Press release

Investors’ cash all blown away as carbon credits sales company is discredited

Windward Capital Limited, a London based company that sold carbon credits to the public for investment, has been ordered into liquidation in the High Court together with two related companies, Met-X Corp. Ltd and Imarc Limited, for duping investors with false and misleading claims.

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The liquidations follow petitions presented by the Secretary of State for Business, Innovation & Skills to wind up the companies in the public interest.

The petitions were issued following confidential enquiries carried out by Company Investigations, part of the Insolvency Service, under section 447 of the Companies Act 1985, as amended.

The investigation found that Windward Capital Limited sold carbon credits to the public for investment and that investors were persuaded to pay inflated prices of up to £8.50 for each credit.

The Court heard that Windward Capital Limited was ostensibly run by Mr Charles Amaning who described his directorship to investigators as “work experience” and that the company’s stewardship was actually controlled by its sales floor managers whose names he could not fully recall.

The company claimed it recognised that ‘one size does not fit all as every client is unique’ and that it provided a personalised service with the global resources of ‘one of the largest and most respected brokerage and consultancy firms in the UK’. The company had no such services or resources.

The carbon credits sold to investors were acquired primarily from a connected company Met-X Corp. Ltd for £84,275. A further connected company Imarc Limited provided marketing services.

At least £900,000 was raised from investors out of which some £682,000 was applied to pay sales commissions.

Welcoming the Court’s winding up decisions Chris Mayhew, Company Investigations Supervisor, said:

Windward Capital Limited claimed it was above reproach by ensuring transparency and honesty in its dealings and to manage risk and maximise value for its investors. The reality was a shameful deceit.

One investor was told that Windward Capital Limited was backed by a German bank, another that the floor price of the credits would rise to £16 each by 2016 and another that within 6 months a national haulage company would be buying each credit for £13 to off-set its own emissions thereby delivering the promised investment gains.

I would once more urge potential investors not to respond to cold calling investment sharks as you stand to gain nothing and risk losing everything. In such circumstances one size will fit all - end the call, not your savings.

The Insolvency Service will not allow rogue companies to rip-off vulnerable and honest people and will investigate abuses and close down companies if they are found to be operating or about to operate, against the public interest.

Notes to Editors

Windward Capital Limited (CRO No. 08029519) was incorporated on 13 April 2012. The registered office from incorporation to 15 June 2012 was First Floor, 2 Woodberry Grove, North Finchley, London, N12 ODR and from 15 June 2012 to present date 50 Broadway, City of Westminster, London, SW1H ORG. The directors are shown to have been Mr Marvin Alexander from incorporation to 22 June 2012 and Mr Charles Amaning from 22 June 2012 to present date. No company secretary is shown to have been appointed. The company’s share capital is shown to be one ordinary share of £1 held by Mr Amaning. No accounts have been filed.

The company initially operated from 37 East Towers, London, HA5 1TN and more recently from Lime House Court, London, E14 7EQ.

The company’s former website was www.windwardcaptialltd.com

It also offered the public the opportunity to invest in diamonds and gold.

The grounds to wind up the company were its objectionable sales practices, abandonment, lack of transparency and lack of co-operation with the investigation,

Met-X Corp. Ltd (CRO No. 08234749) was incorporated on 1 October 2012 in the name CX Retail Limited. The name of the company was changed to its present style on 14 November 2012. The registered office from incorporation to 3 December 2012 was 82 Bellevue Road, Southend-on-Sea, SS2 4JF and from 3 December 2012 to present date 9 Devonshire Square, London, EC2M 4YF. The directors are shown to have been Ms Rachel Saunders from incorporation to 17 November 2012 and Mr Stephen John Coles from 12 November 2012 to present date. No company secretary is shown to have been appointed. The company’s share capital is shown to be two ordinary shares of £1 each held by Mr Coles. No accounts have been filed. The company was dissolved on 9 December 2014.

Mr Coles was previously a director of a former small private client advisory stockbroking company called Simply Trading Group Ltd (CRO. No. 06553998) which was dissolved on 12 August 2014 having earlier been censured and fined by the then FSA: http://www.fsa.gov.uk/pubs/final/simply_trading.pdf

The grounds to wind up the company were lack of co-operation with the investigation, abandonment and lack of commercial probity.

Imarc Limited (CRO No. 07272390) was incorporated on 3 June 2010. The registered office from incorporation to 23 February 2011 was 1st Floor, 2 Woodberry Grove, North Finchley, London, N12 ODR; from 23 February 2011 to 1 June 2011 9 Devonshire Square, Liverpool Street, London, EC2 4YF; from 1 June 2011 to 11 January 2012 1 Liverpool Street, London, EC2M 7QD and from 11 January 2012 to present date The Granary, Brewer Street, Bletchingley, Surrey, RH1 4QP. The sole director and secretary throughout is shown to have been Mr Mustafa Akindele. The company’s share capital is shown to be one ordinary share of £1 held by Mr Akindele. The company’s most recent accounts for the year ended 31 March 2013 report assets of £182 and liabilities of £8,800 and accumulated losses of £8,619. On 19 March 2014 the company applied to be voluntarily struck off the Register of Companies.

The grounds to wind up the company were lack of co-operation with the investigation, abandonment and lack of commercial probity.

The petitions to wind up the companies were 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. The petitions were unopposed.

In restoring Met-X Corp. Ltd to the Register of Companies and ordering all three companies into liquidation on 4 February 2015 Mr Registrar Jones said:

There is no appearance on behalf of any of the three companies today save in respect of Imarc Limited whose sole director and shareholder Mr Akindele yesterday sent to the petitioner a statement by email. This has not been signed and filed in evidence by the company and in the absence of any appearance by Imarc Limited or by the other two companies the hearing of these petitions is on an unopposed basis. I accept the unopposed evidence of the investigator Mr Peacock. I agree this is a case of lack of co-operation. The lack of records is stark. Such information as has been provided to the investigator can at best be described as inaccurate. The evidence also deals with abandonment, lack of commercial probity and lack of transparency. It is apparent that carbon credits were being presented to the public as investments. The evidence shows that investors will not see any increase in the value of their credits to the extent necessary for them to realise a profit on their investment. The evidence shows they are a wasting asset. The price was so in excess of the market price it cannot reasonably be called an investment and I accept on the balance of probabilities that it was not a genuine investment. It is plain to me that the business being carried on is contrary to the public interest. In light of all of the facts it is apparent there have been objectionable trading practices. I am satisfied that the Secretary of State’s allegations are made out and there cannot be any doubt that it is just and equitable to wind up these companies.

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 has published consumer information on carbon credit trading and what to consider before investing.

The Financial Conduct Authority has published the conclusions of a survey to find out whether anyone has profited by buying carbon credits as investments and also 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.

In November 2013 the Insolvency Service highlighted action taken by the Secretary of State against 19 companies involved in the marketing of carbon credits to the public for investment and more recently warned investors of such activity following the closure of two more such companies.

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. Further information about live company investigations is available.

The Insolvency Service also administers the insolvency regime investigating all compulsory liquidations and individual insolvencies (bankruptcies) through the Official Receiver to establish why they became insolvent. The Service also 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}(https://www.gov.uk/government/organisations/insolvency-service).

By virtue of the winding up orders all public enquiries concerning the affairs of the companies should be made to: The Official Receiver, Public Interest Unit , 4 Abbey Orchard Street, London, SW1P 2HT. Telephone: 0207 637 1110 Email: piu.or@insolvency.gsi.gov.uk.

Published 13 February 2015