“(1) [Application to court] If the administrator thinks that the circumstances in rule 3.44 apply in relation to the disclosure of– (a) the whole or part of the statement of the company’s affairs; (b) …. or (c) …. the administrator may apply to the court for an order in relation to the particular document or a specified part of it. (a) the whole or part of the statement of the company’s affairs; (b) …. or (c) …. (3) [Court order] The court may order that the whole of or a specified part of a document referred to in paragraph (1)(a) to (c) must not be delivered to the registrar of companies….. (4) ….”
“…the disclosure of information which would be likely to prejudice the conduct of the administration or might reasonably be expected to lead to violence against any person.”
“1096. Rectification of the register under court order (1) The registrar shall remove from the register any material— (a) that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the company, or (b) that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged, and that the court directs should be removed from the register.” (1) The registrar shall remove from the register any material— (a) that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the company, or (b) that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged, and that the court directs should be removed from the register.”
“[70] …I make three observations in this context. (i) First, the consequence of including unnecessary material that cannot readily be separated from the rest of the document is that the document is treated as not meeting the requirements for proper delivery: see section 1074(4). Further, in the case of a statement required to be served under paragraph 49 that could have the effect that the administrator is guilty of a criminal offence: see paragraph 49(7). Accordingly, there are strong incentives for the sender of a document to avoid falling foul of this provision. This gives it teeth notwithstanding the fact that it may not be straightforward for the registrar to detect unnecessary material. (ii) Second, where unnecessary material can readily be separated from the rest of the document, it is reasonable to suppose that it will more easily be discernible by the registrar, who then has power to omit it (see section 1074(5)(a)). In these circumstances, also, the provision would not appear to be lacking in effect. (iii) Third, even where the document contains unnecessary material that can readily be separated from the rest of the document, the registrar is not obliged to omit that material, but may instead register the document as delivered: see section 1074(5)(b). This lends support to the view that section 1074 may be designed to cater primarily for the more egregious instances where extraneous material is included in a document delivered to the registrar. It is not aimed at ensuring that in no circumstances is unnecessary material placed on the register.”
“[81] In my judgment, the following propositions can be extracted from these authorities. (i) The court has no general, inherent supervisory jurisdiction in relation to the registrar’s performance of his duties. (ii) The court has jurisdiction in accordance with ordinary public law principles to control the way in which the registrar carries out his statutory duties, subject to any specific exclusions of that jurisdiction or the evidence on which it could be founded, so as (for example) to prevent a wrong that has been perpetrated on a company as a result of it having been wound up in error from being continued. (iii) Conversely, the court has no such jurisdiction in respect of valid documents which have been duly delivered to the registrar in accordance with the relevant legislation and which are properly relied on by the registrar in the discharge of the registrar’s statutory functions and which the registrar is under a statutory duty to retain as part of his records available for public inspection. [82] In my view, however, these cases do not provide a definitive answer as to whether and in what circumstances the court has jurisdiction to make an order against the registrar where that is necessary and appropriate to protect the rights or interests of a third party. In particular, I consider that the language of proposition (iii) above (which I have derived from the judgment of Lightman J in the igroup case[2004] 1 WLR 451 ) raises questions as to when documents are properly relied upon by the registrar or are subject to a statutory duty.”
“[54] In my judgment, once an order is properly made by the court under rule 2.33A, and is served on the registrar, he is required to comply with it. By an order properly made, I mean an order that is not susceptible to being set aside, whether on grounds of the merits, the jurisdiction to make the order, the exercise of the courts discretion, or any other basis. [55] If the effect of an order is to require the registrar to act contrary to a statutory duty, or to do something that he has no power to do, I would regard it as an order that ought not to have been made and therefore as susceptible to being set aside…. [56] Typically, an order under rule 2.33A will be made before the statement is sent to the registrar. In that case, so long as the order remains in force, the registrar will be obliged to deal with the statement as if it contained the matters set out in paragraph 49 and rule 2.33(2), even though, in light of the order of the court, it does not do so. [57] I see no reason why the registrar should not equally be bound by an order under rule 2.33A if it is not made until after the statement has been sent to him. This does not impugn his conduct in placing the statement on the register, but merely means that henceforth he satisfies his duties by placing a redacted version on the register. If necessary, I would hold that the effect of such an order being made after a paragraph 49 statement has been sent to the registrar is that, for purposes of section 1080 of the CA 2006, the original statement is no longer properly regarded as a document delivered to the registrar under any enactment and is replaced for those purposes by the redacted version. Accordingly, the registrar is not in breach of duty by complying with the order. [58] If I am wrong in saying that the registrar is required to comply with an order that has properly been made under rule 2.33A, I would nevertheless expect him to do so without the need for further recourse to the court. However, if, to get the registrar to comply, it were necessary to seek relief against him by way of judicial review or according to ordinary public law principles, I consider that it should be possible to rely on traditional public law grounds of illegality, irrationality, and, it may be, proportionality. To take the present case by way of example: the registrar accepts that the disputed material need never have been sent to him or placed on the register at all, and he does not contend that the court was wrong to hold that its retention on the register would prejudice the conduct of the administration. If the registrar chooses not to give effect to the order when to do so would not place him in breach of any statutory duty and when he has power to do so, on what basis can he contend that he is acting legally, rationally and proportionately?”.