY | Defendants |
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165 Fleet Street, 8th Floor, London, EC4A 2DY
Tel No: 020 7404 1400 Email: mlstape@merrillcorp.com
(Official Shorthand Writers to the Court)
DAVID MOHYUDDIN (instructed by Shepherd and Wedderburn LLP) appeared on behalf of the Claimant/Applicant
The Defendants/Respondents did not attend and were not represented
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Crown Copyright ©
Wednesday, 5 August 2015
MR JUSTICE NORRIS:
"Where a company incorporated outside Great Britain which has been carrying on business in Great Britain ceases to carry on business in Great Britain, it may be wound up as an unregistered company under this Act, notwithstanding that it has been dissolved or otherwise ceased to exist as a company under or by virtue of the laws of the country under which it was incorporate."
"In cases in which there are real questions as to the integrity of the company's management and as to the quality of its accounting and record-keeping function, it will be an important part of a liquidator's function to ensure that he obtains control of its books and records so that he can engage in all necessary investigations of its transactions. These will or may include investigations of those who have been managing the company with a view to considering the bringing of claims against them; and the consideration of whether any of the company's directors ought to be the subject of a report to the Secretary of State to the effect that it appears to the liquidator that they were unfit to be concerned in the management of a company. … If there is any risk that, pending the hearing of the petition, records may be lost or destroyed, that will also found the basis for the appointment of a provisional liquidator, who will be able immediately to secure them and commence his own inquiries into the affairs of the company and the conduct of its management."
"… the need to preserve books and records may be an important factor in deciding whether or not to appoint a provisional liquidator. This may be so where there is clear evidence of fraud; or even (as in [that] case) where there is almost irrefutable evidence of chaos."