The Court of Appeal has annulled the winding-up order against PPF Capital Source Limited, finding that its director, Mr Stamp, had an adequate explanation for missing the original hearing and had presented credible evidence that the petition was pursued for an ulterior purpose.
The judgment, delivered by Mr Justice Murray on 11 March 2020, allows Mr Stamp’s appeal from a High Court refusal to annul the order. PPF was wound up in July 2018 on a petition by Global Management Solutions Limited, which claimed to be a creditor. Mr Stamp applied to annul the order under section 669 of the Companies Act 2014 after receiving the petition papers at his home in England after the winding-up hearing had taken place.
The petition concerned an alleged $500,000 debt said to be owed to Lyza Limited. Mr Stamp disputed that debt and argued that Lyza’s assignment of it to Global, followed by the winding-up petition, was intended to disrupt PPF’s proceedings in England against Bhupinder Singh. Those were Mr Stamp’s allegations; the Court of Appeal did not make a final finding that the debt was invalid or that the petitioners had acted for that purpose.
The court held that Mr Stamp qualified as a creditor for the purpose of applying to annul the order. It relied on his evidence that he had been paid salary under a pre-incorporation employment contract and later stopped receiving it. The court said the evidence was sufficient and did not need to address further material he had sought to introduce on appeal.
In considering the merits, the court said the debt was disputed on bona fide grounds and that Mr Stamp had established a prima facie case that the winding-up petition was pursued for an improper ulterior purpose. It criticised Global’s response for failing to engage substantively with key allegations. The court also accepted Mr Stamp’s explanation for not attending the original hearing, while noting that the evidence about the handling of the demand and petition papers was “not entirely satisfactory”. It found his application, issued on 29 August 2018, was made with sufficient promptness.
The court noted that no other potentially affected creditors had been identified and that no substantive steps had been taken in the liquidation. It directed Mr Stamp to notify the Companies Registration Office immediately and required the annulment to be advertised in two national newspapers within five days, backed by an undertaking. The court said the books, records and seals should be furnished to Mr Stamp subject to hearing the liquidator.