Re Rodencroft Ltd

This is the hearing of a petition to wind up Rodencroft Limited, presented by the Secretary of State for Trade and Industry under section 124A of the Insolvency Act 1986, the public interest ground.

The petition was presented on 3 ^rd November 2003 and has not yet been disposed of in the circumstances which I shall shortly relate.

The basic allegation of the petitioner is that the company is the holding company for a series of companies acquired when they were in financial distress and close to insolvency for the purpose of holding the companies while they were subjected to a process best described as "asset stripping" by Mr Simon Allso so as to clean out any realisable assets from the company to the detriment of creditors.

There were several companies in question, but the ones directly associated with this petition were Birch Developments and HM Birch. There is no doubt that all the companies owned by Rodencroft Limited are insolvent. The respective shareholdings in these companies are the only asset of Rodencroft Limited.

When these petitions came on for hearing, Mrs Registrar Derrett made an order for the winding up of Rodencroft Limited and the other companies to which I have referred on 17 ^th December 2003, but that order was appealed by Mr Allso. In relation to Rodencroft Limited alone but not WG Birch Developments Limited or HM Birch Limited, the appeal was allowed, and Evans-Lombe J directed that Mr Allso be permitted to oppose the petition as a contributory on condition that he filed and served his opposition to the petition in relation to the insolvency of Rodencroft Limited by 4.30 pm on 21 ^st May 2004. The petition was adjourned to be heard by a judge, either for further directions or for the disposal of the petition on a date to be fixed

Mr Allso has caused evidence, first of Robert Frederick Turner and, second, from himself, to be filed. The evidence as it presently stands from Mr Turner purports to suggest that Rodencroft Limited is a solvent company. Mr Turner's evidence is that the only assets of Rodencroft are its respective shareholdings in Walter G Birch Limited, WG Developments Limited and HM Birch Limited, each of these companies being insolvent or by now I think struck off. He points out that the company has not traded and is unlikely to have any liabilities. He rather surprisingly concludes:

"The position is that I have not seen any documentation nor been provided with any information that would lead me to conclude that Rodencroft is an insolvent company. I have seen nothing to demonstrate that Rodencroft is unable to pay its debts as they fall due, nor that assets of the company were exceeded by liabilities. Thus my conclusion is that Rodencroft is a solvent company."

Mr Allso's evidence is intended to explain some of the more serious allegations that are made against him in the petition, but he expressly reserves his position in respect of many of the allegations that have been made against him. He says in paragraph 46 of his witness statement:

"Only having had access to the books and records of the various companies as recently as the week beginning 9 ^th February 2004, I will deal in a separate witness statement with the comments made in the various petitions and the affidavits of Mr Cronin and Mr Robertshaw as to the purpose and nature...