Peter Jones (China) Ltd, Re

Schedules containing employee and prepaid-consumer creditor details must not be delivered to the Registrar with a company’s statement of affairs under the Insolvency (England and Wales) Rules 2016. Where such schedules are included but can readily be separated, the statement is not thereby improperly delivered as a whole. The material is instead “unnecessary material” under the Companies Act 2006. The Registrar has power to omit or remove it and may be required, under ordinary public law principles, to exercise that power rationally. Removal of the offending schedules is preferable to replacement or removal of the entire statement. The court has no general inherent supervisory jurisdiction over the Registrar and rectification under section 1096 was unavailable on these facts.

Joint administrators of Peter Jones (China) Limited inadvertently lodged a statement of affairs containing schedules of employees and consumers who had paid in advance. Rule 3.32(2) of the Insolvency (England and Wales) Rules 2016 prohibited delivery of those schedules to the Registrar. Although the Registrar initially agreed not to register the material, he later registered the complete statement and refused to remove it without a court order.

The administrators sought declarations and orders requiring removal or replacement of the non-compliant filing. The court had to determine the proper statutory route, the scope of its supervisory jurisdiction, and the appropriate remedy.

1. The application succeeded. The Registrar was ordered to remove the employee and prepaid-consumer schedules from the company’s filing history, and was ordered to pay the administrators’ costs.
2. Rule 3.32(2) of the Insolvency (England and Wales) Rules 2016 already prohibited delivery of the schedules. No further order under rule 3.45 was necessary. The court had serious doubts that the conditions for such an order were met, particularly because prejudice to the administration was not established.
3. Applying the approach in Registrar of Companies v Swarbrick [2014] EWHC 1466 (Ch), the schedules were “unnecessary material” under section 1074 of the Companies Act 2006, and were readily separable from the statement. The statement was therefore not improperly delivered as a whole. The Registrar had a discretion to register it with the schedules omitted or as delivered.
4. In the circumstances, registering or retaining the schedules was irrational and Wednesbury unreasonable. The Registrar’s refusal to remove them was unlawful. Judicial review would therefore have been available, although the court granted the relief in the present proceedings.
5. Section 1096 rectification was unavailable. Replacement of the entire statement under section 1076(1)(a) was also inappropriate because the statement was not improperly delivered as a whole. Although section 1076(1)(b) could apply to a document containing unnecessary material, removal under section 1094 was the preferable and least intrusive remedy.
6. The Registrar’s position that a court order was necessary was wrong. Costs were summarily assessed at £8,614.90 excluding VAT.