Queensgate Place Ltd v Solid Star Ltd & Ors (No. 3) (Consequential Matters) [2024] EWHC 2139 (Ch) (21 August 2024)

Queensgate Place Ltd v Solid Star Ltd & Ors (No. 3) (Consequential Matters) [2024] EWHC 2139 (Ch) (21 August 2024)

A 30% chargeable gain on net sale price is adopted for corporation tax deduction in the counterfactual valuation, reducing the remedy payable to the petitioner. Costs are awarded to the petitioner: standard basis against Minesh, indemnity basis against Prakash and Viking up to the Liability Judgment, reflecting their conduct. Freezing orders are continued out of caution.

Citation
[2024] EWHC 2139 (Ch)
Parties
Petitioner: Queensgate Place Limited; Respondent: Solid Star Limited (in liquidation); Respondent: Viking World Investments SA; Respondent: Prakash Bhundia; Respondent: Minesh Bhundia; Respondent: Property X1 Limited
Jurisdiction
England and Wales
Judgment Date
21 August 2024
Procedural Posture
Petition Under Companies Act 2006 S.994 (unfair Prejudice) / Judgment on Consequential Issues Following Remedies Judgment
Outcome
Petitioner succeeds on consequential issues; orders made for adjusted remedy, costs, payment on account, and continuation of freezing orders.
Legal Topics
Unfair Prejudice, Shareholder Remedies, Costs, Corporation Tax, Freezing Orders
Company Law Insolvency Law Civil Procedure Unfair Prejudice Shareholder Remedies Costs Corporation Tax Freezing Orders

Case Brief

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Parties

Queensgate Place Limited

Petitioner

Solid Star Limited (in liquidation)

Respondent

Viking World Investments SA

Respondent

Prakash Bhundia

Respondent

Minesh Bhundia

Respondent

Property X1 Limited

Respondent

Procedural Posture

Petition Under Companies Act 2006 S.994 (unfair Prejudice) / Judgment on Consequential Issues Following Remedies Judgment

Legal Issues

  1. 1 Whether and how to deduct corporation tax in counterfactual valuation for unfair prejudice remedy
  2. 2 Allocation and basis of costs between parties
  3. 3 Continuation of freezing orders

Ratio Decidendi

A 30% chargeable gain on net sale price is adopted for corporation tax deduction in the counterfactual valuation, reducing the remedy payable to the petitioner. Costs are awarded to the petitioner: standard basis against Minesh, indemnity basis against Prakash and Viking up to the Liability Judgment, reflecting their conduct. Freezing orders are continued out of caution.

Court Disposition

Petitioner succeeds on consequential issues; orders made for adjusted remedy, costs, payment on account, and continuation of freezing orders.

Orders

  • Respondents to pay £6,682,278 for QPL's shares in SSL, plus simple interest at 1% above Bank of England base rate from 29 October 2020 to date of order, less sums received from SSL liquidation.
  • Prakash, Viking, and Minesh jointly and severally liable for 45.8% of total sum; Viking and Prakash jointly and severally liable for remaining 54.2%.