CR-2024-000675 - [2025] EWHC 2069 (Ch)

Dissipation means putting assets out of reach of a judgment, whether by concealment or transfer: Shetty at [90].

What must be shown is a risk of unjustified dissipation (as opposed to transactions in the normal course of business which might have the consequence that sums are not readily available to meet a judgment debt): Shetty at [92]. That does not require the applicant to show that, subjectively, the defendant’s purpose or object is to make themselves judgment-proof – the test is an objective one: Gee on Commercial Injunctions, 7th Ed (2020) at §12-035.

It is not sufficient to show merely that the defendant has been guilty of dishonesty. The Court must scrutinise the evidence to see whether the dishonesty in question points to the conclusion that assets may be dissipated: Shetty at [90], Holyoake v Candy [2017] EWCA Civ 92; [2017] 3 WLR 1131 at [61].

But the good arguable case may well be a relevant factor: see Shetty at [93]-[95], and AH Baldwin and Sons v Al-Thani [2012] EWHC 3156 (QB) at [31(4)].

This is a classic case of insiders playing fast and loose with their company’s assets, leaving substantial debts and no property for a liquidator to realise. The very nature of the good arguable case itself gives rise to an inference that there is a risk of dissipation. The Diversions constituted dissipation, and it is reasonable to infer that the Respondents will dispose of assets further if given the opportunity to do so. Of note, the Diversions include payments for luxury villa rentals, private jets, and lavish motor vehicles.

Second, the Respondents engaged in evasive conduct to create confusion and distance themselves from the Company on the Date of Presentation by changing the Company’s name - purporting to terminate their appointments as directors of the Company with retroactive effective from 15 January 2023 (some 12.5 months earlier) and purporting to appoint their nanny as a director with retroactive effect from 15 January 2023. The Respondents sought to confuse and frustrate creditors resorting to the insolvency process - by changing company names, arguably to deceive creditors into presenting a winding-up petition against the wrong company. By purporting to resign as directors with retroactive effect, the Respondents abused their positions as directors and misused the Companies’ Register. These are the badges of irresponsibility with assets.

Third, to put matters beyond doubt, the Respondents engaged in similar evasive conduct following service of statutory demands by Theodore Management Ltd in respect of RDCP Investments 13 Limited (In Liquidation); and RDCP Investments 20 Limited.

Fourth, the Respondents have engaged in further evasive conduct in their responses to the LBAs - providing often misleading and/or wrong information – in this respect I was reminded that, unlike other litigants, the Respondents are under a continuing statutory duty to co-operate with and provide information to the liquidators (see: s.235 IA 1986).

Fifth, there is compelling evidence of the First Respondent’s use of a doctored bank statement to misrepresent the Company’s bank balance in the sum of £77,357,253.97 as opposed to the actual balance of £57,253.97 when asked for proof of funds in the process of an acquisition. Counsel made clear this has not yet been put to the First Respondent, but they still say it stands as strong prima facie evidence of serious fraud.

Sixth, the Respondents have a past history of transferring assets abroad, in that: (a) the First Respondent purports to rely heavily on his extensive connections with foreign-based entities (especially in India) and has failed to respond to various reasonable requests for clarification / evidence; and (b) certain companies in the Respondents’ group of companies have altered recently the Person with Significant Control register, to be replaced by RDCTO1, an entity registered in Jersey.

Seventh, the Respondents have refused to provide an undertaking not to dissipate assets (requested on 11 October 2024 and refused on 04 November 2024).

Eighth, the Respondents have engaged in questionable inter-company charges between group companies, as evidenced in the witness statement of Mr Worsley of Hazlewoods (in which he expressed specific concern in relation to the level of management charges made to RDCP Care (£500,000.00) and whether those charges were commercially justifiable for tax and accounting purposes given the fact that the Company had only three employees) – culminating in resignation of the accountants.

Ninth, the Respondents’ matrimonial home – the Property - was subject to a charge registered on 9 February 2024 (a week after the Date of Presentation, and the day after service of the Petition). There is a strong inference that the effect of this was to withdraw equity from the Property to dissipate and/or hide.

Tenth, on 14 February 2024 (i.e. whilst the Petition was pending, and six days after service of the Petition), the RDCP Group released a notice to certain stakeholders. The brazen nature of this notice was of considerable concern to creditors given that the Company was the ultimate shareholder of several RDCP Group companies.

Eleventh, the Respondents are effectively continuing with the trading model undertaken by the Company on funds borrowed from lenders – suggesting a shamelessness associated with asset removal to frustrate judgments.