Status of PhluidMedia, Insolvency, and Accounts

The request was successful.

Dear Companies House,

it is my understanding, from your guidance document GP01 "a failure to deliver accounts to Companies House by the due date is a criminal offence committed by every person who was a director before the end of period allowed for delivery".

The company PhluidMedia FC026153 (formerly Phorm UK Inc) were due to deliver their 2015 accounts before the 1 February 2017. It would seem no accounts have been filed.

I am aware that the company is also subject to a High Court Winding Up Order (since 5 September 2016). However, no details of that winding up order appear on the company record either.

Please could you;

1) Confirm or deny that the company PhluidMedia FC026153 remains 'active' on the register, and for the purposes of the law

If you consider the company active;
2) Confirm or deny that Timothy Todd Smith remains the sole director of the company and therefore solely responsible for preparing and filing the overdue 2015 accounts
3) Disclose correspondence sent/received to PhluidMedia's registered address(es) (including any instance where material was undelivered, marked 'return to sender', 'no longer at this address' etc)
4) Confirm or deny that the owners/director(s) now face prosecution for the criminal offence of failing to file accounts before the end of the period allowed for delivery

In the alternative, if you consider the company to be in liquidation or dissolved,
5) Confirm or deny that you recognise the existence of a High Court Winding Up order, and Mr. A Hannon of the Insolvency Service as the appointed official receiver
6) Disclose correspondence sent/received to the Insolvency Service (including any instance where filings from the Insolvency Service have been rejected by Companies House, and give the reasons for their rejection)
7) Disclose any prosecution actions and/or prohibitions against current or former directors of the company for misconduct

Though FoIA does not require me to give a justification for the requested information, I hope you will help me understand how a company you list as 'active' may also be subject to a High Court Compulsory Liquidation order which does not appear on the register. And if you consider the company active... what action you propose to take to secure a prosecution for failure to deliver accounts else, what reason the liquidation is not on the public register.

Yours faithfully,

P. John

Dear Companies House,

apologies, I omitted to include a date range in my recent FoIA request concerning "Status of PhluidMedia, Insolvency, and Accounts".

Please could you restrict the disclosure to items of correspondence from the last 12 months.

many thanks,
Yours faithfully,

P. John

Information Rights, Companies House

Dear P. John

Thank you for your email dated 3 February 2017 and clarification dated 4 February 2017.

We are in the process of dealing with your request and a response will be sent as soon as possible.

Yours sincerely
Information Rights Team
Companies House

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Caroline Griffiths, Companies House

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Dear P John

I refer to your email dated 3 February 2017 in which you request information concerning FC026153 Phluid Media Inc.

You have asked Companies House (CH) to disclose the following;

1) Confirm or deny that the company PhluidMedia FC026153 remains 'active' on the register, and for the purposes of the law

The Registrar has not received any valid documentation to alter the status of Phluidmedia Inc therefore the company status at this time remains as active. You may be aware that the Insolvency Service have tried to file a court order to wind up, however the document has been rejected due to inconsistencies, until Companies House received a valid registerable court order then we cannot alter the company status.
https://beta.companieshouse.gov.uk/compa...

If you consider the company active;

2) Confirm or deny that Timothy Todd Smith remains the sole director of the company and therefore solely responsible for preparing and filing the overdue 2015 accounts

I can confirm that Companies House records show Timothy Todd Smith as sole director. I cannot confirm whether or not there are any outstanding appointments yet to be filed by the company. You can view the company appointments on our Beta Service https://beta.companieshouse.gov.uk/compa...

3) Disclose correspondence sent/received to PhluidMedia's registered address(es) (including any instance where material was undelivered, marked 'return to sender', 'no longer at this address' etc)

I have attached all correspondence sent/received to PhluidMedia within the last 12 months. The letter sent by Companies House dated 12 August 2016 was returned marked 'RTS'.

4) Confirm or deny that the owners/director(s) now face prosecution for the criminal offence of failing to file accounts before the end of the period allowed for delivery

Companies House, as a prosecuting authority, must comply with the Code for Crown
Prosecutors when deciding whether to launch a prosecution action. Before a decision to prosecute is made we would be obliged to apply the evidential and public interest tests as set out in the Code.

As your request has been considered under the freedom of information legislation, I am required to inform you that if you are unhappy with the result of your request for information you may request an internal review within two calendar months of the date of this email. Any requests for such a review should be addressed to me and I will ensure that it is forwarded to a senior member of Companies House who has had no previous involvement in this case and who will undertake the review. Please remember to quote the reference number above in any future communications.

If you are then not content with the outcome of the internal review, you have the right to apply directly to the Information Commissioner for a decision. The Information Commissioner can be contacted at; Information Commissioner's Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF.

Yours sincerely

Caroline Griffiths
Information Rights Team

This message and any attachments are intended for the persons named as addressees only and may contain confidential information. In addition they may be protected by copyright. If you receive it in error, notify us, delete it and do not make use of or copy it. You must not copy, disseminate or otherwise distribute or publish this message, except for the purposes for which this message is intended, without our consent. Please note that this e-mail has been created in the knowledge that Internet e-mail is not a 100% secure communications medium. We advise that you understand and accept this lack of security when e-mailing us. For company information, guidance and how to file documents online, please see our website www.companieshouse.gov.uk.

Dear Companies House,

thank you for your response to my FoIA request.'Status of PhluidMedia, Insolvency, and Accounts'. I would like to request an internal review of Companies House handling of my FOI request.

In the fourth item in my FoIA request ('Status of PhluidMedia, Insolvency, and Accounts') I asked you to;

4) Confirm or deny that the owners/director(s) now face prosecution for the criminal offence of failing to file accounts before the end of the period allowed for delivery

In your answer, you instead gave me a précis of Companies House policy (which was interesting, but not relevant to a very specific request for a confirmation/denial)..

The confirmation (or denial) matters because, as your response to my FoIA request confirms, the Company remain 'active' on the register and yet accounts are overdue and the company address details are not correct.

The evidential test has presumably been passed; no accounts have been filed for 2015, and your own correspondence with the company is being returned to you undelivered, Your instructions to the company to rectify this situation in 21 days last year have been returned undelivered, and comprehensively ignored.

In that situation, any British company director would undoubtedly face prosecution.

The remaining consideration would then presumably be the public interest. I cannot imagine any circumstance in which it would not be in the public interest to prosecute international organised criminals who have failed to file accounts & maintain their registered details. But perhaps you could explain & elaborate?

Failing to file accounts/address details/director information is simply the latest in a long line of crimes including unlawful interception of telecommunications, fraud, computer misuse, and intellectual property theft.

So, please confirm or deny that the owners/director(s) of Phluid Media now face prosecution for the criminal offence of failing to file accounts before the end of the period allowed for delivery as per my original request.

A full history of my FOI request and all correspondence is available on the Internet at this address: https://www.whatdotheyknow.com/request/s...

Yours faithfully,

P. John

Information Rights, Companies House

Dear Mr John

Thank you for your email below.

I will arrange for an Internal Review to be conducted of my handling of your request made under the Freedom of
Information Act 2000 (FOIA) and the exemptions used. A reply will be provided in due course.

Yours sincerely

Information Rights Team
Companies House

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Simon Powell, Companies House

Dear Mr John,

I write further to your email of 5 March 2017, concerning your request for
an internal review into the handling of your freedom of information
request.  To clarify, the request I refer to is 'Status of PhluidMedia,
Insolvency, and Accounts'.   I have conducted the internal review as the
senior manager responsible for the registration of UK establishments.
 
I understand Caroline Griffiths from the Information Rights Team at
Companies House has responded to a number of the points raised in your
original request.   However, you do not feel that all of your questions
have been adequately answered and have requested an internal review into
one aspect of Mrs Griffiths' response.  I note the outstanding matter
relates to information about whether any prosecution is being taken
against the owners/ director(s) of Phluid Media, Inc. 
 
I agree with your position and do not feel the question has
been adequately answered.  I have done so below.
 
You have asked whether Companies House intends to take prosecution action
against the owners/ director(s) of Phluid Media, Inc. for their failure to
deliver accounts.  The short answer is no.  As you know, Phluidmedia has
been wound up by the Court and, as a matter of general policy, no further
action will be taken against the company or its owners/ directors by
Companies House.   
 
My colleague has previously informed you that prosecution must be in
accordance with the Code for Crown Prosecutors ("the Code").  To pursue
prosecution action, the Code requires evidential and public interest tests
to be met.  As the company has been wound up, the financial affairs of the
company will have been reviewed by a liquidator and creditors will have
been engaged in that process.  Pursuing criminal offences for the failure
to file annual accounts in these circumstances has a very low public
interest.  Based on the material available currently, prosecution is not
currently being considered.
 
I hope this has answered your question.
 
Yours sincerely
 
 
Simon Powell
Head of Considerative Processing and Examination Support
Companies House

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Dear Simon Powell,

thank you for the response to my FoIA request concerning the 'Status of PhluidMedia'.

You say the company has been wound up, and a liquidator appointed. That is exactly as I understand the situation to be, and I am delighted. This company is little more than an organised crime scam.

There is a note on the Insolvency Service blog this evening that quotes Robert Clarke, Head of Insolvent Investigations North at the Insolvency Service;

"Directors have a duty to ensure that their companies maintain proper accounting records, and, following insolvency, deliver them to the office-holder in the interests of fairness and transparency. Without a full account of transactions it is impossible to determine whether a director has discharged his duties properly, or is using a lack of documentation as a cloak for impropriety".

If we can agree the company is subject to a winding up procedure, please will you address this part of my original request;-
"6) Disclose correspondence sent/received to the Insolvency Service (including any instance where filings from the Insolvency Service have been rejected by Companies House, and give the reasons for their rejection) "

Yours sincerely,

P. John

Information Rights, Companies House

Dear Mr John

 

With reference to your email of 31 March 2017 sent to Simon Powell in
response to the Internal Review, your request for information has been
passed to the Information Rights Team.  We are in the process of dealing
with your request and a response will be sent as soon as possible. 

 

Yours sincerely

 

Information Rights Team

Companies House

This message and any attachments are intended for the persons named as
addressees only and may contain confidential information. In addition they
may be protected by copyright. If you receive it in error, notify us,
delete it and do not make use of or copy it. You must not copy,
disseminate or otherwise distribute or publish this message, except for
the purposes for which this message is intended, without our consent.
Please note that this e-mail has been created in the knowledge that
Internet e-mail is not a 100% secure communications medium. We advise that
you understand and accept this lack of security when e-mailing us. For
company information, guidance and how to file documents online, please see
our website www.companieshouse.gov.uk.

Caroline Griffiths, Companies House

1 Attachment

Dear Mr John

I refer to your email dated 31 March 2017 in which you request the correspondence sent/received to the Insolvency Service (including any instance where filing from the Insolvency Service have been rejected by Companies House, and give the reasons for their rejection.

Attached to this email are the two rejection letters held in scope of your request. The letters are sent from Companies House and dated 5 December 2016 and 29 December 2016. No other information is held in this matter, any documentation sent in by the Insolvency Service was returned.

If you are dissatisfied with the result of your request for information you may request an internal review within two calendar months of the date of this email. The case will be reviewed by a senior member of staff who has had no previous involvement in this case.

Please remember to quote the reference number above in any future communications.
If you are then not content with the outcome of the internal review, you have the right to apply directly to the Information Commissioner for a decision. Further information can be found at www.ico.org.uk

Yours sincerely

Information Rights Team
Companies House
This message and any attachments are intended for the persons named as addressees only and may contain confidential information. In addition they may be protected by copyright. If you receive it in error, notify us, delete it and do not make use of or copy it. You must not copy, disseminate or otherwise distribute or publish this message, except for the purposes for which this message is intended, without our consent. Please note that this e-mail has been created in the knowledge that Internet e-mail is not a 100% secure communications medium. We advise that you understand and accept this lack of security when e-mailing us. For company information, guidance and how to file documents online, please see our website www.companieshouse.gov.uk.

Dear Caroline Griffiths,

Many thanks for your response to my FoIA. It is very much appreciated.

Yours sincerely,

P. John

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