Peter Jones (China) Ltd, Re

The administrators accidentally lodged a statement of affairs containing schedules that the Insolvency (England and Wales) Rules 2016 (r3.32(2) and r3.30(6)(b)) expressly prohibit being delivered to the Registrar. The court held that those schedules constituted "unnecessary material" within the meaning of Companies Act 2006 s1074, and were readily separable from the rest of the statement of affairs. The Registrar therefore had a discretion under s1074 and a power to remove such material under s1094 CA 2006, and his refusal to remove the schedules was unlawful and irrational. The court ordered the Registrar to remove the schedules from the company record and made a summary assessment of costs in favour of the administrators.

Background and procedural posture:

• Administrators of Peter Jones (China) Limited filed a statement of affairs. A non-compliant version that included employee and prepaid consumer schedules (the "Schedules") was sent to and, in due course, registered by the Registrar of Companies despite the administrators' requests that it not be registered.
• The administrators applied to the High Court for declaratory relief and orders requiring removal of the Schedules (and, in one limb, replacement of the registered statement with a compliant version), and sought an order requiring the Registrar to pay their costs.
• The Registrar did not attend the hearing but filed written submissions on costs; the court heard the administrators' oral argument on 27 November 2020 and reserved reasons and a determination of costs.

Nature of the application and relief sought:

• The administrators sought declarations and orders that the Schedules must not be delivered to the Registrar under IR 2016 r3.32(2), that the Registrar should remove the non-compliant statement of affairs from the register or accept a compliant replacement, and consequential relief including costs.

Issues framed by the court:

• Whether the court could grant rectification of the register under Companies Act s1096.
• Whether the Schedules were "unnecessary material" under s1074 CA 2006 and therefore capable of being omitted or removed by the Registrar under s1074(5) and s1094.
• Whether the non-compliant statement was improperly delivered for the purposes of s1072 and, if so, whether s1076 permitted replacement by the administrators.
• The scope of the Registrar's discretion and the court's supervisory jurisdiction (with reference to Registrar of Companies v Swarbrick and other authority).

Court's reasoning and disposition:

• The court declined to make an order under s1096 rectifying the register, concluding that such relief was unnecessary and that IR 2016 already prohibited delivery of the Schedules; the judge expressed doubts that the threshold in r3.45 was met on the facts.
• Applying the Companies Act provisions, the judge concluded the Schedules were "unnecessary material" and readily separable from the statement of affairs, so the statement as delivered was not rendered incapable of proper delivery by inseparability. Consequently the alternative and preferable remedy was to order removal of the Schedules pursuant to the Registrar's power under s1094. The judge also held that, if necessary, the court could require the Registrar to exercise his power under s1076 to accept a replacement, but that removal under s1094 was the least intrusive and appropriate solution.
• The Registrar's refusal to remove the Schedules was held to be unlawful and irrational (Wednesbury unreasonable), and the administrators were awarded their costs, which were summarily assessed at ;8,614.90 (exclusive of VAT).

Application granted in part: the court ordered that the confidential schedules (employee and prepaid consumer schedules) be removed from the company's filing history. The judge held that those schedules constituted "unnecessary material" under Companies Act 2006 s1074, were readily separable, and that the Registrar had power under s1094 (and, if required, s1076) to remove or replace the material; the Registrar's refusal to do so was unlawful and irrational. The judge declined to exercise rectification under s1096 as unnecessary on the facts and dismissed the administrators' primary argument that the whole statement should be replaced.