‘Chuckle Brothers defence’ fails to prevent carbon credit scam closure following Insolvency Service investigation
A London company that offered the public the opportunity to invest in carbon credits or diamonds has been ordered into liquidation in the High Court on grounds of public interest following an investigation by the Insolvency Service and video-linked court evidence from investors.
Mulberry Wynford Ltd claimed to be headquartered in the City of London’s financial district and to also have offices internationally and uniquely positioned to take advantage of “current global economic trends and maintain a truly global presence for its clients”.
The company’s management team was claimed to have over 150 years combined industry experience and to provide unparalleled expertise to its selective commercial, private and high net worth clients across a wide range of products and services.
Its former website www.mulberrywynford.com claimed to offer the latest and most beneficial investment products and services. These were stated to be “Diamond and Climate Reserve Tonnes (CRT) opportunities”.
The Court heard that far from having the expertise claimed and a global presence, with overseas offices in New York, Hong Kong and Dubai, the reality was limited mail forwarding services at its City of London serviced office registered address and two recorded directors Michael Bashir (37) and Andreas Christodoulou (25).
The company vigorously opposed the winding up action and was initially legally represented, but latterly Mr Bashir and Mr Christodoulou instead both represented the company. At the trial of the matter, High Court Deputy Registrar Garwood admonished them both for their “chuckle brothers” approach in presenting the company’s defence.
Whilst the company initially asserted to the Court that it had not sold carbon credits to the public for investment, the Court heard how the company had nevertheless purchased “pre-qualified data” from an investor sales leads company and that it had undoubtedly sold carbon credits to members of the public for investment given the evidence heard by the Court from three investors, one UK investor in person and two by video link to the Court from County Cork, Ireland and Johannesburg, South Africa.
The Court heard how the company had recorded its “compliance” calls to investors (albeit these were not made available by the company) but not its sales calls because “of the hundreds of sales calls it made”.
The company’s terms and conditions required investors who wished to dispose of their investment sold to them by the company to request this in writing to the company. Nevertheless any such requests were incapable of being delivered as the company did not maintain adequate registered office arrangements to receive mail addressed to the company.
The company’s terms of business disclaimers together with its ‘compliance’ calls to investors were found by the Court to be no more than a “cover your back” arrangement that essentially advised investors that nothing they had read or been told by the company was true, which was indeed the case.
The extent of the overall losses to investors is presently undetermined and the Official Receiver now appointed to administer the winding up of the company will be glad to hear from anyone who has been contacted by this company.
Welcoming the court’s winding up decision Chris Mayhew, Company Investigations Supervisor, said:
This company came to our attention having supplied 500 Climate Reserve Tonnes (CRTs) carbon credits to Windward Capital Limited, a company that was ordered to close in the public interest earlier this year. The credits were ostensibly bought for £300 each as part of Windward Capital Limited’s corporate social responsibility objectives to off-set its own carbon footprint.
Why a company selling carbon credits to the public at inflated prices would itself turn to another sales company for credits in order to voluntarily off-set its carbon emissions and pay 115 times the price that Mulberry Wynford Ltd paid for the credits could not be credibly explained to the Court.
The arrangement was clearly contrived to mask Mulberry Wynford Ltd’s participation in, and benefit from, Windward Capital Limited’s unscrupulous operations to sell carbon credits to the public for investment, a business which Mulberry Wynford Ltd also separately carried on despite its assertions otherwise.
In doing so the company claimed its core value was to provide the highest calibre services and products to its clients. In truth it specialised in delivering misery to vulnerable investors both here and abroad who were taken in by its lies.
The Insolvency Service will not allow rogue companies to rip-off vulnerable and honest people and, working closely with other regulators, we will investigate abuses and close down companies if they are found to be operating or about to operate against the public interest”.
As well as ordering the company into liquidation, Deputy Registrar Garwood also listed the case for a further hearing to decide whether the directors of the company should be made personally responsible for the costs which have been incurred in the case. That hearing will take place in the next few months.
Notes to Editors:
Mulberry Wynford (07360780) was incorporated on 31 August 2010 in the name Iskill Search Ltd. On 4 September 2012 the name of the company was changed to its present style. The registered office from incorporation to 4 September 2013 was 145-157 St John Street, London, EC1V 4PY; from 4 September 2013 to 22 November 2013 101 Finsbury Pavement, London, EC2A 1RS; from 22 November 2013 to 16 December 2014 once more 145-157 St John Street, London, EC1V 4PW and from 16 December 2014 to present date 42 Logan Road, Wembley, Middlesex, HA9 8PX.
The recorded directors of the company have been:
- Michael Bashir (from incorporation to 07 September 2010; re-appointed on 21 September 2010 to 23 September 2010; re-appointed again on 23 September 2010 to 3 November 2010 and, finally, re-appointed once more on 25 October 2011 to 26 August 2013)
- Andreas Christodoulou (from incorporation to present date)
- Rono Stephen Wellington (from 25 November 2010 to 26 January 2011)
- Dean Smith (from 26 January 2011 to 8 February 2011)
- Josie Chaleyssin (from 8 February 2011 to 5 September 2011)
Mr Bashir is shown to have been company secretary from 23 September 2010 to 24 November 2010. No predecessor, nor successor, company secretary is shown to have been appointed.
The company’s share capital is shown to be one ordinary share of £1 held by both Mr Bashir and Mr Christodoulou.
The company’s most recently filed abbreviated and unaudited accounts for the period from 1 September 2013 to 30 September 2014 report no assets, liabilities of £6,731 and accumulated losses of £6,732 (after 33% depreciation applied to its tangible assets “Plant and machinery etc”).
The petition to wind up the company was presented in the High Court on 27 November 2014 under the provisions of section 124A of the Insolvency Act 1986 following confidential enquiries carried out by Company Investigations under section 447 of the Companies Act 1985, as amended. Shortly afterwards on 15 December 2014 the company applied to be voluntarily struck off the Register of Companies.
The petition was one of four connected winding up matters. The other three companies (Windward Capital Limited, Met-X Corp. Ltd and Imarc Limited) were ordered into liquidation at the first hearing of the matters on 4 February 2015.
The grounds to wind up the company, as originally alleged, were that it had failed to co-operate with the investigation and had operated with a lack of commercial probity having benefitted from the objectionable sales activities of Windward Capital Limited by receiving, or its director Mr Bashir receiving, over £169,000 from Windward Capital Limited (some 18% of the total sums paid by investors to Windward Capital Limited).
At the initial hearing of the petition on 4 February 2015 the company opposed its winding up claiming that it had not received the investigator’s requests for information because its virtual office services at its former registered office was restricted to forwarding only ‘official’ or ‘government’ mail with all other correspondence addressed to the company returned to sender. Further, that the company was not concerned in the sale of carbon credits to the public and that the majority of the funds received from Windward Capital Limited (£150,000) was for the sale of Climate Reserve Tonnes (CRTs) carbon credits to Windward Capital Limited for corporate social responsibility purposes and marketing objectives.
Documents subsequently obtained by the Secretary of State disclosed that, contrary to the assertion by the company to the Court on 4 February 2015, carbon credits were sold by the company to the public for investment and that the 500 CRT’s supplied to Windward Capital Limited for £150,000 had been purchased by the company for a total of £1,300. The balance of £19,000 (£169,000 less £150,000) was said by the company to relate to consultancy services and the sale of a diamond to Windward Capital Limited.
In the light of the further evidence obtained by the Secretary of State the grounds to wind up the company were amended, with the permission of the Court, to also allege that the company did not maintain an effective registered office and had sold carbon credits to the public for investment.
In ordering the company into liquidation on 10 December 2015 High Court Deputy Registrar Garwood gave a detailed and damning judgement in which he found that the company had not maintained an effective registered office and he unreservedly agreed with Secretary of State’s allegations that the company had acted with a lack of commercial probity by benefitting greatly from the transactions with Windward Capital Limited and that the company had undoubtedly sold CRT’s to members of the public for investment. Further, that those responsible had a different view as to the meaning of words and expressions to that held by other people and they did “not know the difference between right and wrong”.
A carbon credit is a certificate or permit which represents the right to emit one tonne of carbon dioxide (CO2) and can be traded for money. The Financial Conduct Authority (FCA) has published consumer information on carbon credit trading and what to consider before investing. The FCA has also published help for those most at risk of investment fraud.
The concerns of the FCA regarding the lack of a secondary market are also reflected in guidance issued by HM Revenue and Customs in relation to carbon credits.
A Climate Reserve Tonne (CRT) carbon credit represents one metric ton of carbon dioxide equivalent emission reduction or sequestration. The Climate Action Reserve (CAR) in Los Angeles serves as a carbon offset registry for the North American carbon market. Projects using the standards developed by the CAR are issued CRT’s through its registry. The Climate Action Reserve states that CRT’s are not suitable for individuals as investments.
Company Investigations, part of the Insolvency Service, uses powers under the Companies Act 1985 to conduct confidential fact-finding investigations into the activities of live limited companies in the UK on behalf of the Secretary of State for Business, Innovation & Skills (BIS). Further information about live company investigations is available.
The Insolvency Service administers the insolvency regime, investigating all compulsory liquidations and individual insolvencies (bankruptcies) through the Official Receiver to establish why they became insolvent. It may also use powers under the Companies Act 1985 to conduct confidential fact-finding investigations into the activities of live limited companies in the UK. In addition, the agency authorises and regulates the insolvency profession, deals with disqualification of directors in corporate failures, assesses and pays statutory entitlement to redundancy payments when an employer cannot or will not pay employees, provides banking and investment services for bankruptcy and liquidation estate funds and advises ministers and other government departments on insolvency law and practice.
Further information about the work of the Insolvency Service, and how to complain about financial misconduct, is available.
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