Nakhla Ventures Ltd & Anor v Heba Pilates Ltd & Anor [2026] EWHC 786 (Ch) (19 March 2026)

Nakhla Ventures Ltd & Anor v Heba Pilates Ltd & Anor [2026] EWHC 786 (Ch) (19 March 2026)

The liquidator's conduct lacked the necessary independence and impartiality, failed to properly investigate or market company assets, and facilitated transactions at undervalue to connected parties. This conduct justified a compulsory winding-up order, disallowance of the liquidator's costs from the company's assets, and a personal costs order against the liquidator on the indemnity basis.

Citation
[2026] EWHC 786 (Ch)
Parties
Petitioner: Nakhla Ventures Ltd; Petitioner: Eatpreneurs LLC; Respondent: Heba Pilates Ltd; Voluntary Liquidator (respondent/non Party for Costs): Paul Palmer
Jurisdiction
England and Wales
Judgment Date
19 March 2026
Procedural Posture
Winding Up Petition (insolvency) / Final Hearing and Costs Determination
Outcome
Winding-up order made against Heba Pilates Ltd; liquidator's costs disallowed; liquidator personally liable for petitioners' costs on indemnity basis.
Legal Topics
Compulsory Winding Up, Voluntary Liquidation, Liquidator's Conduct, Costs Orders Against Non Parties, Transactions at Undervalue, Section 216 Insolvency Act, Standing to Petition, Impartiality of Liquidator
Insolvency Company Law Civil Procedure Compulsory Winding Up Voluntary Liquidation Liquidator's Conduct Costs Orders Against Non Parties Transactions at Undervalue +3 more

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Parties

Nakhla Ventures Ltd

Petitioner

Eatpreneurs LLC

Petitioner

Heba Pilates Ltd

Respondent

Paul Palmer

Voluntary Liquidator (respondent/non Party for Costs)

Procedural Posture

Winding Up Petition (insolvency) / Final Hearing and Costs Determination

Legal Issues

  1. 1 Whether a winding-up order should be made against Heba Pilates Ltd already in voluntary liquidation
  2. 2 Whether the liquidator's conduct lacked independence and impartiality
  3. 3 Whether the liquidator should recover his costs from the company's assets

Ratio Decidendi

The liquidator's conduct lacked the necessary independence and impartiality, failed to properly investigate or market company assets, and facilitated transactions at undervalue to connected parties. This conduct justified a compulsory winding-up order, disallowance of the liquidator's costs from the company's assets, and a personal costs order against the liquidator on the indemnity basis.

Court Disposition

Winding-up order made against Heba Pilates Ltd; liquidator's costs disallowed; liquidator personally liable for petitioners' costs on indemnity basis.

Orders

  • Winding-up order against Heba Pilates Ltd.
  • Liquidator Paul Palmer not permitted to recover his costs from the company's assets.